exv10w3






Exhibit 10.3




PURCHASE AND SALE AGREEMENT




DATED AS OF JUNE 26, 2009




BETWEEN




FORESTAR (USA) REAL ESTATE GROUP INC.,

as Seller




AND




HOLLAND M. WARE

as Purchaser




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Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I PROPERTY; PURCHASE PRICE
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Agreement to Purchase and Sell
	 	 	1	 
	Section 1.2 Property
	 	 	1	 
	Section 1.3 Assumed Liabilities
	 	 	3	 
	Section 1.4 Purchase Price; Deposit
	 	 	3	 
	Section 1.5 Permitted Exceptions
	 	 	3	 
	Section 1.6 Certain Adjustments
	 	 	5	 
	Section 1.7 Apportionments
	 	 	10	 
	Section 1.8 Provision Regarding Reserved Mineral Interests
	 	 	11	 
	Section 1.9 Provision Regarding Retained Timber
	 	 	11	 
	 
	 	 	 	 
	ARTICLE II CLOSING
	 	 	12	 
	Section 2.1 Closing
	 	 	12	 
	Section 2.2 Closing Deliveries
	 	 	12	 
	Section 2.3 Costs and Expenses
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III ACKNOWLEDGEMENTS BY PURCHASER
	 	 	15	 
	Section 3.1 Disclaimer of Certain Representations
	 	 	15	 
	Section 3.2 General Disclaimers
	 	 	15	 
	Section 3.3 Waiver and Release
	 	 	16	 
	Section 3.4 No Reliance
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER AS TO STATUS
	 	 	17	 
	Section 4.1 Organization
	 	 	17	 
	Section 4.2 Qualification
	 	 	17	 
	Section 4.3 Authority
	 	 	17	 
	Section 4.4 No Violation
	 	 	17	 
	Section 4.5 Governmental Consents and Approvals
	 	 	18	 
	Section 4.6 Litigation
	 	 	18	 
	Section 4.7 Taxes
	 	 	18	 
	Section 4.8 Contracts
	 	 	18	 
	Section 4.9 Continuing Agreements
	 	 	19	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER RELATED TO THE PROPERTY
	 	 	19	 
	Section 5.1 Compliance with Laws
	 	 	19	 
	Section 5.2 Condemnations
	 	 	19	 
	Section 5.3 Assumed Contracts and Real Property Leases
	 	 	19	 
	Section 5.4 Matters Relating to the Environmental Condition of the Timberlands
	 	 	20	 






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Table of Contents




	 	 	 	 	 
	 	 	Page
	Section 5.5 Carbon Credits
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER
	 	 	20	 
	Section 6.1 Representations and Warranties
	 	 	20	 
	Section 6.2 Conditional Representations and Warranties
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VII ADDITIONAL AGREEMENTS RELATING TO THE PROPERTY GENERALLY
	 	 	22	 
	Section 7.1 Commercially Reasonable Efforts
	 	 	22	 
	Section 7.2 Maintenance of Business
	 	 	23	 
	Section 7.3 Public Announcements
	 	 	24	 
	Section 7.4 Dispute Resolution
	 	 	24	 
	Section 7.5 Required Consents
	 	 	25	 
	Section 7.6 Continuing Agreements
	 	 	26	 
	Section 7.7 Tax Consulting Agreements
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII ADDITIONAL AGREEMENTS RELATING TO THE TIMBERLANDS
	 	 	27	 
	Section 8.1 Right of Entry
	 	 	27	 
	Section 8.2 Permits and Licenses
	 	 	28	 
	Section 8.3 Environmental Matters
	 	 	28	 
	Section 8.4 Reserved Minerals
	 	 	28	 
	Section 8.5 Certain Easements
	 	 	28	 
	Section 8.6 Title Insurance Matters
	 	 	30	 
	Section 8.7 Forest Management Files
	 	 	30	 
	 
	 	 	 	 
	ARTICLE IX CONDITIONS PRECEDENT
	 	 	30	 
	Section 9.1 Conditions to Obligations of Each Party to Close
	 	 	30	 
	Section 9.2 Conditions to Obligations of Purchaser to Close
	 	 	31	 
	Section 9.3 Conditions to Obligations of Seller
	 	 	32	 
	 
	 	 	 	 
	ARTICLE X SURVIVAL; INDEMNIFICATION
	 	 	32	 
	Section 10.1 Survival
	 	 	32	 
	Section 10.2 Seller’s Obligation to Indemnify for Covenant Breach
	 	 	33	 
	Section 10.3 Purchaser’s Obligation to Indemnify for Covenant Breach
	 	 	33	 
	Section 10.4 Indemnification for Breaches of Representations and Warranties
	 	 	33	 
	Section 10.5 Procedures for Claims and Satisfaction
	 	 	34	 
	Section 10.6 Certain Rules
	 	 	36	 
	Section 10.7 Exclusive Remedy
	 	 	37	 
	 
	 	 	 	 
	ARTICLE XI TERMINATION AND ABANDONMENT
	 	 	37	 
	Section 11.1 Termination
	 	 	37	 






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	 	 	Page
	Section 11.2 Effect of Termination
	 	 	38	 
	 
	 	 	 	 
	ARTICLE XII GENERAL PROVISIONS
	 	 	38	 
	Section 12.1 Notice
	 	 	38	 
	Section 12.2 Legal Holidays
	 	 	40	 
	Section 12.3 Further Assurances
	 	 	40	 
	Section 12.4 Assignment; Binding Effect
	 	 	40	 
	Section 12.5 Entire Agreement
	 	 	40	 
	Section 12.6 Amendment; Waiver
	 	 	40	 
	Section 12.7 Confidentiality
	 	 	41	 
	Section 12.8 No Third Party Beneficiaries
	 	 	41	 
	Section 12.9 Severability of Provisions
	 	 	41	 
	Section 12.10 Governing Law
	 	 	41	 
	Section 12.11 Counterparts
	 	 	42	 
	Section 12.12 Captions
	 	 	42	 
	Section 12.13 Construction
	 	 	42	 
	Section 12.14 Reimbursement of Legal Fees
	 	 	43	 
	Section 12.15 Specific Performance
	 	 	43	 
	 
	 	 	 	 
	ARTICLE XIII DEFINITIONS
	 	 	43	 






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EXHIBITS




	 	 	 
	Exhibit A

	 	Timberlands
	 
	 	 
	Exhibit B

	 	Assumed Contracts
	 
	 	 
	Exhibit C

	 	Real Property Leases
	 
	 	 
	Exhibit D

	 	Assumed Condemnations
	 
	 	 
	Exhibit E

	 	Purchase Price Allocation
	 
	 	 
	Exhibit F

	 	Form of Escrow Agreement
	 
	 	 
	Exhibit G

	 	Adjustment Values
	 
	 	 
	Exhibit H

	 	Retained Timber Tracts
	 
	 	 
	Exhibit I

	 	Harvesting and Access Agreement
	 
	 	 
	Exhibit J-1

	 	Form of General Assignment and Assumption
	 
	 	 
	Exhibit J-2

	 	Form of Assignment and Assumption of Real Property Leases
	 
	 	 
	Exhibit J-3

	 	Form of Quitclaim Assignment of Approvals
	 
	 	 
	Exhibit K

	 	Form of Limited Warranty Deed
	 
	 	 
	Exhibit L

	 	Form of Title Affidavits
	 
	 	 
	Exhibit M

	 	Letter of Reliance
	 
	 	 
	Exhibit N

	 	Form of Easement
	 
	 	 
	Exhibit O

	 	Governmental Consents and Approvals
	 
	 	 
	Exhibit P

	 	Pending Matters
	 
	 	 
	Exhibit Q

	 	Continuing Agreements
	 
	 	 
	Exhibit R

	 	Seller’s Knowledge
	 
	 	 
	Exhibit S

	 	Reserved Easements
	 
	 	 
	Exhibit T

	 	Tax Reduction Proceedings
	 
	 	 
	Exhibit U

	 	Boundary Line Disputes
	 	 	 
	Exhibit V

	 	Form of Notification Letter






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Exhibit W            Section 5.4 Disclosure



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PURCHASE AND SALE AGREEMENT




     THIS IS A PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the
26th day of June, 2009 by and between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware
corporation (“Seller”), and HOLLAND M. WARE (“Purchaser”). All capitalized terms
used herein but not immediately thereafter defined shall have the meanings ascribed thereto
elsewhere in this Agreement.



BACKGROUND STATEMENT




     WHEREAS, Seller is the owner of certain real property located in Coweta, Harris, Heard, Pike
and Troup Counties, Georgia, that it wishes to sell, assign, transfer or convey, together with
certain other assets, inventory and rights under certain continuing leases, contracts and other
agreements, to Purchaser in accordance with the terms and subject to the conditions set forth in
this Agreement;



     WHEREAS, Seller and Purchaser desire to enter into an outright sale of all timber growing,
standing and lying on such real property other than the Retained Timber; and



     WHEREAS, Purchaser wishes to acquire and accept such real property, timber and other assets
being transferred to it in accordance with the terms and subject to the conditions set forth in
this Agreement.



     NOW, THEREFORE, in consideration of the foregoing, their respective representations,
warranties, covenants and agreements set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:



ARTICLE I

PROPERTY; PURCHASE PRICE




     Section 1.1 Agreement to Purchase and Sell. Subject to and in accordance with the terms and
provisions of this Agreement, and for the consideration stated herein, Seller agrees to sell the
Property to Purchaser and Purchaser agrees to buy the Property from Seller.



     Section 1.2 Property. Subject to the terms and provisions of this Agreement and upon
satisfaction of the conditions set forth in Article IX, Seller shall at the Closing sell,
assign, transfer and convey to Purchaser, and Purchaser shall acquire, assume and accept from
Seller, all right, title and interest to the following assets (collectively, the
“Property”), free and clear of all Liens other than the Permitted Exceptions:



          (a) Land. The real property described on Exhibit A attached hereto, together
with (i) all buildings thereon, (ii) all roads, rights of way, bridges and other
improvements and fixtures thereon, and (iii) all other privileges, appurtenances, easements
(including the Purchaser Easements in respect thereof) and other rights appertaining thereto other
than the Timber (the




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“Land”), subject to the Permitted Exceptions; provided,
however, that Seller reserves for itself and its successors and assigns (x) the
Retained Timber, (y) the Reserved Easements, and (z) the Reserved Mineral Interests
and Rights.




          (b) Timber. All timber growing, standing or lying on the Land other than the Retained
Timber (the “Timber” and, together with the Land, the “Timberlands”).




          (c) Royalty. A perpetual Non-Participating Royalty equal to twenty-five percent (25%)
of any Royalty payable to Seller as to the Reserved Mineral Interests and Rights, provided that
Seller shall have no obligation to lease any portion of the Reserved Mineral Interests and Rights
and that any Mineral lease executed by Seller shall be on such terms and conditions as Seller shall
determine in its sole and absolute discretion, whether or not considered reasonable by Purchaser,
but provided further that in any such lease executed by Seller, the terms and conditions related to
surface use, liability for operations conducted on the surface, required insurance coverage and
indemnification shall be commercially reasonable (the “Purchaser’s Non-Participating
Royalty”).




          (d) Assumed Contracts. The rights of Seller under the Contracts in effect at the
Effective Time that (i) are described on Exhibit B attached hereto or (ii)
that relate solely to the Timberlands or the forest operations conducted on the Timberlands and are
entered into prior to the Closing in compliance with Section 7.2, but excluding the rights
of Seller under any Ancillary Agreement or Real Property Lease (collectively, the “Assumed
Contracts”).




          (e) Real Property Leases. The rights of Seller with respect to the leases (but only
to the extent the Timberlands are subject to such leases) in effect at the Effective Time that
relate to all or any portion of the Timberlands to which Seller is a lessor as more particularly
described on Exhibit C attached hereto, including any lease under which Seller has granted
to a third party hunting or other recreational rights with respect to the Timberlands (or, with
respect to any recreational lease in respect of the Timberlands listed on Exhibit C that
expires prior to the Closing Date, any renewal of such recreational lease made in compliance with
Section 7.2) (collectively, the “Real Property Leases”).




          (f) Assumed Condemnations. The interests of Seller in any Condemnation that exists on
the date hereof or that arises between the date of this Agreement and the Closing Date, including
the Condemnations listed on Exhibit D attached hereto (or if resolved prior to the Closing,
the proceeds actually received therefrom, net of all costs incurred by Seller to recover such
proceeds) but only to the extent attributable to the Timberlands (collectively, the Condemnations
described above, the “Assumed Condemnations”).




          (g) Approvals. All of Seller’s right, title and interest, if any, in and to all
assignable licenses, permits, certificates of occupancy, development rights, consents,
entitlements, subdivision maps and approvals, whether by a Governmental Authority or
otherwise, relating exclusively to the use, operation or ownership of the Timberlands (the
“Approvals”).




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Unless expressly identified or described in this Section 1.2, no other assets of Seller,
including accounts receivable in respect of sales of timber removed from the Timberlands prior to
the Closing, shall be included within or constitute the Property.




     Section 1.3 Assumed Liabilities. Subject to the terms and provisions of this Agreement and
upon satisfaction of the conditions set forth in Article IX, Seller shall at the Closing
assign to Purchaser, and Purchaser shall assume from Seller, the liabilities and obligations of
Seller under the Assumed Contracts, the Approvals and the Real Property Leases, to the extent such
liabilities and obligations accrue or arise, or are related to periods commencing, on or after the
Effective Time (collectively, the “Assumed Liabilities”).



     Section 1.4 Purchase Price; Deposit. The aggregate purchase price payable by Purchaser to
Seller in consideration for the Property shall be the sum of Thirty-Nine Million Four Hundred
Ninety-Two Thousand One Hundred and No/100 Dollars ($39,492,100.00) (the “Pre-Adjustment
Purchase Price”), subject to adjustment as provided in Section 1.6 (as so adjusted, the
“Purchase Price”). The Purchase Price shall be allocated among (a) the Land and its
appurtenances (including, without limitation, Purchaser’s Non-Participating Royalty, the Assumed
Contracts, the Real Property Leases and the Assumed Condemnations, but excluding the Timber), and
(b) the Timber, as set forth on Exhibit E (as such allocation may be adjusted after the
Closing by mutual agreement of the Seller and Purchaser to reflect any of the adjustments made
pursuant to Section 1.6). Simultaneously with the execution and delivery of this
Agreement, Purchaser shall deposit with the Title Company pursuant to the escrow agreement in the
form of Exhibit F attached hereto, the sum of Two Million and No/100 Dollars
($2,000,000.00) (together with any interest earned thereon, the “Deposit”). The Deposit
shall either be (i) delivered to Seller at the Closing and applied as a credit towards the Purchase
Price or (ii) if the Closing does not occur, disbursed in accordance with Section 11.2.



     Section 1.5 Permitted Exceptions. The Property shall be sold, transferred, assigned and
conveyed to Purchaser subject to the following matters (collectively, the “Permitted
Exceptions”):



          (a) Laws, including building and zoning ordinances;




          (b) To the extent a tract included in the Timberlands is bounded or traversed by a river,
stream, branch or lake:





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




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




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



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          (iv) any portion of the Timberlands which is sovereignty lands or any other land that
may lie within the bounds of navigable rivers as established by Law;



          (c) To the extent any portion of the Timberlands is bounded or traversed by a public road or
maintained right of way, the rights of others (whether owned in fee or by easement) in and to any
portion of the Timberlands that lies within such road or maintained right of way;




          (d) Railroad tracks and related facilities, if any (whether owned in fee or by easement), and
related railroad easements or railroad rights of way, if any, traversing the Timberlands and the
rights of railroad companies to any tracks, siding, ties and rails associated therewith;




          (e) Intentionally deleted;




          (f) Subject to the apportionment provisions of Section 1.7, all ad valorem property or
other Taxes (other than Income Taxes) not yet due and payable, and any Lien related thereto, in
respect of the Property for the Tax period during which the Closing occurs and all subsequent Tax
periods, and all other assessments and other charges of any kind or nature imposed upon or levied
against or on account of the Property by any Governmental Authority, including any additional or
supplemental Taxes that may result from a reassessment of the Timberlands, and any potential
roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that
is subject to recapture pursuant to applicable Law;




          (g) Intentionally deleted;




          (h) Easements, discrepancies or conflicts in boundary lines, shortages in area, vacancies,
excesses, encroachments or any other facts that a current and accurate survey of the Timberlands
would disclose;




          (i) Rights to and/or interests in all oil, gas and other minerals or other substances of any
kind or character, including any Minerals and Mineral Rights, as may have been previously reserved
by or conveyed to others and any leases concerning any of such oil, gas, other minerals or other
substances in, on or under the Timberlands;




          (j) Rights, if any, relating to the construction and maintenance in connection with any public
utility of wires, poles, pipes, conduits and appurtenances thereto, on, under, above or across the
Timberlands;




          (k) Any matter affecting title to the Property that is disclosed in any Completed Title
Commitment and not objected to by Purchaser and any Title Objection that Seller has elected or is
deemed to have elected not to cure pursuant to Section 1.6(b);




          (l) The easements granted to or reserved by Seller pursuant to any provision of this
Agreement;




          (m) Rights of others under any of the Assumed Contracts or the Real Property Leases, to the
extent the same affect title to the Timberlands;




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          (n) Any claim of lack of access rights to any portion of the Timberlands, provided, however,
that for purposes of Section 1.6(b) only, Purchaser shall have the right to object to lack
of access to any portion of the Timberlands (Purchaser acknowledging that the Permitted Exception
described in this Section 1.5(n) shall be included as a Permitted Exception to Seller’s
warranty of title in the Deeds);




          (o) Any Condemnation in respect of the Timberlands described on Exhibit D or arising on or
after the date of this Agreement;




          (p) Restrictions and obligations pursuant to the Continuing Agreements set forth on
Exhibit Q;




          (q) The Reserved Mineral Interests and Rights;




          (r) The Retained Timber;




          (s) Cemeteries and burial grounds; and




          (t) Any easement, covenant, use restriction, zoning restriction, boundary line dispute,
encroachment or other third-party right affecting any of the Property not described in items (a)
through (s) above and which, individually or in the aggregate, would not have a material adverse
effect on the use and enjoyment by Purchaser of the Property for growing and harvesting timber.




     Section 1.6 Certain Adjustments. The Pre-Adjustment Purchase Price shall be subject to the
following adjustments:



          (a) Timber Harvest Adjustment. 





          (i) Three (3) Business Days before the Closing Date, Seller shall provide to Purchaser
a harvest report (the “Pre-Closing Harvest Report”) reporting the volume, by
Merchantable Timber Category, of merchantable timber known by Seller to have been actually
removed from the Timberlands during the period commencing on January 1, 2009 and ending on
the last day of the most recently completed calendar quarter (the “Pre-Closing Harvest
Volume”), together with such supporting data as Purchaser may reasonably request. The
Pre-Adjustment Purchase Price shall be reduced to reflect the value of the Pre-Closing
Harvest Volume, as determined in accordance with Section 1.6(a)(iv) below.
Purchaser shall have 30 days following the Closing to deliver to Seller written notice (a
“Pre-Closing Harvest Objection Notice”) of any objection to the calculation of any
portion of such Pre-Closing Harvest Volume, which Pre-Closing Harvest Objection Notice shall
request commencement of the procedure set forth in Section 1.6(a)(iii). If Seller
does not receive a Pre-Closing Harvest Objection Notice
prior to the expiration of such 30-day period, Purchaser shall have been deemed to have
waived its right to object to Seller’s calculation of any portion of the Pre-Closing Harvest
Volume.




          (ii) Within thirty (30) days following the last day of each calendar quarter following
the Closing Date, through and including the calendar quarter ending



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June 30, 2010, Seller
shall provide to Purchaser a harvest report (each a “Quarterly Harvest Report”)
reporting the volume, by Merchantable Timber Category, of timber that was actually removed
from the Timberlands during such calendar quarter (each a “Quarterly Harvest
Volume”), together with such supporting data as Purchaser may reasonably request.
Purchaser shall have 30 days from the receipt of a Quarterly Harvest Report to deliver to
Seller written notice (a “Quarterly Harvest Objection Notice”) of any objection to
the calculation of any portion of such Quarterly Harvest Volume, which Quarterly Harvest
Objection Notice shall request commencement of the procedure set forth in Section
1.6(a)(iii). If Seller does not receive a Quarterly Harvest Objection Notice prior to
the expiration of such 30-day period, Purchaser shall have been deemed to have waived its
right to object to Seller’s calculation of any portion of such Quarterly Harvest Volume.




          (iii) Within 15 days after receipt of a Pre-Closing Harvest Objection Notice or
Quarterly Harvest Objection Notice, Seller shall appoint a Forestry Consultant to act as a
consultant with respect to the calculation of the Pre-Closing Harvest Volume or any
Quarterly Harvest Volume, as applicable. During the period following receipt of such
Pre-Closing Harvest Objection Notice or Quarterly Harvest Objection Notice, Seller and
Purchaser shall negotiate in good faith to reach agreement on the Pre-Closing Harvest Volume
or Quarterly Harvest Volume, as applicable. If Seller and Purchaser agree on the
calculation of such volume, then such volume shall become final and binding on the Parties.
If Seller and Purchaser are unable to agree on any of the disputed calculations within 30
days after receipt of the Pre-Closing Harvest Objection Notice or Quarterly Harvest
Objection Notice, the Parties shall refer outstanding matters relating to such calculation
to the Forestry Consultant and each Party will, at a mutually agreed time within three (3)
Business Days after referral of the matter to the Forestry Consultant simultaneously submit
to the Forestry Consultant their respective calculations of the disputed portions of the
Pre-Closing Harvest Volume or Quarterly Harvest Volume, as applicable, and any necessary
supporting documentation. Within 30 days of such submissions, the Forestry Consultant will
select one of the two submissions (and shall not select any other amount) as being most
representative of the disputed portion, and the submission so selected shall be final and
binding on the Parties. The costs and expenses of the Forestry Consultant in connection
with the dispute resolution procedure set forth herein shall be paid by the non-prevailing
Party.




          (iv) Following the Closing, Seller shall remit to Purchaser the proceeds, net of any
timber harvest delivery cost or severance tax payable by Seller, received by Seller with
respect to the Pre-Closing Harvest Volume and each Quarterly Harvest Volume, which proceeds
will reduce the Pre-Adjustment Purchase Price. With respect to the proceeds for the
Pre-Closing Harvest Volume, Seller shall remit such proceeds to Purchaser on or before the
later of: (A) the Closing Date; (B) three (3)
Business Days following the final determination of the Pre-Closing Harvest Volume; or
(C) fifty (50) days following the last day of the period to which the Pre-Closing Harvest
Volume relates. With respect to the proceeds for each Quarterly Harvest Volume, Seller
shall remit such proceeds to Purchaser on or before the later of: (Y) three (3) Business
Days following the final determination of such Quarterly Harvest Volume; or (Z) fifty



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(50)
days following the last day of the calendar quarter to which the Quarterly Harvest Volume
relates.



          (b) Title Objections.





          (i) Title Objection Procedure. Within thirty (30) days following the date of
this Agreement, Seller shall use commercially reasonable efforts to cause the Title Company
to deliver Completed Title Commitments to Purchaser with respect the Timberlands. Purchaser
shall have until the tenth (10th) day after its receipt of any Completed Title
Commitment (in each case, the “Title Objection Period”) to deliver to Seller written
notice of any objection to matters reflected in such Completed Title Commitment other than
the Permitted Exceptions (each, a “Title Objection” and collectively, the “Title
Objections”); provided, however, for purposes of making Title Objections only, Purchaser
shall have the right to object to the Permitted Exception described in Section
1.5(n). A Completed Title Commitment shall be deemed to have been made available to
Purchaser when it is posted to the online data repository established and maintained by the
Title Company for such purpose and the Title Objection Period shall commence with respect to
such Completed Title Commitment on the day following the day notice of such posting has been
given by Seller or Title Company to Purchaser by email at the email address set forth in
Section 12.1 with prompt written notice to follow; provided, however, to the extent
a legible copy of any exception document referenced therein is not made available to
Purchaser at the time the Completed Title Commitment is made available to Purchaser,
Purchaser shall have the right to deliver a Title Objection to Seller with respect to such
exception document within ten (10) days following Purchaser’s receipt of such exception
document. Upon receipt of the Title Objections to a Completed Title Commitment, Seller may
elect (but shall not be obligated) to cure or cause to be cured any such Title Objection,
and Seller shall notify Purchaser in writing whether Seller elects to cure the same by the
first to occur of (A) the date that is ten (10) days after receipt of the Title
Objections with respect to such Completed Title Commitment, or (B) one (1) Business
Day before the Closing Date. Failure of Seller to respond in writing within such time
period shall be deemed an election by Seller not to cure such Title Objections. Any Title
Objection shall be deemed to be cured if Seller causes the Title Company to issue a Title
Policy for the affected Timberlands affirmatively insuring over, or not raising as an
exception to the Title Policy, such Title Objection. Notwithstanding the foregoing, Seller
shall be obligated to cure, on or before the Closing Date, all Liens against the Timberlands
evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or
assessments) (“Monetary Liens”) created as a result of the acts or omissions of
Seller or its Affiliates. Seller shall also be obligated to obtain releases of the Property
from all UCC Financing Statements identified on Schedule 1.6(b)(i) attached hereto and any
updates thereto (the “Identified UCCs”). If Seller does not receive written notice
of the Title Objections for any objection to matters reflected in a particular Completed
Title
Commitment on or before the expiration of the relevant Title Objection Period,
Purchaser shall be deemed to have waived its right to object to any and all matters
reflected in such Completed Title Commitment and Purchaser shall be deemed to accept title
to the Timberlands encompassed within such Completed Title Commitment subject to such
matters. Any such Title Objection waived (or deemed waived) by Purchaser shall be




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deemed to
constitute a Permitted Exception, and the Closing shall occur as herein provided without any
reduction of the Pre-Adjustment Purchase Price.




          (ii) Remedy for Title Objection. In the event Seller elects or is deemed to
have elected not to cure any Title Objection (other than Monetary Liens and Identified
UCCs), then Purchaser, at its sole election, may either: (A) waive such Title
Objections and proceed to the Closing, accepting title to those portions of the Timberlands
that are subject to such uncured Title Objections without adjustment to the Pre-Adjustment
Purchase Price (“Accepted Title Objections”); or (B) exclude from the
Timberlands those portions of the Timberlands that are subject to such uncured Title
Objections (a “Title Objection Carveout”) only to the extent that the aggregate
value of the Title Objection Carveouts, as determined by reference to the Value Table (the
“Title Objection Carveout Value”), exceeds $395,000, in which event the
Pre-Adjustment Purchase Price shall be reduced to the extent the Title Objection Carveout
Value exceeds $395,000. Purchaser shall be required to elect clause (A) if the
Title Objection Carveout Value does not exceed $395,000. Notwithstanding the foregoing, each
Title Objection Carveout shall contain at least 40 acres and provide Seller with reasonable
access to such Title Objection Carveout, if Seller does not otherwise have legal access
thereto.




          (iii) Subsequent Title Exceptions. Purchaser may from time to time prior to
Closing request updates to any Completed Title Commitment and if any such update discloses
any title matter that was not listed on the prior Completed Title Commitment and which is
not a Permitted Exception, then the provisions of this Section 1.6(b) shall apply to such
matter. Purchaser may also from time to time prior to Closing obtain updated UCC searches
on the Property, and if any such update discloses any UCC Financing Statement that is not
included on Schedule 1.6(b)(i) and that is not a Permitted Exception, then Schedule
1.6(b)(i) shall be updated to include such additional UCC Financing Statement(s).



          (c) Casualty Loss.





          (i) Notification of Casualty Loss. From the date of this Agreement until the
Closing Date, Seller shall promptly give written notice to Purchaser upon obtaining Seller’s
Knowledge of any Casualty Loss occurring during the period commencing January 1, 2009
through the Closing Date, together with a written estimate of the fair market value of the
damaged or lost timber, as determined in good faith by Seller based upon then-current
pricing for salvage timber, resulting from such Casualty Loss. Purchaser shall have until
the thirtieth (30th) day after the Closing Date to deliver to Seller written
notice of any Casualty Loss that occurred during such period but was not identified by
Seller in accordance with the previous sentence of this Section 1.6(c)(i), together
with a written estimate of the fair market value of the damaged or lost timber, as
determined in good faith by Purchaser based upon then-current pricing for salvage
timber, resulting from such Casualty Loss. If Seller does not receive notice of such
Casualty Loss from Purchaser prior to the expiration of such 30-day period, Purchaser shall
be deemed to have waived its rights to receive an adjustment to the Pre-Adjustment Purchase
Price in respect of any such Casualty Loss pursuant to this Section 1.6(c), apart
from any adjustment to the Pre-Adjustment Purchase Price for any portion of such



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Casualty
Loss that was identified by Seller prior to the Closing pursuant to the first sentence of
this Section 1.6(c)(i), and Purchaser shall be deemed to accept the Timberlands
subject to such Casualty Loss.




          (ii) Adjustment for Casualty Loss. If immediately prior to any Casualty Loss,
the aggregate fair market value of damaged or lost Timber, by reference to the Value Table,
resulting from Casualty Losses identified in accordance with Section 1.6(c)(i)
exceeds $1,185,000 (after taking into account the salvage value of any damaged Timber) (the
“Casualty Loss Basket”), the Pre-Adjustment Purchase Price shall be reduced by the
amount that such aggregate fair market value exceeds the Casualty Loss Basket. If Purchaser
objects to any of Seller’s calculations of the fair market value of the damaged or lost
timber, by reference to the Value Table, resulting from a Casualty Loss prior to the Closing
pursuant to Section 1.6(c)(i) or if Seller objects to any calculation of the fair
market value of the damaged or lost timber, by reference to the Value Table, resulting from
a Casualty Loss made by Purchaser post-Closing pursuant to Section 1.6(c)(i), Seller
and Purchaser shall negotiate in good faith to determine by mutual agreement the fair market
value of the damaged or lost timber in accordance with Section 1.6(c)(iv). If
Seller and Purchaser agree on the amount of such value, then such value will become final
and binding on the Parties. If Seller and Purchaser are unable to agree on the amount of
such value within thirty (30) days of Purchaser’s delivery of a notice of objection to
Seller’s pre-Closing calculations or Seller’s delivery of a notice of objection to
Purchaser’s post-Closing calculations, Seller and Purchaser will refer the matter to a
Forestry Consultant, and each will, at a mutually agreed time within three days after such
referral, submit to the Forestry Consultant their respective calculations of the fair market
value of such damaged or lost timber. Within thirty (30) days of such submissions, the
Forestry Consultant shall determine the fair market value of the damaged or lost timber in
accordance with this Section 1.6(c) and shall select one of the two submissions of
the Parties (and shall not select any other amount) as being most representative of the fair
market value of such damaged or lost Timber, and the submission so selected shall be final
and binding on the Parties. The costs and expenses of the Forestry Consultant in connection
with the dispute resolution procedure set forth herein shall be paid by the non-prevailing
Party.




          (iii) Casualty Loss with FMV of less than the Casualty Loss Basket. If it is
determined in accordance with this Section 1.6(c) that, immediately prior to any
Casualty Loss, the damaged or lost timber in connection with Casualty Losses identified in
accordance with Section 1.6(c)(i) on the Timberlands had an aggregate fair market
value of less than the Casualty Loss Basket, Purchaser shall be deemed to accept such
Timberlands (and the timber thereon) in its condition as of the Closing Date, with no
reduction in the Pre-Adjustment Purchase Price.




          (iv) Determination of FMV of Timber Related to a Casualty Loss. For the
purpose of determining the fair market value of the damaged or lost timber resulting from a
Casualty Loss, the fair market value for damaged or lost timber shall be deemed to equal the
value of the timber as existed immediately prior to such Casualty Loss, determined by
reference to the Value Table, net of the salvage value of such timber to Purchaser after
deducting the cost of harvesting and delivering such timber.



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          (d) Environmental Objections.





          (i) Environmental Objection Procedure. Prior to the date of this Agreement,
Seller has caused SLR Corporation to deliver to Purchaser a Phase I Environmental Site
Assessment with respect to the Timberlands prepared in accordance with ASTM Practice E
2247-08 (Standard Practice for Environmental Site Assessments: Phase I Environmental Process
for Forestland or Rural Property) (the “Phase I Report”). Purchaser shall have
until the tenth (10th) day after the date of this Agreement (the
“Environmental Review Period”) (A) to review the Phase I Report, and (B) to deliver
to Seller written notice of the existence of a REC on any portion of the Timberlands.
Within ten (10) days following Seller’s receipt of such notice from Purchaser, Seller shall
deliver to Purchaser written notice indicating whether Seller (1) intends to cure such REC
before the Closing, or (2) does not intend to cure such REC. Failure by Seller to deliver
such notice within such time period shall be deemed an election to not cure any such REC
pursuant to clause (2).




          (ii) Remedy for Environmental Objection. In the event of the presence of any
REC that Seller has not agreed to cure, Purchaser’s sole remedy with respect to such REC
shall be to adjust the Pre-Adjustment Purchase Price as described in Section
1.6(d)(iii) and the Parties shall proceed to the Closing with those portions of the
Timberlands that are subject to such REC excluded from the Timberlands to be conveyed to
Purchaser (an “Environmental Carveout”). Notwithstanding the foregoing, each
Environmental Carveout in which Seller has an interest shall contain at least 40 acres and
provide Seller with reasonable access to such Environmental Carveout.




          (iii) FMV Calculation. The fair market value of any portion of the Timberlands
subject to any Environmental Carveout shall be calculated by reference to the Value Table.
At the Closing, the Pre-Adjustment Purchase Price shall be reduced by an amount equal to the
aggregate fair market value of the Timberlands subject to such Environmental Carveouts, if
any, as calculated in accordance with this Section 1.6(d)(iii).



     Section 1.7 Apportionments. Except as provided in Section 2.3, the following shall be
apportioned between Purchaser and Seller as of the Effective Time (on a per diem basis) with the
Closing Date allocated to Purchaser: (i) property and other non-Income Taxes and assessments in
respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii)
revenue from the Real Property Leases, if any, including hunting and other recreational lease
revenue; and (iii) payments made or received, applying to the period beginning at the Effective
Time, by Seller in respect of any Assumed Contract (collectively, “Apportionments”). At
Closing, all deposits under the Real Property Leases, if any, shall be assigned to Purchaser or
credited against the Purchase Price. Not later than sixty (60) days after
the Closing Date, Seller and Purchaser shall determine the Apportionments, and the
Pre-Adjustment Purchase Price shall be increased or decreased, as applicable, by the aggregate
amount of such Apportionments, except where any applicable Tax rates have not been fixed or the
value assessments have not been made and finally determined with respect to all of the Timberlands
for the applicable Tax periods in which the Effective Time occurs (Purchaser acknowledging that
Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes
pursuant to certain Assumed Contracts, the final resolution of which protests



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may occur after the
Closing), in which case the Apportionments will be completed promptly after resolution of the
applicable issues. Any adjustment and payment to be made pursuant to this Section 1.7
shall be made no later than three (3) Business Days following the determination of the aggregate
amount of the Apportionments. Seller and Purchaser agree to furnish each other with such documents
and other records as may be reasonably requested in order to confirm all Apportionment calculations
made pursuant to this Section 1.7. Except for the adjustment set forth above, there shall
not be any proration of property Taxes or other non-Income Taxes and assessments and, as between
Purchaser and Seller, Purchaser agrees that Purchaser shall be solely responsible for all such
property Taxes and other non-Income Taxes and assessments due and payable in respect of the
Property after the Closing. If Seller and Purchaser cannot agree as to Apportionments, the dispute
will be resolved pursuant to Section 7.4. The provisions of this Section 1.7 shall survive
Closing and the execution and delivery of the Deeds.



     Section 1.8 Provision Regarding Reserved Mineral Interests. In accordance with Section
1.2(a) and the Deeds, Seller is reserving the Reserved Mineral Interests and Rights, provided,
however, that (a) Purchaser shall retain title to any Timber (other than the Retained Timber)
removed during the exercise by Seller of the Reserved Mineral Interests and Rights, (b) Seller
shall assign to Purchaser any damages allocable to the disturbance of the surface and payable under
any lease of, or agreement relating to, Minerals entered into by Seller, (c) Seller shall grant to
Purchaser Purchaser’s Non-Participating Royalty, and (d) notwithstanding anything to the contrary
in this Agreement, the provisions of Section 3.3 hereof shall not apply to the exercise by (i)
Seller, (ii) any Affiliate of Seller, (iii) any lessee or (iv) any other Person, on or after the
date hereof of any of Seller’s rights with respect to the Reserved Mineral Interests and Rights;
and such covenants (a) through (c) shall be reflected in the Deeds. If, but only if, Seller or any
Affiliate of Seller conducts any mining, drilling, or exploration related to the Reserved Mineral
Interests and Rights on the Property, Seller shall conduct such activities in a commercially
reasonable manner and shall indemnify, defend and hold harmless the Purchaser Indemnitees from and
against any Loss asserted against or incurred by any Purchaser Indemnitee as a result of or arising
out of such mining, drilling, or exploration without regard to the cap provided in Section
10.5(c)(ii). The preceding sentence shall not apply with respect to, and neither Seller nor
any Affiliate of Seller shall indemnify any Purchaser Indemnitee or otherwise be responsible for
any Loss asserted against or incurred by any Purchaser Indemnitee as a result of or arising out of,
any mining, drilling, exploration or other activity related to the Reserved Mineral Interests and
Rights on the Property conducted by any Person other than Seller or an Affiliate of Seller,
including (but not limited to) any lessee of any portion of the Reserved Mineral Interests and
Rights. The provisions of this Section 1.8 shall survive Closing and the execution and
delivery of the Deeds.



     Section 1.9 Provision Regarding Retained Timber. Seller is a party to that certain Timber
Sale and Purchase Agreement dated December 1, 2007 (the “TIN Supply Agreement”), with TIN
Inc., a Delaware corporation (“TIN”). Pursuant to the TIN Supply Agreement, Seller enters
into annual contracts with TIN pursuant to which Seller grants TIN the right to harvest and
purchase timber from the tracts designated in such annual contracts. Pursuant to that certain
Timber Rights Contract (2009) dated January 1, 2009, between Seller and TIN, as amended by that
certain First Amendment to Timber Rights Contract (2009) dated January 19, 2009 (as amended, the
“Timber Rights Contract”), TIN has the right to harvest timber from certain




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portions of the
Timberlands through July 1, 2009, and certain other portions of the Timberlands through July 1,
2010, which tracts are separately and more particularly described on Exhibit H attached
hereto (such tracts being, collectively, the “Retained Timber Tracts”). Seller shall
reserve in the Deeds at the Closing the Timber located on the Retained Timber Tracts (the
“Retained Timber”), provided, however, that (i) Seller shall release to Purchaser
the unharvested Retained Timber within sixty (60) days following the earlier to occur of
(A) the date of completion of all harvesting and retirement activities on the Retained
Timber Tracts by TIN or its agents, employees or contractors, or (B) July 1, 2010 (the
“Outside Release Date”); (ii) the Pre-Adjustment Purchase Price shall be adjusted
pursuant to Section 1.6(a) with respect to all Retained Timber severed from the Retained
Timber Tracts from and after the Closing Date until the date of the release described by clause
(i); (iii) from and after the date of this Agreement until the date of the release
contemplated by clause (i), all harvesting on the Retained Timber Tracts shall be thinnings only,
and clearcuts shall be prohibited except in connection with a casualty loss or the treatment or
prevention of insects or disease, or in connection with any salvage operations related to a
casualty loss, insects or disease but only after giving written notice thereof to Purchaser;
(iv) at the Closing Purchaser and Seller shall enter into a Harvesting and Access Agreement
in the form of Exhibit I attached hereto (the “Harvesting and Access Agreement”) to
grant Seller access to, and to govern Seller’s harvesting of, the Retained Timber after the
Closing; and (v) the Deed for any Retained Timber Tract shall include a provision to reflect the
release of the unharvested Retained Timber as of the Outside Release Date, subject to the rights of
Seller under the Harvesting and Access Agreement to conduct cleanup operations on the Retained
Timber Tracts for a sixty(60) day period following the Outside Release Date.



ARTICLE II

CLOSING




     Section 2.1 Closing. The closing of the transactions contemplated by this Agreement (the
“Closing”) shall be a “mail-away” escrow closing and take place, subject to the
satisfaction, or waiver by the Party entitled to the benefit thereof, of the conditions set forth
in Article IX, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, Atlanta,
Georgia 30309, at 9:00 a.m., local time, on or as of the fifth day following the date on which all
of the conditions set forth in Article IX have been satisfied, or waived by the Party entitled to
the benefit thereof (other than those conditions that by their nature are to be satisfied at the
Closing), in accordance with this Agreement or at such other time and date as the Parties shall
agree in writing (the date on which the Closing occurs, the “Closing Date”). Upon
completion of the Closing, the transactions contemplated by this Agreement shall be deemed
effective as of 12:01 a.m. Eastern Time on the Closing Date (the “Effective Time”). The
Parties shall use their commercially
reasonable efforts to cause the Closing Date to occur on or before July 31, 2009. Except as
specifically provided herein, time is of the essence of this Agreement for all purposes.



     Section 2.2 Closing Deliveries.



          (a) Closing Deliveries by Seller. Seller shall deliver the following items to
Purchaser at the Closing:



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          (i) a certificate from an officer of Seller attesting to the matters set forth in
Sections 9.2(b) and 9.2(c);




          (ii) duly executed counterparts of the assignment and assumption agreements under which
Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the
Assumed Contracts and the Assumed Condemnations, substantially in the form of
Exhibit J-1 attached hereto (the “General Assignment and Assumption”);




          (iii) duly executed counterparts of assignment and assumption agreements under which
Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the
Real Property Leases in each case substantially in the form of Exhibit J-2 attached
hereto (each, an “Assignment and Assumption of Real Property Leases”);




          (iv) duly executed quit claim assignment of Seller’s right, title and interest, if any,
in and to the Approvals, in the form of Exhibit J-3 attached hereto (the
“Approval Assignment”);




          (v) one (1) duly executed limited warranty deed for each county in which the
Timberlands are located containing a description of the applicable portion of the Property
approved by Purchaser in accordance with Section 1.6(b), warranting only against
Persons claiming by, through or under Seller and subject only to the Permitted Exceptions,
in each case substantially in the form of Exhibit K attached hereto, and such other
Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the
Timberlands, the Purchaser Easements in respect thereof, and Purchaser’s Non-Participating
Royalty, but excluding the Retained Timber and the Reserved Mineral Interests and Rights in
respect thereof (collectively, the “Deeds”);




          (vi) an affidavit stating the taxpayer identification number of Seller and that Seller
is not a “foreign person” for purposes of Section 1445 of the Code and the Treasury
Regulations thereunder;




          (vii) such title affidavits as are reasonably requested by the Title Company,
substantially in the form of Exhibit L attached hereto;




          (viii) an affidavit of Georgia residence with respect to Seller, as required by
O.C.G.A. § 48-7-128;




          (ix) releases of all Monetary Liens and, to the extent required pursuant to Section
1.6(b)(i), Identified UCCs on the Property;




          (x) Letter of Reliance by SLR Corporation in favor of Purchaser and Purchaser’s lender,
if any, in the form of Exhibit M attached hereto (the “Letter of Reliance”);



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          (xi) one or more easements substantially in the form of Exhibit N attached
hereto, to the extent necessary to evidence the right of Purchaser, or such other Persons as
shall be designated by Purchaser, to use the Purchaser Easements;




          (xii) duly executed counterparts of the Harvesting and Access Agreement;




          (xiii) duly executed counterparts of letters to each tenant under the Real Property
Leases and each vendor under the Assumed Contracts and Continuing Agreements substantially
in the form attached as Exhibit V attached hereto informing them of the sale of the
Property to Purchaser (the “Notification Letters”); and




          (xiv) such assignments, bills of sale, certificates of title and other instruments of
assignment and conveyance, all in form reasonably satisfactory to Purchaser, as are
necessary to convey fully and effectively to Purchaser the Property in accordance with the
terms hereof.



          (b) Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver the
following items to Seller:





          (i) the Purchase Price;




          (ii) certificates of a duly authorized officer of Purchaser attesting to the matters
set forth in Sections 9.3(b) and 9.3(c);




          (iii) duly executed counterparts of the General Assignment and Assumption, the
Assignment and Assumption of Real Property Leases, and the Approval Assignment;




          (iv) any Conveyance Instruments in respect of the Property to which Purchaser is a
party;




          (v) one or more easements substantially in the form of Exhibit N to the extent
necessary to evidence the right of Seller, or such other Persons as shall be designated by
Seller, to use the Reserved Easements;




          (vi) duly executed counterparts of the Harvesting and Access Agreement;




          (vii) duly executed counterparts of the Notification Letters; and




          (viii) such other instruments of assumption necessary, in the reasonable opinion of
Seller, for Purchaser to assume the Assumed Liabilities.



          (c) Other Closing Deliveries. The Parties shall each execute and deliver such other
and further certificates, assurances, closing statements and documents as may reasonably be
required by the other Party or the Title Company in connection with the consummation of the
transactions contemplated by this Agreement.





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     Section 2.3 Costs and Expenses. Each Party shall be responsible for its own attorneys’ fees
and expenses. Seller shall prepare the Deeds at Seller’s expense and shall pay all costs of
removing all Monetary Liens and, to the extent required pursuant to Section 1.6(b)(i),
Identified UCCs against the Property. Purchaser shall pay all other costs associated with filing
any documents, including the Deeds, to be recorded with the exception that Seller shall pay the
filing costs of any documents related to satisfying or releasing the Monetary Liens, Identified
UCCs and the Title Objections that Seller has elected to cure. Seller shall be responsible for any
timber harvest or severance tax with respect to any timber harvested from the Timberlands prior to
the Closing and any harvested Retained Timber. Purchaser shall pay the cost, if any, of the
assignment of the Approvals.  Purchaser shall be responsible for any recapture, reassessment,
roll-back Taxes or changes in Tax assessments in respect of the Property that may become due and
payable after the Effective Time caused by any action or inaction of Purchaser with respect to the
removal of the Property after the Effective Time from their present classifications, or changes in
use after the Effective Time. Purchaser shall bear all sales, use, excise, documentary, stamp
duty, registration, transfer, conveyance, economic interest transfer and other similar Taxes
related to the conveyance of the Property from Seller to Purchaser arising in connection with the
transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and the Party
having primary responsibility under applicable Law shall timely prepare and file Tax Returns in
respect of such Transfer Taxes with the applicable Taxing Authority. All other costs shall be paid
by the Party incurring such costs.



ARTICLE III

ACKNOWLEDGEMENTS BY PURCHASER




     Section 3.1 Disclaimer of Certain Representations. Purchaser acknowledges that, except as is
specifically set forth in this Agreement, the Ancillary Agreements, the Deeds and the other
conveyance and assignment instruments and affidavits referred to in Article II, Seller has
not made, does not make and has not authorized anyone else to make, any representation, warranty or
promise of any kind, including as to: (i) the existence or non-existence of access to or
from the Timberlands or any portion thereof; (ii) the location of the Timberlands or any
portion thereof within any flood plain, flood prone area, watershed or the designation of any
portion thereof as “wetlands”; (iii) the availability of water, sewer, electrical, gas or
other utility services at or on the Timberlands; (iv) the number of acres or square footage
in the Timberlands; (v) the present or future physical condition or suitability of the
Property for any purpose; (vi) the actual amount and type of timber on the Timberlands, if
any; or (vii) any other matter or thing affecting or relating to the Property or this
Agreement.



     Section 3.2 General Disclaimers. PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS
AGREEMENT, THE ANCILLARY AGREEMENTS, THE DEEDS AND THE OTHER CONVEYANCE AND ASSIGNMENT
INSTRUMENTS AND AFFIDAVITS REFERRED TO IN ARTICLE II: (I) NO REPRESENTATIONS,
WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN OR ARE BEING MADE BY OR ON BEHALF OF SELLER
OR ANY OTHER PERSON WITH RESPECT TO THE PROPERTY, INCLUDING WITH RESPECT TO PHYSICAL OR
ENVIRONMENTAL CONDITION, HABITABILITY, QUANTITY OR QUALITY OF TIMBER, NURSERY STOCK OR SEEDLINGS,
FUTURE



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FIBER GROWTH OR HARVEST, FUTURE FINANCIAL RESULTS FROM THE SALE OF FIBER GROWN ON THE
TIMBERLANDS OR FROM THE SALE OF THE TIMBERLANDS, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED
RELATING TO ANY OF THE FOREGOING MATTERS, AND (II) IN ENTERING INTO THIS AGREEMENT,
PURCHASER HAS NOT RELIED AND DOES NOT RELY ON ANY SUCH REPRESENTATION, WARRANTY OR PROMISE, EXPRESS
OR IMPLIED, BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON. PURCHASER ACKNOWLEDGES AND AGREES THAT
PURCHASER SHALL TAKE THE PROPERTY IN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION ON THE
CLOSING DATE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ANCILLARY AGREEMENTS,
THE DEEDS AND THE OTHER CONVEYANCE AND ASSIGNMENT INSTRUMENTS AND AFFIDAVITS REFERRED TO IN
ARTICLE II.



     Section 3.3 Waiver and Release. UPON THE CLOSING, SUBJECT TO ARTICLE X, PURCHASER
SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING ADVERSE ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY SELLER’S OR PURCHASER’S INVESTIGATION, AND UPON THE CLOSING, SUBJECT TO
ARTICLE X, PURCHASER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT),
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY
AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY
APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT, SUBJECT TO ARTICLE
X, SELLER SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INVESTIGATION, CLEAN-UP,
REMEDIATION, CORRECTIVE ACTION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ADVERSE ENVIRONMENTAL
CONDITIONS ON THE TIMBERLANDS AFTER THE CLOSING, AND PURCHASER, OR SUCH OTHER THIRD PARTY OTHER
THAN SELLER AS MAY BE DETERMINED BY APPLICABLE LAW, SHALL BE RESPONSIBLE FOR ALL SUCH
INVESTIGATION, CLEAN-UP, REMOVAL, REMEDIATION OR CORRECTIVE ACTION AND THE COSTS AND EXPENSES
RELATED THERETO. THE PROVISIONS OF THIS SECTION 3.3 SHALL NOT APPLY TO ANY CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN
TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT
COSTS) OF ANY AND EVERY KIND RESULTING FROM OR RELATING TO (1) THE EXERCISE BY ANY PERSON
(INCLUDING BUT NOT LIMITED TO SELLER, SELLER’S AFFILIATES AND ANY LESSEE OF SELLER) AFTER THE DATE
OF THIS AGREEMENT OF ANY OF SELLER’S RIGHTS WITH RESPECT TO THE RESERVED MINERAL INTERESTS AND
RIGHTS, OR (2) ANY ENVIRONMENTAL CARVEOUT. NEITHER PARTY HERETO INTENDS FOR THIS SECTION
3.3 TO



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BENEFIT ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, A “THIRD PARTY BENEFICIARY”,
AND NO PERSON OTHER THAN THE PARTIES HERETO SHALL HAVE ANY RIGHTS OR CLAIMS AGAINST A PARTY UNDER,
DERIVED FROM OR IN ANY WAY RELATED TO THIS SECTION 3.3.



     Section 3.4 No Reliance. Purchaser acknowledges that any materials provided to it, including
any cost or other estimates, projections, acreage, and timber information, any management
presentations and any materials and information provided on data disks, via e-mail or in any
on-line data rooms, are not and shall not be deemed representations or warranties by or on behalf
of Seller or any other Person and are not to be relied upon by Purchaser.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER AS TO STATUS




     Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date,
as follows:



     Section 4.1 Organization. Seller is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all requisite corporate power and
authority to: (i) own, lease and operate its properties and assets and to carry on its
business as now being conducted; (ii) execute this Agreement and all other agreements,
instruments and documents to be executed by it in connection with the consummation of the
transactions contemplated by this Agreement and such other agreements (the “Ancillary
Agreements”); and (iii) perform its obligations and consummate the transactions
contemplated hereby and by the Ancillary Agreements.



     Section 4.2 Qualification. Seller is qualified or registered as a foreign corporation for the
transaction of business and is in good standing under the Laws of each jurisdiction in which the
location of its properties makes such qualification necessary, other than those jurisdictions as to
which the failure to be so qualified or registered would not, individually or in the aggregate,
have a Material Adverse Effect or a material adverse effect on Seller’s ability to perform its
obligations under this Agreement and the Ancillary Agreements.



     Section 4.3 Authority. The execution, delivery and performance of this Agreement and the
consummation of transactions contemplated hereby by Seller have been duly and validly authorized by
all necessary corporate action, and no other corporate proceedings on the part of Seller are
necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by Seller and, assuming due
authorization, execution and delivery by Purchaser, is a legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of
general applicability relating to or affecting creditors’ rights and to general equity principles.



     Section 4.4 No Violation. The execution, delivery or performance of this Agreement by Seller
will not result in a breach or violation of, or default under, (i) the terms, conditions or
provisions of Seller’s certificate of incorporation, bylaws or any standing resolution of its board



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of directors; (ii) any Assumed Contract or Real Property Lease; (iii) any Law
applicable to Seller or any of the Timberlands; or (iv) any permit, license, order,
judgment or decree of any Governmental Authority by which Seller or the Timberlands is or may be
bound, excluding from the foregoing clauses (ii), (iii) and (iv) such breaches, violations or
defaults that would not be reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect or a material adverse effect on Seller’s ability to perform its obligations under
this Agreement and the Ancillary Agreements.



     Section 4.5 Governmental Consents and Approvals. There are no approvals, consents or
registration requirements with respect to any Governmental Authority that are or will be necessary
for the valid execution and delivery by Seller of this Agreement and the Ancillary Agreements, or
the consummation of the transactions contemplated hereby and thereby, other than (i) those
described on Exhibit O attached hereto and (ii) those which (A) have been
obtained, or (B) are of a routine nature and not customarily obtained or made prior to
execution of purchase and sale agreements in transactions similar in nature and size to those
contemplated hereby and where the failure to obtain the same would not, individually or in the
aggregate, have a Material Adverse Effect or a material adverse effect on Seller’s ability to
perform its obligations under this Agreement and the Ancillary Agreements.



     Section 4.6 Litigation.



          (a) Pending Matters. Except as set forth on Exhibit P attached hereto, there
are no pending Claims or, to Seller’s Knowledge, threatened Claims that (i) either
(A) seek to restrain or enjoin the execution and delivery of this Agreement or any
Ancillary Agreement or the consummation of any of the transactions contemplated hereby or thereby,
or (B) affect or relate to any of the Property, and (ii) would be reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect or a material adverse
effect on Seller’s ability to perform its obligations under this Agreement and the Ancillary
Agreements.




          (b) Adverse Judgments. There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards (whether rendered by a Governmental Authority or by an arbitrator)
against Seller (or affecting any of the Property) that prohibit or restrict or could reasonably be
expected to result in any material delay of the consummation of the transactions contemplated by
this Agreement or the Ancillary Agreements.




     Section 4.7 Taxes. Except for such Liens as may be reflected in the Title Commitments, there
are no Liens or other encumbrances, other than the Permitted Exceptions, on any of the Property
that arose in connection with any failure or alleged failure by Seller to timely pay any Tax. All
material Taxes related to the Property required to be withheld and paid have been timely withheld
and paid, except for (i) such
Taxes the failure to pay which would not
be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect and
(ii) any Taxes being contested in good faith. Exhibit T attached hereto describes the Tax
reduction proceedings with respect to the Property initiated by Seller as of the date of this
Agreement.



     Section 4.8 Contracts. Exhibits B and C contain a list, and Seller has made available
to Purchaser copies, of the following documents in effect on the date of this Agreement:
(i) each



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Assumed Contract; (ii) all of the Real Property Leases; and (iii)
each written amendment, supplement, and modification in respect of any of the foregoing.



     Section 4.9 Continuing Agreements. The Continuing Agreements in effect as of the date of this
Agreement are listed on Exhibit Q attached hereto, and Purchaser has been provided with
copies of or access to all such Continuing Agreements.



ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER RELATED

TO THE PROPERTY




     Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date,
as follows:



     Section 5.1 Compliance with Laws. Seller holds all licenses, certificates, permits,
franchises, approvals, exemptions, registrations and rights of any Governmental Authority that are
necessary to conduct operations on the Timberlands as presently conducted, except for those
licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights the
failure to hold which would not be reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect. Seller is presently operating the Timberlands in substantial compliance
with applicable Laws, other than Environmental Laws which are expressly excluded from this
Section 5.1, and except for those violations, if any, that would not be reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect.



     Section 5.2 Condemnations. Except as described on Exhibit D, there are no
Condemnations as of the date hereof and no Condemnations have been concluded between January 1,
2009 and the date hereof.



     Section 5.3 Assumed Contracts and Real Property Leases. Except as described on Exhibits B
or C, with respect to each Assumed Contract and Real Property Lease, or except as would not be
reasonably likely, individually or in the aggregate, to have a material adverse effect on the use
and enjoyment by Purchaser of the Timberlands or any material portion thereof in accordance with
the terms of such Assumed Contract or Real Property Lease: (i) such Assumed Contract or
Real Property Lease is legal, valid, binding, enforceable and in full force and effect;
(ii) the transactions contemplated by this Agreement or the Ancillary Agreements will not
result in a breach or default under such Assumed Contract or Real Property Lease, or otherwise
cause such Assumed Contract or Real Property Lease to cease to be legal, valid, binding,
enforceable and in full force and effect on identical terms following the Closing; (iii)
neither Seller, nor to Seller’s Knowledge, any other party to such Assumed Contract or Real
Property Lease is in
breach or default under such Assumed Contract or Real Property Lease; and (iv) to
Seller’s Knowledge, no event has occurred or failed to occur or circumstances exist which, with the
delivery of notice, the passage of time or both, would constitute a breach or default under such
Assumed Contract or Real Property Lease or permit the termination, modification or acceleration of
rent under such Assumed Contract or Real Property Lease.



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     Section 5.4 Matters Relating to the Environmental Condition of the Timberlands. Except as may
be set forth in the Phase I Report or on Exhibit W, to Seller’s Knowledge (i) there
is no condition existing on the Timberlands that constitutes a material violation of any applicable
Environmental Law, (ii) there is no existing Adverse Environmental Condition on the
Timberlands, (iii) Seller has not received any written notice of any violation of, or
liability under, any Environmental Law in connection with the operation of Seller on the
Timberlands, and (iv)  there are no material writs, injunctions, decrees, orders or
judgments outstanding or any actions, suits, proceedings or investigations pending or threatened
relating to the compliance of Seller with or liability under any Environmental Law affecting the
Timberlands.



     Section 5.5 Timber Cutting Contracts. Except for the TIN Supply Agreement and any related
Timber Rights Contract, there are no outstanding Contracts pursuant to which any Person has the
right to cut or remove timber on the Timberlands. TIN and its contractors have the right to
harvest timber only on the Retained Timber Tracts.



     Section 5.6 Carbon Credits. Seller has not sold, assigned or pledged any sequestered carbon
dioxide and/or carbon credits with respect to the Property.



     Section 5.7 Boundary Disputes. To Seller’s Knowledge, Seller has not received written notice
of any boundary line dispute affecting the Property other than those described on Exhibit U
attached hereto.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER




     Section 6.1 Representations and Warranties. Purchaser represents and warrants to Seller, as
of the date hereof and as of the Closing Date, as follows:



          (a) No Violation. The execution, delivery, and performance by Purchaser of this
Agreement or any of the Ancillary Agreements to which it is a party will not result in a breach or
violation of, or default under, (i) any Contract to which it is a party or by which it or
any of its assets may be bound; (ii) any Law applicable to it or any of its assets; or
(iii) any permit, license, order, judgment or decree of any Governmental Authority by which
Purchaser or any of its assets is or may be bound, excluding from the foregoing clauses (i), (ii)
and (iii), such breaches, violations or defaults that would not be reasonably likely, individually
or in the aggregate, to have a material adverse effect on its ability to perform its obligations
under this Agreement and the Ancillary Agreements to which it is a party.




          (b) Governmental Consents and Approvals. There are no approvals, consents or
registration requirements with respect to any Governmental Authority that are or will be necessary
for the valid execution and delivery by Purchaser of this Agreement and the Ancillary
Agreements, or the consummation of the transactions contemplated hereby and thereby, other
than those that (i) have been obtained, (ii) are of a routine nature and not
customarily obtained or made prior to execution of purchase and sale agreements in transactions
similar in nature and size to those contemplated hereby and where the failure to obtain the same
would not, individually or in the aggregate, have a material adverse effect on the ability of
Purchaser to perform its obligations under this Agreement and the Ancillary Agreements to which it
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or (iii) may be required to be obtained by Purchaser for it to conduct
operations on the Timberlands.




          (c) Litigation. There are no claims against Purchaser or, to the actual knowledge of
Purchaser, any threatened claims against Purchaser, which either alone or in the aggregate seek to
restrain or enjoin the execution and delivery of this Agreement or any of the Ancillary Agreements
or the consummation of any of the transactions contemplated hereby or thereby. There are no
judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by
a Governmental Authority or by an arbitrator) against Purchaser (or affecting any of its assets)
that prohibit or restrict or could reasonably be expected to result in any delay of the
consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.




          (d) Financial Capacity. Purchaser has the financial capacity to pay the Purchase
Price payable at the Closing and all expenses and fees incurred by Purchaser pursuant to or in
connection with the transactions contemplated by this Agreement. Prior to the execution and
delivery of this Agreement, Purchaser has delivered to Seller a true, correct and complete copy of
an executed loan agreement dated June 25, 2009 between Regions Bank (the “Lender”) and
Purchaser (the “Loan Agreement”) to provide Purchaser with debt financing in the amount set
forth therein (the “Debt Financing”). The Debt Financing is an amount sufficient to enable
Purchaser to consummate the transactions contemplated by this Agreement and, subject only to the
terms and conditions set forth in the Loan Agreement, represents funds available to be used by
Purchaser for such purpose. No event has occurred which, with or without notice, lapse of time or
both, would constitute a default or breach on the part of Purchaser under any term or condition of
the Loan Agreement. Purchaser has no reason to believe that any of the conditions to the Debt
Financing contained in the Loan Agreement will not be satisfied on a timely basis and has fully
paid any and all commitment or other fees required to be paid as of the date of this Agreement.




     Section 6.2 Conditional Representations and Warranties. In the event that Purchaser assigns
this Agreement to a limited liability company pursuant to the terms of Section 12.4, in
addition to the representations and warranties set forth in Section 6.1, Purchaser
represents and warrants to Seller, as of the date of such assignment and as of the Closing Date, as
follows:



          (a) Organization. Purchaser is a limited liability company, duly organized, validly
existing and in good standing under the laws of the state in which it is organized and has all
requisite limited liability company power and authority to: (i) own, lease and operate its
properties and assets and to carry on its business as now being conducted; (ii) execute
this Agreement and the Ancillary Agreements to which it is a party; and (iii) perform its
obligations and consummate the transactions contemplated hereby and thereby.




          (b) Qualification. Purchaser is qualified or registered as a foreign limited
liability company for the transaction of business and is in good standing under the laws of each
jurisdiction in which the location of its properties makes such qualification necessary, other than
those jurisdictions as to which the failure to be so qualified or registered would not, individually


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or in the aggregate, have a material adverse effect on its ability to perform its
obligations under this Agreement and the Ancillary Agreements to which it is a party.




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




          (d) No Violation. The execution, delivery, and performance by Purchaser of this
Agreement or any of the Ancillary Agreements to which it is a party will not result in a breach or
violation of, or default under, the terms, conditions or provisions of the its articles/certificate
of incorporation, bylaws, limited liability company agreement or any standing resolution of its
board of directors, members or managers (as the case may be) or any other organizational document.




ARTICLE VII

ADDITIONAL AGREEMENTS RELATING TO THE

PROPERTY GENERALLY




     Section 7.1 Commercially Reasonable Efforts.



          (a) General. Subject to the terms and conditions herein provided, each of the Parties
agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable to consummate and make effective
as promptly as practicable the transactions contemplated by this Agreement and to cooperate with
each other in connection with the foregoing, including using all commercially reasonable efforts:





          (i) to obtain all necessary waivers, consents, releases and approvals, including all
consents, approvals and authorizations that are required to be obtained under any applicable
Law;




          (ii) to lift or rescind any injunction or restraining order or other order adversely
affecting the ability of the Parties to consummate the transactions contemplated hereby or
by the Ancillary Agreements;




          (iii) to effect all necessary registrations and filings and submissions of information
requested by Governmental Authorities; and




          (iv) to fulfill all conditions to this Agreement.



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          (b) Certain Filings. In furtherance and not in limitation of the foregoing, each of
the Parties agrees to make, or cause to be made, all necessary filings required pursuant to any
Regulatory Law with respect to the transactions contemplated hereby as promptly as practicable
after the date of this Agreement, but in no event later than fifteen (15) days after the date
hereof, and to supply as promptly as practicable any additional information and documentary
material that may be requested pursuant to any Regulatory Law.




          (c) Cooperation. If necessary to obtain any consent, approval, permit or
authorization or to remove any impediment to the transactions contemplated hereby or by any
Ancillary Agreement relating to any Regulatory Law or to avoid the entry of, or to effect the
dissolution of, any injunction, temporary restraining order or other order in any suit or
proceeding relating to Regulatory Law, each of the Parties shall cooperate with each other and take
such lawful steps as shall be necessary or appropriate to secure such end.




     Section 7.2 Maintenance of Business.



          (a) Subject to the terms and conditions of this Agreement, and except as otherwise
contemplated hereby, Seller, from the date hereof through the Closing Date, shall use commercially
reasonable efforts to maintain the Property in the ordinary course in all material respects. In no
case shall Seller engage or authorize TIN or its agents, employees or contractors to engage in any
(i) harvesting on any of the Timberlands, except for thinnings on the Retained Timber Tracts, or
(ii) clearcutting of Timber or Retained Timber from and after the date of this Agreement, except in
connection with a casualty loss or the treatment or prevention of insects or disease, or in
connection with any salvage operations related to a casualty loss, insects or disease.




          (b) Subject to the terms and conditions of this Agreement, and except as Seller may otherwise
agree in writing, Purchaser shall not interfere with Seller’s conduct of business with respect to
the Property pending the Closing and shall not take any action that might reasonably be expected to
impair Seller’s relationships with customers, suppliers or employees of the businesses and
operations of Seller, whether or not associated with the Property. Purchaser shall not hinder,
discourage or interfere with access to or operations on the Timberlands by any Person in privity of
contract with or acting by, through or under Seller. The covenant contained in this Section 7.2(b)
shall survive the Closing with respect to the Retained Timber Tracts and the Retained Timber.




          (c) Subject to the terms and conditions of this Agreement, through the Effective Time Seller
shall not transfer, sell or lease any interest in the Timberlands except for the renewal of
recreational leases on substantially the same or better terms as currently in effect and except for
the entry in the ordinary course of business into new recreational leases substantially in the form
of existing recreational leases to which Seller is a party; provided, however, that any such
renewal or new lease shall (i) not be for a term of more than twelve (12) months and (ii) shall be
terminable by lessor upon no more than thirty (30) days prior notice.




          (d) Seller shall not, after the date of this Agreement, enter into any timber cutting or
supply agreement with respect to the Timberlands.




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     Section 7.3 Public Announcements.



          (a) No Recording. This Agreement (or a memorandum thereof) shall not be recorded by
Purchaser in any real property records. In the event that this Agreement (or a memorandum thereof)
is so recorded by Purchaser, Seller may, at its option, terminate this Agreement.




          (b) Certain Disclosures. Notwithstanding anything to the contrary set forth in
Section 12.7 or the Confidentiality Agreement, Purchaser and Seller agree that the terms
and conditions of the transactions contemplated in this Agreement are to remain confidential,
except that a Party and its Affiliates may disclose the terms and provisions of this Agreement (i)
to the extent that such Party or any of its Affiliates is required by applicable Law (including the
rules and regulations promulgated by the SEC or any stock exchange) to make public disclosure or
(ii) in any legal proceeding, including any audit, to the extent necessary to enforce any rights
under this Agreement, in either case, the disclosing Party shall provide the other Party with prior
notice of such disclosure and the content thereof. Notwithstanding the foregoing, following the
date of this Agreement, a Party may issue a press release or make other public announcements
disclosing that the transactions contemplated by this Agreement and describing the Parties and the
Property, but shall not disclose any other terms of the transactions, unless otherwise required by
applicable Law; provided, however, that any press release or public announcement by
Purchaser regarding the transactions contemplated by this Agreement shall only be made
simultaneously with or after a press release or public announcement by Seller regarding the
transactions contemplated by this Agreement, and Purchaser shall have obtained the prior written
approval of Seller with respect to the content of any such press release or public announcement.
Notwithstanding the foregoing, Seller may make any filing required by any rule or regulation
promulgated by the SEC or any stock exchange without consultation with Purchaser.




     Section 7.4 Dispute Resolution.



          (a) Initial Discussions. In the event that a Party gives notice of any dispute,
claim, question, disagreement or controversy arising from or relating to this Agreement or the
breach thereof, or the Property, other than those disputes, claims, questions, disagreements or
controversies for which dispute resolution procedures are set forth in Section 1.6 (a
“Dispute”), representatives of the Parties shall use commercially reasonable efforts to
settle the Dispute. To this effect, such representatives shall consult and negotiate with each
other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to the Parties. If the representatives are unable to resolve any Dispute
within thirty (30) days after the date of the notice of such Dispute, any Party may, by giving
notice to the other Party, refer the Dispute to a senior executive officer of each Party or an
Affiliate (each, a “Party Executive”) for resolution. The Party Executives will meet with
each other, either physically at a mutually convenient location or by telephone or videoconference,
to endeavor to resolve the Dispute in view of the Parties’ mutual interest in reaching a reasonable
business resolution. If the Party Executives are unable to resolve the Dispute within thirty (30)
days after submission to them, the Party Executives shall in good faith discuss the desirability of
submitting the Dispute to
mediation or binding arbitration before a single mediator or arbitrator who has at least ten
(10) years relevant industry experience in the matter that is the subject of the Dispute. If the
Party Executives cannot unanimously agree to submit the Dispute to mediation or binding arbitration



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within sixty (60) days after the Dispute was first submitted to them, or upon the failure of any
agreed-upon mediation to resolve the Dispute, the Parties may pursue such rights and remedies as
are available under this Agreement or otherwise.




          (b) Evidentiary Status. All settlement offers, promises, conduct and statements,
whether oral or written, made in the course of the settlement or any mediation process by either
Seller or Purchaser, their agents, employees, experts and attorneys, and by the mediator, are
confidential, privileged and inadmissible for any purpose, including impeachment, in any
litigation, arbitration or other proceeding involving the Parties; provided,
however, that evidence that is otherwise admissible or discoverable shall not be rendered
inadmissible or non-discoverable as a result of its disclosure during settlement or mediation
efforts.




          (c) Forbearance. During the pendency of the settlement or any mediation process, the
Parties agree to forebear from filing or otherwise proceeding with litigation; provided,
however, that either Seller, on the one hand, or Purchaser, on the other hand, shall be
entitled to seek a temporary restraining order or preliminary injunction to prevent the breach of
Seller’s or Purchaser’s obligations, as the case may be, under this Agreement or any Ancillary
Agreement. If any agreement of the Parties to use mediation breaks down and a later litigation is
commenced or application for an injunction is made, the Parties will not assert a defense of laches
or statute of limitations based upon the time spent in mediation.




          (d) Litigation. Either Seller or Purchaser may initiate litigation with respect to
any Dispute submitted to the Party Executives at any time following 60 days after the initial
meeting between the Party Executives session or 90 days after the date of sending the written
request for resolution by the Party Executives, whichever occurs first.




          (e) Enforcement. The provisions of this Section 7.4 may be enforced by any
court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of
all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom
enforcement is ordered.




     Section 7.5 Required Consents. Each of the Parties shall cooperate, and use all commercially
reasonable efforts, to make all filings and obtain all licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Authorities and other third parties
necessary to consummate the transactions contemplated by this Agreement. In addition to the
foregoing, Purchaser agrees to provide such information as to financial capability, resources and
creditworthiness as may be reasonably requested by any Person whose consent or approval is sought
hereunder or in connection herewith. Notwithstanding the foregoing, nothing herein shall obligate
or be construed to obligate any Party to make any payment to any Person in order to obtain the
consent or approval of such Person or to transfer any Assumed Contract or Real Property Lease in
violation of its terms. With respect to any agreement for which any required consent or approval
is not obtained prior to the Closing, each of Seller and Purchaser shall use all
commercially
reasonable efforts to obtain any such consent or approval after the Closing until either such
consent or approval has been obtained or Seller determines in good
faith that such consent cannot reasonably be obtained. In addition, to the extent that any
Assumed Contract or Real Property Lease may not be assigned without the consent or approval of any
Person, and such consent is not obtained prior to the Closing, Seller shall use all



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commercially
reasonable efforts to provide Purchaser with the same benefits (and Purchaser shall be responsible
for all corresponding obligations) arising under such Assumed Contract or Real Property Lease,
including performance by Seller (or Purchaser if applicable) as agent, if legally permissible and
commercially feasible; provided, however, that Purchaser (or Seller, if applicable)
shall provide Seller (or Purchaser, if applicable) with such access to the premises, books and
records and personnel as is reasonably necessary to enable Seller (or Purchaser, if applicable) to
perform its obligations under such Assumed Contracts or Real Property Leases and Purchaser shall
pay or satisfy the corresponding liabilities for the enjoyment of such benefits to the extent
Purchaser would have been responsible therefor if such consent or approval had been obtained.



     Section 7.6 Continuing Agreements. Purchaser acknowledges that the Property is and will
continue to be subject to certain Contracts that are not Assumed Contracts (the “Continuing
Agreements”). Purchaser further acknowledges that from the date of this Agreement to the
Closing Date, subject to Purchaser’s prior written consent (which shall not be unreasonably
withheld, conditioned or delayed), Seller may enter into additional Continuing Agreements in
respect of the Property. For so long as any of the Continuing Agreements remains in effect from
and after the Closing Date, Purchaser shall comply (and shall assist Seller in its compliance) with
the obligations thereunder that apply to Seller as surface owner as if Purchaser were a party
thereto and Purchaser shall be entitled to the surface payments related to such Continuing
Agreements.



     Section 7.7 Tax Consulting Agreements.



          (a) With regard to the tax consulting agreement listed on Exhibit B (the
“TCA”), Seller and Purchaser will work expeditiously and in good faith with the contract
counterparty (the “Consultant”) to separate the TCA into two “mirror” substitute
agreements, with one agreement relating to the Property and to be entered into by Purchaser and the
Consultant (the “Transferred TCA”), and one relating to the other real property of Seller
not being conveyed pursuant to this Agreement and to be entered into by Seller and the Consultant
(the “Retained TCA”).




          (b) The Transferred TCA will constitute an Assumed Contract for purposes of this Agreement.
Purchaser will not assume or otherwise have any liability with respect to the Retained TCA.




          (c) If any tax relief is obtained pursuant to the Transferred TCA, then the relief
attributable to the period prior to the Closing will be for the benefit of Seller, and the relief
attributable to the period on and after the Closing will be for the benefit of Purchaser. Any fees
payable under the TCA will be allocated based on the respective amounts of relief attributable to
the periods described above, except as provided in Section 7.7(d).




          (d) In the event that Purchaser terminates the Transferred TCA after the Closing, Purchaser
will be responsible for any fees payable as a result of such termination.




          (e) In the event the foregoing cannot be completed prior to the Closing, the Parties will
enter into substitute arrangements of the type contemplated by Section 7.5 in order to



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accomplish, as nearly as practicable, the arrangements contemplated by the foregoing provisions of
this Section 7.7.




     Section 7.8 Debt Financing. Purchaser shall obtain the Debt Financing pursuant to the Loan
Agreement and shall satisfy on a timely basis all conditions applicable to Purchaser in the Loan
Agreement in order to consummate on a timely basis the transactions contemplated by this Agreement.
If any portion of the Debt Financing becomes unavailable for any reason, Purchaser shall
immediately notify Seller of such occurrence and shall arrange alternative financing, including
from alternative sources, as promptly as practicable following the occurrence of such event.
Purchaser shall give Seller prompt notice upon becoming aware of any material breach by any party
to the Loan Agreement or any termination of the Loan Agreement. Purchaser shall not permit any
material amendment or modification to be made to, or any waiver of any material provision or remedy
under, the Loan Agreement without the prior written consent of Seller (such consent not to be
unreasonably withheld, conditioned or delayed). Purchaser shall timely pay any and all commitment
and other fees required by, or in connection with, the Loan Agreement to be paid prior to or at the
Closing.



ARTICLE VIII

ADDITIONAL AGREEMENTS RELATING TO THE TIMBERLANDS




     Section 8.1 Right of Entry.



          (a) General; Certain Limitations. Purchaser, through its authorized agents or
representatives, may enter upon the Timberlands for the purposes of making inspections and other
studies only in accordance with the terms of that certain Land Entry Permit dated as of June 19,
2009 (the “Land Entry Permit”), by and between Seller and Purchaser; provided,
however, that the indemnity provisions therein shall survive the termination or expiration
of the Land Entry Permit and the Closing Date or the earlier termination of this Agreement; and
provided further, however, that neither Purchaser nor its agents or
representatives shall (i) enter upon the Timberlands for the purpose of preparing Phase II
Reports or making any soil borings or other invasive or other subsurface environmental
investigations relating to all or any portion of the Timberlands, (ii) prepare or instruct
its agents or representatives to prepare Phase II Reports or make any soil borings or other
invasive or other subsurface environmental investigations relating to all or any portion of the
Timberlands, or (iii) contact any official or representative of any Governmental Authority
regarding Hazardous Substances on or the environmental condition of the Timberlands, in each case
without Seller’s prior written consent thereto. Upon the completion of such inspections and
studies, Purchaser, at its expense, shall repair any damage caused to the Property and remove all
debris resulting from and all other material placed on the Timberlands in connection with
Purchaser’s inspections and studies.




          (b) Disclosure of Results. If Purchaser fails to close the transaction hereunder, at
Seller’s request, Purchaser shall disclose the results of such inspections and studies, and shall
deliver copies of all such reports and test results, to Seller; provided, however, that Purchaser
shall not be required to provide Seller with copies of appraisals, marketing, or financial
analysis, generated or made on behalf of Purchaser and those documents or reports
which are protected by the attorney-client and/or attorney work product privileges; and
Purchaser does not make any warranty regarding the content or accuracy of any such information. The




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results of such inspections and studies (as well as any information and documents that Seller
delivered or caused to be delivered to Purchaser concerning the Timberlands) shall be treated as
strictly confidential by Purchaser and the same shall not be disclosed to any third party or
Governmental Authority (provided that such results, information and documents may be disclosed to
consultants, attorneys, investors and lenders of Purchaser for use solely in connection with the
transactions contemplated by this Agreement, who shall be required by Purchaser to similarly treat
such results, information and documents as strictly confidential) except to the extent required by
any Law or court order or in connection with any legal proceeding filed to enforce a Party’s rights
under this Agreement. In the event that disclosure of the results of any such inspection or study
or any such information or document that Seller delivered or caused to be delivered to Purchaser
concerning the Timberlands is required by applicable Law or court order, Purchaser shall notify
Seller promptly in writing so that Seller may seek a protective order (at its own cost and expense)
or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this
Section 8.1(b). Purchaser shall cooperate with Seller to obtain a protective order or
other appropriate remedy. In the event that no such protective order or other appropriate remedy
is obtained, or Seller waives compliance with the terms of this Section 8.1(b), Purchaser
shall give Seller written notice of the information to be disclosed as far in advance of its
disclosure as practicable.




     Section 8.2 Permits and Licenses. Purchaser shall be solely responsible for obtaining all
permits and licenses, if any, required by Purchaser to carry on its intended operations on the
Timberlands.



     Section 8.3 Environmental Matters. Seller shall provide to Purchaser the Phase I Report upon
the following terms and conditions: (i) the Phase I Report is provided for informational
purposes only, without any representation or warranty by or on behalf of Seller as to the accuracy
or completeness of the information contained therein; (ii) the Phase I Report is subject to
the terms and conditions of the Confidentiality Agreement; and (iii) no information
contained in the Phase I Report shall be deemed to obligate Seller to take any action, including
action to remediate any condition described in the Phase I Report. Purchaser shall accept delivery
of the Phase I Report upon the terms and conditions set forth herein and in the Letter of Reliance.



     Section 8.4 Reserved Minerals. To the extent affirmative action is necessary for Seller to
reserve the ownership of the Reserved Mineral Interests and Rights or to establish or confirm title
to the Reserved Mineral Interests and Rights in Seller, Purchaser and its Affiliates shall
cooperate with Seller in such efforts, including executing all documents pertaining to the Reserved
Mineral Interests and Rights as are reasonably requested by Seller.



     Section 8.5 Certain Easements.



          (a) Easement Title. To the extent affirmative action is necessary for Seller to
acquire or reserve the easement ownership of the Reserved Easements or to establish or confirm
easement title to the Reserved Easements in Seller, Purchaser and its Affiliates shall cooperate
with Seller in such efforts, including executing all documents pertaining to the Reserved
Easements as are reasonably requested by Seller. To the extent affirmative action is necessary
for Purchaser to acquire the easement ownership of the Purchaser Easements or to establish or



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confirm easement title to the Purchaser Easements in Purchaser, Seller shall cooperate with
Purchaser in such efforts and shall use commercially reasonable efforts to assist Purchaser in
acquiring such ownership, including executing all documents pertaining to the Purchaser Easements
as are reasonably requested by Purchaser.




          (b) Post-Closing Reserved Easements. For a period of one year following the Closing
Date, in the event that Seller identifies any portion of the Timberlands that should have been
identified as a Reserved Easement (based on the definition thereof), but was not disclosed to
Purchaser prior to the Closing (a “Post-Closing Reserved Easement”), so long as such
Post-Closing Reserved Easement relates to a use or access right that existed as of the Effective
Time (taking into account the change of ownership of Seller’s various properties and assets) and
does not have a material adverse effect on the use and enjoyment by Purchaser of the Timberlands
for growing and harvesting timber, Purchaser and its Affiliates shall cooperate with Seller, at
Seller’s sole cost and expense, in any commercially reasonable effort that may be necessary for
Seller or any Person who may acquire facilities not included in the Property from Seller to acquire
easement ownership in any Post-Closing Reserved Easement or to establish or confirm easement title
to the Post-Closing Reserved Easements in Seller or such Person, including executing all documents
pertaining to the Post-Closing Reserved Easements as are reasonably requested by Seller or any such
Person.




          (c) Post-Closing Purchaser Easements. For a period of one year following the Closing
Date, in the event that Purchaser identifies property owned by Seller in the vicinity of any of the
Timberlands that should have been identified as a Purchaser Easement, but was not disclosed to
Seller prior to the Closing (a “Post-Closing Purchaser Easement”), so long as such
Post-Closing Purchaser Easement relates to a use or access right that existed as of the Effective
Time and does not have a material adverse effect on the use and enjoyment by Seller of such
property, Seller and its Affiliates shall cooperate with Purchaser, at Purchaser’s sole cost and
expense, in any commercially reasonable effort that may be necessary for Purchaser to acquire
ownership in any Post-Closing Purchaser Easement or to establish or confirm title to any
Post-Closing Purchaser Easement in Purchaser, including executing such documents pertaining to the
Post-Closing Purchaser Easements as are reasonably requested by Purchaser.




          (d) No Interference. None of Purchaser or any of its Affiliates shall interfere with
or oppose the Reserved Easements or any Post-Closing Reserved Easements. None of Seller or any of
its Affiliates shall interfere with or oppose the Purchaser Easements or any Post-Closing Purchaser
Easements.



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     Section 8.6 Title Insurance Matters.



          (a) Title Commitments and Policies. Seller shall provide to Purchaser title
commitments from the Title Company for the issuance of one or more Title Policies on the
Timberlands (individually, a “Title Commitment” and collectively, the “Title
Commitments”). At the Closing, Purchaser shall purchase from the Title Company an aggregate
amount of title insurance on the Timberlands in an amount not to exceed the Purchase Price and
allocated to the Property using the standard 2006 ALTA owner’s title insurance policy (or such
other form of
title insurance policy as is available in the jurisdictions in which the Timberlands are
located and reasonably acceptable to Purchaser and the Title Company) (the “Title
Policies”).




          (b) No Surveys. Seller shall not provide any survey of the Timberlands to Purchaser.
Purchaser agrees that the obtaining of any survey of the Timberlands or any portion thereof shall
not be a condition precedent to Purchaser’s obligation to consummate the transactions contemplated
by this Agreement or the Ancillary Agreements and that any survey obtained by Purchaser shall be at
its sole cost and expense.




          (c) Title Expenses. Seller shall be responsible for the costs associated with the
title examinations and the issuance of the Title Commitments that are separately stated from the
premiums for the Title Policies. Purchaser shall be responsible for the premiums payable in
connection with the issuance of the Title Policies.




     Section 8.7 Forest Management Files. Purchaser acknowledges the receipt from Seller of
compartment maps, electronically-stored shape files, and certain other information concerning the
Property prior to the date hereof. Within five (5) days following the Closing Date, Seller shall
provide to Purchaser copies of all material land and forest management files relating to the
Property, including but not limited to, maps, plats, surveys, aerial photos and forest management
plans, to the extent the same are in Seller’s possession or control, but excluding any information
determined by Seller to be confidential or proprietary (the “Forest Management Files”); provided,
however, Purchaser shall be responsible for any third party costs payable as a result of such
transfer of files, which files may be maintained and transferred in electronic form. Prior to
Closing, Seller shall make available for review (but not reproduction) by Purchaser, upon
reasonable prior notice and during regular business hours, at Seller’s Lufkin, Texas or
Cartersville, Georgia office, physical copies of the Forest Management Files maintained by Seller
at such location in physical form.



ARTICLE IX

CONDITIONS PRECEDENT




     Section 9.1 Conditions to Obligations of Each Party to Close. The obligations of the Parties
to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction
or waiver, on or before the Closing Date, of the following conditions:



          (a) Waiting Periods. All waiting periods (and any extension thereof) under Regulatory
Law applicable to the transactions contemplated by this Agreement shall have expired or been
earlier terminated and neither the Department of Justice nor the Federal Trade



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Commission shall
have taken any action to enjoin or delay (for a period of longer than 120 days) the consummation of
the transactions contemplated by this Agreement.




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




          (c) No Investigation. No Party shall have been advised by any United States federal
government agency (which advisory has not been officially withdrawn on or prior to the Closing
Date) that such government agency is investigating the transactions contemplated by this Agreement
to determine whether to file or commence any litigation that seeks or would seek to enjoin,
restrain or prohibit the consummation of the transactions contemplated by this Agreement and the
Ancillary Agreements.




          (d) Intentionally Deleted.




          (e) Title Insurance. The Title Company shall be irrevocably committed to issue the
Title Policies to Purchaser at the Effective Time subject to only to the Permitted Exceptions.




     Section 9.2 Conditions to Obligations of Purchaser to Close. The obligation of Purchaser to
consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or
waiver, on or before the Closing Date, of the following conditions:



          (a) Consents. All material consents, authorizations, registrations or approvals of or
with any Governmental Authority or other Person required in connection with the consummation of the
transactions contemplated by this Agreement to have been filed, made, given or obtained by Seller
shall have been filed, made, given or obtained and copies thereof shall have been delivered to
Purchaser; provided, however, that the obligation of Purchaser to consummate the
transactions contemplated by this Agreement shall not be subject to the satisfaction or waiver of
the condition set forth in this Section 9.2(a) if Purchaser fails to satisfy its
obligations under Section 7.1(c).




          (b) Representations and Warranties. Each of the representations and warranties of
Seller contained in this Agreement shall be true and correct, without regard to “materiality” or
“Material Adverse Effect” or similar qualifications in any such representation and warranty, in
each case as of the date of this Agreement and as of the Closing with the same effect as though
made as of the Closing (except to the extent expressly made as of an earlier date, in which case as
of such date), except where the failure of such representations and warranties to be true and
correct as so made does not have and would not be reasonably likely to have, in each case
individually or in the aggregate, a Material Adverse Effect.




          (c) Agreements and Covenants. Seller shall have performed or complied with, in all
material respects, all agreements and covenants required by this Agreement to be performed or
complied with by Seller on or prior to the Closing.




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          (d) Forest Management Contracts. Any forest management contract relating to the
Timberlands shall have been terminated.




          (e) Seller Deliveries. Seller shall have tendered for delivery or caused to be
tendered for delivery to Purchaser the items set forth in Section 2.2(a) and Section
2.2(c).




     Section 9.3 Conditions to Obligations of Seller. The obligation of Seller to consummate the
transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or
before the Closing Date, of the following conditions:



          (a) Consents. All material consents, authorizations, registrations or approvals of or
with any Governmental Authority or other Person required in connection with the consummation of the
transactions contemplated by this Agreement to have been filed, made, given or obtained by
Purchaser shall have been filed, made, given or obtained and copies thereof shall have been
delivered to Seller; provided, however, that the obligation of Seller to consummate
the transactions contemplated by this Agreement shall not be subject to the satisfaction or waiver
of the condition set forth in this Section 9.3(a) if Seller fails to satisfy its
obligations under Section 7.1(c).




          (b) Representations and Warranties. Each of the representations and warranties of
Purchaser contained in this Agreement shall be true and correct, without regard to “materiality” or
similar qualifications in any such representation and warranty, in each case as of the date of this
Agreement and as of the Closing with the same effect as though made as of the Closing (except to
the extent expressly made as of an earlier date, in which case as of such date), except where the
failure of such representations and warranties to be true and correct as so made does not have and
would not be reasonably likely to have, in each case individually or in the aggregate, a material
adverse effect on the ability of Purchaser to perform its obligations under or consummate the
transactions contemplated by this Agreement.




          (c) Agreements and Covenants. Purchaser shall have performed or complied with, in all
material respects, with all agreements and covenants required by this Agreement to be performed or
complied with by it on or prior to the Closing.




          (d) Purchaser Deliveries. Purchaser shall have tendered for delivery or caused to be
tendered for delivery to Seller the items set forth in Section 2.2(b) and Section
2.2(c).




ARTICLE X

SURVIVAL; INDEMNIFICATION




     Section 10.1 Survival. Except as otherwise set forth in this Article X, (i)
all representations and warranties made in this Agreement, and (ii) all agreements or
covenants made in this Agreement and to be performed prior to or at Closing shall survive for a
period of one year after the Closing Date (the “Indemnity Period”). Notwithstanding the
foregoing, except as set forth in Section 11.2, no representation, warranty, covenant or
agreement shall survive any termination of this Agreement. After the Indemnity Period, or except
as provided in Section 11.2, the Parties agree that no claims or causes of action may be
brought against any Party or any of its directors, officers, employees, Affiliates, controlling
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based upon, directly or indirectly, any of the representations
and warranties contained in this Agreement. This Section 10.1 shall not limit any covenant
or agreement of the Parties that contemplates performance after the Closing.



     Section 10.2 Seller’s Obligation to Indemnify for Covenant Breach. If the Closing occurs,
Seller shall indemnify, defend and hold harmless Purchaser and its directors, officers, employees,
members, Affiliates, controlling Persons, agents and representatives and their successors and
assigns (collectively, the “Purchaser Indemnitees”) from and against any Loss asserted
against or incurred by any Purchaser Indemnitee as a result of or arising out of: (i) a
breach of any agreement or covenant of Seller in this Agreement that requires performance or
compliance on or prior to the Closing, except for a breach of Section 8.3 or Section
8.6(a); (ii) a breach of any other agreement or covenant contained in this Agreement by
Seller; or (iii) any claim by any Person for a broker’s, finder’s, financial advisor’s or
other similar fee, payment or commission based upon any agreement, arrangement or understanding
alleged to have been made by any such Person with Seller (or any Person acting on Seller’s behalf)
in connection with the transactions contemplated by this Agreement.



     Section 10.3 Purchaser’s Obligation to Indemnify for Covenant Breach. If the Closing occurs,
Purchaser shall indemnify, defend and hold harmless Seller and its directors, officers, employees,
Affiliates, controlling Persons, agents and representatives and their successors and assigns
(collectively, the “Seller Indemnitees”) from and against any Loss asserted against or
incurred by any Seller Indemnitee as a result of or arising out of: (i) a breach of any
agreement or covenant of Purchaser contained herein that contemplates performance or compliance on
or prior to the Closing Date; (ii) a breach of any other agreement or covenant of
Purchaser; (iii) the entry upon the Timberlands prior to the Closing by Purchaser or any
employee, contractor, representative or agent of Purchaser; or (iv) any claim by any Person
for a broker’s, finder’s, financial advisor’s or other similar fee, payment or commission based
upon any agreement, arrangement or understanding alleged to have been made by any such Person with
Purchaser (or any Person acting on Purchaser’s behalf) in connection with the transactions
contemplated by this Agreement.



     Section 10.4 Indemnification for Breaches of Representations and Warranties.



          (a) Obligation to Indemnify. If the Closing occurs, then in addition to the
indemnification obligations in Sections 10.2 and 10.3, each of Seller and Purchaser
shall indemnify, defend and hold the Purchaser Indemnitees, in the case of Seller, and the Seller
Indemnitees, in the case of Purchaser, harmless for any Loss incurred or suffered by any of them as
a result of or in connection with or involving a breach of a representation or warranty by the
Indemnifying Party in this Agreement either (i) as made as of the date of this Agreement or
(ii) if the Closing occurs, as hereby expressly re-made as of the Closing;
provided, however, that as to the representations and warranties as deemed re-made
as of the Closing, the determination of whether such a breach has occurred will disregard failure
of this Agreement to list Contracts or other similar obligations incurred by Seller in the ordinary
course of business after the date of this Agreement and not in violation of Section 7.2(a).




          (b) Certain Limitations. Notwithstanding the foregoing and solely with respect to the
indemnification obligations in Section 10.4(a) above:




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          (i) Time Limitations. Seller shall be obligated to indemnify the Purchaser
Indemnitees and Purchaser shall be obligated to indemnify the Seller Indemnitees only for
those claims giving rise to any Loss as to which the Person claiming the right to be
indemnified (the “Indemnified Party”) has given the Party from whom it is claiming
indemnification (the “Indemnifying Party”) written notice prior to the end of the
Indemnity Period.




          (ii) Basket. No indemnification shall be made by either Seller or Purchaser
with respect to any claim made pursuant to Section 10.4(a) unless (A) the
amount of such claim exceeds $40,000 (the “Minimum Claim Amount”), and (B)
the aggregate amount of Losses incurred or suffered by all Purchaser Indemnitees or all
Seller Indemnitees, as the case may be, under all claims in excess of the Minimum Claim
Amount made pursuant to Section 10.4(a) exceeds $600,000 (the “Basket
Amount”) and, in such event, indemnification shall be made by the Indemnifying Party
only to the extent the Losses exceed, in the aggregate, the Basket Amount. For the
avoidance of doubt, the Parties’ obligations under Sections 1.6(a), 1.7 and 2.3 shall not be
subject to the Minimum Claim Amount.




          (iii) Knowledge. If on or prior to the Closing, Purchaser or Seller knows of
any information that would cause one or more of the representations and warranties made by
Seller or Purchaser, respectively, to be inaccurate as of the date made or as of the Closing
Date, the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, shall not
have any right or remedy after the Closing with respect to such inaccuracy and shall be
deemed to have waived its rights to indemnification in respect thereof.



     Section 10.5 Procedures for Claims and Satisfaction. All claims for indemnification under
this Article X shall be resolved in accordance with the following procedures:



          (a) Notice of Claim. Notice must be given of facts that are the basis of an
indemnification claim under this Article X by the Indemnified Party to the Indemnifying
Party. In the case of claims pursuant to Section 10.4(a), that notice must be given before
the expiration of the Indemnity Period as specified in Section 10.4(b)(i). Any written
notice delivered by an Indemnified Party to the Indemnifying Party with respect to a Loss shall set
forth, with as much specificity as is reasonably practicable, the basis of the claim for such Loss
and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.




          (b) Defense of Third Party Claims.





          (i) Generally. If a claim or demand for indemnification is based upon an
asserted liability or obligation to a Person not a Party (other than Purchaser), a successor
or assign of a Party nor a Purchaser Indemnitee or a Seller Indemnitee (a “Third Party
Claim”), then (and without limiting the obligations under Section 10.5(a)), the
Indemnified Party will undertake in good faith to give prompt notice of any such Third Party
Claim to the Indemnifying Party; provided, however, that a failure to
provide such notice of a Third Party Claim will not prejudice any right to indemnification
under this Agreement except to the extent that the Indemnifying Party is prejudiced by such



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failure. The Indemnifying Party will defend such Third Party Claims at its expense with
lawyers chosen (with the Indemnified Party’s consent, which will not be unreasonably
withheld, conditioned or delayed) and paid by it and will give written notice (the
“Notice of Defense”) to the Indemnified Party within 30 days after the date such
notice of a Third Party Claim is deemed received that acknowledges that it is defending the
claim and that identifies the lawyer retained for the defense. The Indemnifying Party may
not settle any
such Third Party Claim without the consent of the Indemnified Party (which consent will
not be unreasonably withheld, conditioned or delayed).




          (ii) Control of Defense. Notwithstanding anything to the contrary in this
Section 10.5: (A) the Indemnified Party will be entitled to participate in the
defense of such claim or action and to employ lawyers of its choice for such purpose at its
own expense, and (B) the Indemnified Party will be entitled to assume control of the defense
of such claim, and the Indemnifying Party will pay the reasonable fees and expenses of
lawyers retained by the Indemnified Party (excluding the fees and expenses of the
Indemnified Party’s lawyers before the date of such assumption of the defense), if: (1) the
Indemnified Party reasonably believes that there exists or could arise a conflict of
interest that, under applicable principles of legal ethics, could prohibit a single lawyer
or law firm from representing both the Indemnified Party and the Indemnifying Party in such
claim or action, and such conflict has not been timely waived; (2) the Indemnifying Party
either failed to give a Notice of Defense or has failed or is failing to prosecute or defend
vigorously such claim or action; or (3) criminal penalties could be imposed on the
Indemnified Party in connection with such claim or action.



          (c) General Limitations. Each of the indemnification obligations of Seller and
Purchaser under this Article X, including the indemnification obligation pursuant to
Section 10.4(a), is subject to the following limitations:





          (i) Insurance Recoveries. The amount of any Loss shall be reduced by any
amount received by the Indemnified Party (or an Affiliate) with respect thereto under any
third party insurance coverage or from any other Person (excluding an Affiliate of the
Indemnified Party) alleged to be responsible therefore, net of any expense incurred by the
Indemnified Party in collecting such amount. Any Indemnified Party that makes a claim for
indemnification under this Article X shall use commercially reasonable efforts to
collect any amount available under any such insurance coverage and from any such other
Person alleged to have responsibility. If an Indemnified Party (or an Affiliate) receives an
amount under insurance coverage or from such other Person with respect to a Loss at any time
subsequent to any indemnification provided the Indemnifying Party pursuant to this
Article X, then such Indemnified Party shall promptly reimburse the Indemnifying
Party for any payment made or expense incurred by the Indemnifying Party in connection with
providing such indemnification up to such amount received by the Indemnified Party (or
Affiliate), net of any expense incurred by the Indemnified Party in collecting such amount.




          (ii) Cap. In no event shall either Seller’s or Purchaser’s aggregate
obligation to indemnify the Purchaser Indemnitees, in the case of Seller, or the Seller
Indemnitees, in the case of Purchaser, pursuant to this Article X exceed $4,000,000.



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          (d) Notice of Fixed Loss. When a Loss as to which a notice has been timely given in
accordance with Section 10.5(a) is paid or is otherwise fixed or determined, then the
Indemnified Party will give the Indemnifying Party notice of such Loss, in reasonable detail and
specifying the amount of such Loss and the provision of this Agreement upon which the claim for
indemnification for such Loss is based (which notice will be in addition to the notice required
under Section 10.5(a), but the notices under this Section 10.5(d) and under
Section 10.5(a) may be given simultaneously and in a single instrument when appropriate and
in compliance with both provisions). If the Indemnifying Party is permitted to dispute such claim,
it will, within 30 days after receipt of notice of the claim of Loss against it pursuant to this
Section 10.5(d), give counternotice, setting forth the basis for disputing such claim, to
the Indemnified Party. If no such counternotice is given within such thirty-day period or if the
Indemnifying Party acknowledges liability for indemnification, then such Loss will be satisfied
within three (3) Business Days as provided in Section 10.5(e). If the Indemnifying Party
timely gives counternotice of a dispute, the Indemnified Party and the Indemnifying Party shall
endeavor to resolve such dispute in accordance with Section 7.4.




          (e) Satisfaction of Indemnification Obligation. Subject to the procedures set forth
above and in accordance with the deadlines specified in the preceding provisions of this
Section 10.5, any indemnified Loss will be satisfied by the Indemnifying Party paying the
amount of such Loss to the Indemnified Party plus interest on the amount of such Loss incurred by
the Indemnified Party from the date the Indemnified Party actually paid such Loss (but without
duplication of any interest payable with respect to any judgment underlying a Loss resulting from a
Third Party Claim) at the Prime Rate. Payments pursuant to the foregoing will be by wire transfer
or by check, as the recipient may direct; provided, however, that in the absence of
directions within a reasonable period of time, payment may be made by check.




     Section 10.6 Certain Rules.



          (a) Adjustment to Purchase Price. Any payment made pursuant to the indemnification
provisions of this Article X shall be deemed to be an adjustment to the Purchase Price and
the Parties shall treat it as such for all purposes. There shall be no indemnification under any
provision of this Article X for a breach of any representation, warranty, agreement or
covenant to the extent an adjustment to the Purchase Price has been made pursuant to Section
1.6 with respect to such breach.




          (b) Definition of Loss. “Loss” means any loss, cost, damage, expense, payment,
liability or obligation incurred or suffered with respect to the act, omission, fact or
circumstance with respect to which such term is used, including: (i) subject to Section
10.5(b), related attorneys’, accountants’ and other professional advisors’ fees and expenses,
including those as to investigation, prosecution or defense of any claim or threatened claim
including any attorneys’ fees and expenses in connection with one or more appellate or bankruptcy
proceedings arising out of any such claim; and (ii) amounts paid in settlement of a dispute
with a Person not a Party that if resolved in favor of such Person would constitute a matter to
which a Party is indemnified pursuant to this Agreement, even though such settlement does not
acknowledge that the underlying facts or circumstances constitute a breach of a representation and
warranty or other indemnified matter. Notwithstanding the foregoing, “Loss” does not include any
punitive, incidental, indirect, special or consequential damages; provided,
however, that in the case of a



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Third Party Claim, “Loss” includes the total amount of any
judgment and any other award payable to a Person other than a Party, a successor or assign of a
Party, or a Purchaser Indemnitee or a Seller Indemnitee pursuant to the Third Party Claim.




          (c) No Limitation. No limitation on indemnification contained in this Article
X shall apply to any Loss resulting from or involving any intentional and knowing breach of a
representation and warranty set forth in this Agreement on the part of the Indemnifying Party (or
any Affiliate).




     Section 10.7 Exclusive Remedy. Each of the Parties agrees that, except as contemplated by
Section 12.15, if the Closing occurs, the indemnification provided in this Article
X is the exclusive remedy for a breach by any Party of any representation, warranty, agreement
or covenant contained in this Agreement and is in lieu of any and all other rights and remedies
that any other Party may have under this Agreement or otherwise for monetary relief or equitable
relief with respect to the matters described in this Article X.



ARTICLE XI

TERMINATION AND ABANDONMENT




     Section 11.1 Termination. This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing:



          (a) by mutual written consent of Seller and Purchaser;




          (b) by either Seller or Purchaser, if the Closing has not occurred on or prior to July 31,
2009; provided, however, that such termination date may be extended one time at the
option of Seller, in its sole discretion, for up to thirty (30) days (such date, including any such
permitted extension thereof, the “Termination Date”); provided, further,
that the right to terminate the Agreement pursuant to this Section 11.1(b) shall not be
available to Seller or Purchaser if the Party desiring termination fails to perform any of its
obligations under this Agreement, which failure primarily contributes to the failure of the Closing
to have occurred by such time;




          (c) by Seller (i) if Purchaser does not timely deliver the Deposit pursuant to Section
1.4, (ii) if Purchaser breaches Section 7.3(a), or (iii) if prior to Closing Holland M.
Ware assigns all or any portion of his rights and obligations to a limited liability company wholly
owned controlled by him, as authorized by Section 12.4, and following such assignment and
prior to Closing such limited liability company is no longer wholly owned and controlled by Holland
M. Ware;




          (d) by Seller upon a breach or violation of any representation, warranty, covenant or
agreement on the part of Purchaser set forth in this Agreement, which breach or violation would
result in the failure to satisfy the conditions set forth in Section 9.3 and, in any such
case, such breach or violation shall be incapable of being cured by the Termination Date, or
Purchaser shall not be using on a continuous basis all commercially reasonable efforts to cure in
all material respects such breach or violation after the giving of written notice thereof by Seller
to Purchaser of such violation or breach; and



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          (e) by Purchaser upon a breach or violation of any representation, warranty, covenant or
agreement on the part of Seller set forth in this Agreement, which breach or violation would result
in the failure to satisfy the conditions set forth in Section 9.2 and, in any
such case, such breach or violation shall be incapable of being cured by the Termination Date,
or Seller shall not be using on a continuous basis all commercially reasonable efforts to cure in
all material respects such breach or violation after the giving of written notice thereof by
Purchaser to Seller of such violation or breach.




     Section 11.2 Effect of Termination. Subject to the following provisions of this Section
11.2, upon any termination of this Agreement as provided in Section 11.1, the
obligations of the Parties hereunder shall terminate and there shall be no liability on the part of
any Party hereto with respect thereto, except for the provisions of Section 2.3,
Section 8.1, this Section 11.2 and Article XII. Purchaser acknowledges
that Seller has informed Purchaser that the damages to Seller of Purchaser’s failure to consummate
the transactions contemplated by this Agreement are incapable of accurate estimation. Accordingly,
if Seller elects to terminate this Agreement pursuant to Section 11.1(c) or Section
11.1(d), then Title Company shall promptly, but in no event later than one (1) Business Day
after the effective date of any such termination, deliver to Seller the Deposit, which shall be
payable in immediately available funds, not as a penalty but as full and complete liquidated
damages; provided, however, that the Deposit will not be payable to Seller pursuant
to this Section 11.2 if Purchaser is then entitled to terminate this Agreement pursuant to
Section 11.1(e). Purchaser agrees that the amount of the Deposit is a reasonable forecast
of just compensation for the harm to Seller that would result from a termination of this Agreement
pursuant to Section 11.1(c) or Section 11.1(d). Notwithstanding the foregoing, if
Seller elects to terminate this Agreement pursuant to Section 11.1(c) because Purchaser has
failed to timely deliver the Deposit, Seller shall have the right to pursue against Purchaser all
remedies available at law or in equity. In the event of any termination of this Agreement pursuant
to Section 11.1(a), (b) or (e), the Deposit will be returned to Purchaser,
and if Purchaser has terminated this Agreement pursuant to Section 11.1(e), Seller shall also pay
to Purchaser his reasonable out of pocket expenses incurred in connection with the transactions
contemplated by this Agreement, not to exceed $150,000.00. Nothing in this Section 11.2
shall be construed or interpreted to preclude Seller, in the event Purchaser breaches or violates
any representation, warranty, covenant or agreement set forth in this Agreement, from electing to
pursue specific performance of this Agreement in accordance with Section 12.15.



ARTICLE XII

GENERAL PROVISIONS




     Section 12.1 Notice. All notices, requests, demands, and other communications hereunder shall
be in writing, and shall be deemed to have been duly given if delivered in person, sent by
facsimile transmission or sent by overnight courier service (with all fees prepaid) as follows:



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If to Seller, to:



Forestar (USA) Real Estate Group Inc.



6300 Bee Cave Road

Building Two, Suite 500

Austin, Texas 78746-5149

Attention: General Counsel

Facsimile: 512.433.5203



with a copy to:



Sutherland Asbill & Brennan LLP

999 Peachtree Street

Atlanta, Georgia 30309

Attention: Daniel R. McKeithen, Esq.

               Thomas C. Herman, Esq.

Facsimile: 404.853.8806



If to Purchaser:



Holland M. Ware

212 Maple Drive

Hogansville, Georgia 30230-1517

Facsimile: 706.637.8210



with a copy to:



Foley & Lardner LLP

Attn: David C. Cook, Esq.

               W. Christopher Rabil, Esq.

One Independent Drive, Suite 1300

Jacksonville, FL 32202-5017

Facsimile: 904.359.8731



Email address for purposes of notice under Section 1.6(a):



David Cook: dcook@foley.com

Chris Rabil: crabil@foley.com



Any such notice, request, demand, claim or other communication shall be deemed to be given and
effective if delivered in person, on the date delivered, if sent by overnight courier service, on
the date sent as evidenced by the date of the bill of lading, or if sent by facsimile transmission,
on the date transmitted; and shall be deemed received if delivered in person, on the date of
personal delivery, if sent by overnight courier service, on the first Business Day after the date



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sent, or if by facsimile transmission, on the date of confirmation of receipt (including electronic
confirmation). Any Party sending a notice, request, demand or other communication by facsimile
transmission shall also send a hard copy of such notice, request, demand or other communication by
one of the other means of providing notice set forth in this Section 12.1. Any notice,
request, demand or other communication shall be given to such other representative or at such other
address as a Party may furnish to the other Parties in writing pursuant to this
Section 12.1. Any Party may give any notice, request, demand, claim or other communication
hereunder by or through its counsel.




     Section 12.2 Legal Holidays. If any date set forth in this Agreement for the performance of
any obligation by any Party, or for the delivery of any instrument or notice as herein provided,
should be a Saturday, Sunday or legal holiday, the compliance with such obligation or delivery
shall be deemed acceptable on the next day which is not a Saturday, Sunday or legal holiday. As
used herein, the term “legal holiday” means any state or federal holiday for which
financial institutions or post offices are generally closed in the State of Texas for observance
thereof.



     Section 12.3 Further Assurances. Each of the Parties shall execute such further Conveyance
Instruments and such other documents, instruments of transfer or assignment (including a real
estate excise Tax affidavit) and do such other acts or things as may be reasonably required or
desirable to carry out the intent of the Parties hereunder and the provisions of this Agreement and
the transactions contemplated hereby.



     Section 12.4 Assignment; Binding Effect. This Agreement shall not be assignable or otherwise
transferable (i) by Purchaser without the prior written consent of Seller; provided,
however, that Purchaser may, by written notice to Seller, assign all or any portion of his rights
and obligations under this Agreement to any limited liability company 100% of the membership in
which is owned by Holland M. Ware and that is wholly controlled by Holland M. Ware, and
(ii) by Seller without the prior written consent of Purchaser; provided,
however, that Seller may, by written notice to Purchaser, assign all or any portion of its
rights and obligations under this Agreement to any Affiliate thereof. Holland M. Ware shall not be
relieved of liability for Purchaser’s obligations under this Agreement by any assignment of this
Agreement by Purchaser. Any attempt to assign this Agreement in violation of the provisions of
this Section 12.4 shall be void. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns.



     Section 12.5 Entire Agreement. This Agreement (including the Exhibits hereto), the
Confidentiality Agreement, the Escrow Agreement, the Entry Permit and the other Transaction
Documents constitute the entire agreement and understanding of the Parties and supersede any prior
agreements or understandings, whether written or oral, among the Parties with respect to the
subject matter hereof.



     Section 12.6 Amendment; Waiver. This Agreement may not be amended or modified in any manner
other than by an agreement in writing signed by all of the Parties or their respective successors
or permitted assigns. No waiver under this Agreement shall be valid or binding unless set forth in
a writing duly executed and delivered by each Party against whom enforcement of such waiver is
sought. Neither the waiver by any of the Parties of a breach of or



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a default under any provision of this Agreement, nor the failure by any of the Parties, on one
or more occasions, to enforce any provision of this Agreement or to exercise any right or privilege
hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges hereunder.



     Section 12.7 Confidentiality. Each Party will hold, and will cause its officers, employees,
accountants, counsel, financial advisors and other representatives and Affiliates to hold, any
nonpublic information confidential in accordance with the terms of the Confidentiality Agreement.



     Section 12.8 No Third Party Beneficiaries. Nothing in this Agreement or any of the Ancillary
Agreements, whether express or implied, is intended or shall be construed to confer upon or give to
any Person, other than the Parties hereto, the Purchaser Indemnitees and the Seller Indemnitees
(with respect to Article X), any right, remedy or other benefit under or by reason of this
Agreement.



     Section 12.9 Severability of Provisions. If any provision of this Agreement (including any
phrase, sentence, clause, Section or subsection) is inoperative, invalid, illegal or unenforceable
for any reason, all other provisions of this Agreement shall remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any Party. Upon any such determination, the Parties shall
negotiate in good faith to modify this Agreement so as to give effect to the original intent of the
Parties as closely as possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the extent possible.



     Section 12.10 Governing Law.



          (a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, CONSTRUCTION,
INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR
PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EACH OF THE PARTIES HEREBY (I)
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF GEORGIA (INCLUDING, WITHOUT
LIMITATION, THE BUSINESS COURT OF THE FULTON COUNTY SUPERIOR COURT) AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA IN AND FOR FULTON COUNTY, GEORGIA FOR THE PURPOSE OF ANY ACTION OR
PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (III) AGREES THAT IT WILL NOT BRING ANY
ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY
COURT OTHER THAN A GEORGIA STATE COURT OR FEDERAL COURT IN AND FOR FULTON COUNTY, GEORGIA. EACH OF
THE PARTIES HEREBY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTY
AND OVER THE SUBJECT MATTER OF ANY




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SUCH DISPUTE AND AGREES THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 12.2, OR IN SUCH OTHER MANNER AS MAY
BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF ON SUCH PARTY.




          (b) EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
ANCILLARY AGREEMENTS, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR ANY OF THE
ANCILLARY AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HEREBY
CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OF THE ANCILLARY
AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.




     Section 12.11 Counterparts. This Agreement may be signed in any number of counterparts, each
of which shall be deemed an original and, when taken together, shall constitute one agreement.



     Section 12.12 Captions. The captions and other headings contained in this Agreement as to the
contents of particular articles, sections, paragraphs or other subdivisions contained herein are
inserted for convenience of reference only and are in no way to be construed as part of this
Agreement or as limitations on the scope of the particular articles, sections, paragraphs or other
subdivisions to which they refer and shall not affect the interpretation or meaning of this
Agreement. “Article,” “Section,” “Subsection,” or “Exhibit” refers to such item of or attached to
this Agreement.



     Section 12.13 Construction. The Parties agree that “including” and other words or phrases of
inclusion, if any, shall not be construed as terms of limitation, so that references to “included”
matters shall be regarded as nonexclusive, non-characterizing illustrations and equivalent to the
terms “including, but not limited to,” and “including, without limitation.” Each Party
acknowledges that it has had the opportunity to be advised and represented by counsel in the
negotiation, execution and delivery of this Agreement and accordingly agrees that if any ambiguity
exists with respect to any provision of this Agreement, such provision shall not be construed
against any Party solely because such Party or its representatives were the drafters of any such
provision.



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     Section 12.14 Reimbursement of Legal Fees. In the event any legal proceeding should be
brought to enforce the terms of this Agreement or for breach of any provision of this Agreement,
the non-prevailing Party shall reimburse the prevailing Party for all reasonable costs and expenses
of the prevailing Party (including its attorneys’ fees and disbursements). For purposes of the
foregoing, (i) “prevailing Party” means (A) in the case of the Party initiating the
enforcement of rights or remedies, that it recovered substantially all of its claims, and
(B) in the case of the Party defending against such enforcement, that it successfully
defended substantially all of the claims made against it, and (ii) if no Party is a
“prevailing Party” within the meaning of the foregoing, then no Party will be entitled to recover
its costs and expenses (including attorney’s fees and disbursements) from any other Party.



     Section 12.15 Specific Performance. The Parties acknowledge that money damages would not be a
sufficient remedy for any breach of this Agreement and that irreparable harm would result if this
Agreement were not specifically enforced. Therefore, the rights and obligations of the Parties
under this Agreement shall be enforceable by a decree of specific performance issued by any court
of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in
connection therewith. If either Seller or Purchaser fails to consummate the transactions
contemplated in this Agreement, Purchaser or Seller, as the case may be, may undertake an action,
suit or proceeding for the specific enforcement of this Agreement unless Purchaser’s or Seller’s
failure to perform any of its obligations under this Agreement primarily contributes to the failure
of Seller or Purchaser, respectively, to consummate the transactions contemplated by this
Agreement. In the event that the remedy of specific performance is not available to Purchaser
because during the term of this Agreement Seller sells the Property or any material portion thereof
to a Person not affiliated with Purchaser, Purchaser shall be entitled to the return of the Deposit
and receive from Seller the sum of $2,000,000.00, not as a penalty but as full and complete
liquidated damages as Purchaser’s sole remedy and relief.



ARTICLE XIII

DEFINITIONS




     The terms set forth below when used in this Agreement shall have the following meanings:



     “Accepted Title Objection” has the meaning specified in Section 1.6(b)(ii)(A).



     “Adverse Environmental Condition” means, with respect to any of the Timberlands, the
existence of an Environmental Matter.



     “Affiliate” of any Person means another Person which, directly or indirectly,
controls, is controlled by, or is under common control with, the first Person.



     “Agreement” has the meaning specified in the Preamble.



     “Ancillary Agreements” has the meaning specified in Section 4.1.



     “Apportionments” has the meaning specified in Section 1.7.



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     “Approval Assignment” has the meaning specified in Section 2.2(a)(iv).



     “Approvals” has the meaning specified in Section 1.2(g).



     “Assignment and Assumption of Real Property Leases” has the meaning specified in
Section 2.2(a)(iii).



     “Assumed Condemnations” has the meaning specified in Section 1.2(f).



     “Assumed Contracts” has the meaning specified in Section 1.2(d).



     “Assumed Liabilities” has the meaning specified in Section 1.3.



     “Basket Amount” has the meaning specified in Section 10.4(b)(ii).



     “Business Day” means any day other than a Saturday, Sunday or “legal holiday” as
defined in Section 12.2.



     “Casualty Loss” means any material physical damage to or loss of the timber on any
portion of the Timberlands by fire, earthquake, flood or other casualty, but not including any such
damage or loss caused by insects or disease, occurring prior to the Effective Time.



     “Casualty Loss Basket” has the meaning specified in Section 1.6(c)(ii).



     “Claims” means, with respect to the Property, all claims, demands, investigations,
causes of action, suits, defaults, assessments, litigation or other proceedings, including
administrative proceedings, third party actions, arbitral proceedings and proceedings by or before
any Governmental Authority.



     “Closing” has the meaning specified in Section 2.1.



     “Closing Date” has the meaning specified in Section 2.1.



     “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute
thereto.



     “Completed Title Commitment” means a Title Commitment together with a legal
description for each tract referenced therein and a copy of each recorded documentary exception
referenced therein when posted to the Title Company’s online repository.



     “Condemnation” means any condemnation proceeding filed or threatened in writing by any
Governmental Authority or any exercise, by a Governmental Authority, of eminent domain powers (or
notice of the exercise thereof) with respect to the Timberlands.



     “Confidentiality Agreement” means the confidentiality agreement dated March 3, 2009
between Seller and Holland M. Ware.



     “Consultant” has the meaning specified in Section 7.7(a).



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     “Continuing Agreements” has the meaning specified in Section 7.6.



     “Contract” means any agreement, lease, license, evidence of debt, mortgage, deed of
trust, note, bond, indenture, security agreement, commitment, instrument, understanding or other
contract, obligation or arrangement of any kind.



     “Conveyance Instruments” means such deeds and/or other instruments necessary or
appropriate under applicable Laws to convey to Purchaser fee simple title to the Timberlands, with
covenants of limited or special warranty as to title subject to the Permitted Exceptions.



     “Debt Financing” has the meaning specified in Section 6.1(d).



     “Deeds” has the meaning specified in Section 2.2(a)(iv).



     “Deposit” has the meaning specified in Section 1.4.



     “Dispute” has the meaning specified in Section 7.4(a).



     “Drilling and Other Operations” means:




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




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




          (iii) all surface and subsurface operations for the purposes of storing valuable
substances or disposing of water (including salt water) or waste in underground structures
or formations (including salt domes and depleted reservoirs);




          (iv) the use of the surface for disposal and treatment areas reasonably needed for
operations described in the other subsections of this definition;




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




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



     “Effective Time” has the meaning specified in Section 2.1.



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     “Environmental Carveout” has the meaning specified in Section 1.6(d)(ii).



     “Environmental Laws” means any United States federal, state or local Laws and the
regulations promulgated thereunder, in existence on the date hereof, relating to pollution or
protection of the environment, including Laws relating to wetlands protection, Laws relating to
reclamation of land and waterways and Laws relating to emissions, discharges, disseminations,
releases or threatened releases of Hazardous Substances into the environment (including ambient
air, surface water, ground water, soil, land surface or subsurface strata) or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Substances but excluding Laws related to threatened or endangered species or habitats,
including the federal Endangered Species Act.



     “Environmental Matters” means any violation of any applicable Environmental Law by
Seller at or on the Timberlands existing as of the date hereof, relating to (i) emissions,
discharges, disseminations, releases or threatened releases of Hazardous Substances into air,
surface water, ground water, soil, land surface or subsurface strata, buildings or facilities or
(ii) otherwise arising out of, relating to, or resulting from the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances by
Seller at the Timberlands prior to the date hereof.



     “Environmental Permits” means all permits approvals, identification numbers, licenses
and other authorizations required under any applicable Environmental Law.



     “Environmental Review Period” has the meaning specified in Section 1.6(d)(i).



     “Forestry Consultant” means any forestry consultant independent of the Parties
appointed by Seller and reasonably satisfactory to Purchaser to act as a consultant and/or
arbitrator under the provisions of Section 1.6.



     “General Assignment and Assumption” has the meaning specified in Section
2.2(a)(ii).



     “Governmental Authority” means any federal, state, local or foreign government or any
court or any administrative, regulatory or other governmental agency, commission or authority or
any non-governmental self-regulatory agency, commission or authority.



     “Harvesting and Access Agreement” has the meaning specified in Section 1.9.



     “Hazardous Substances” means any chemical, compound, constituent, material, waste,
contaminant (including petroleum, crude oil or any fraction thereof) or other substance, defined as
hazardous or toxic, or otherwise regulated by any of the following Laws and regulations promulgated
thereunder as amended from time to time prior to the Effective Time: (i) the Comprehensive
Environmental Response, Compensation and Liability Act (as amended by the Superfund Amendments and
Reauthorization Act), 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. § 6901 et seq.; (iii) the Hazardous Materials Transportation Act, 49
U.S.C. § 1801 et seq.; (iv) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.;
(v) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (vi) the Clean Air Act, 42
U.S.C. § 1857 et seq.; and (vii) all Laws of the states in which the Timberlands are
located that



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are based on, or substantially similar to, the federal statutes listed in parts (i) through
(vi) of this subparagraph.



     “Identified UCCs” has the meaning specified in Section 1.6(b)(i).



     “Income Tax” or “Income Taxes” means all Taxes based upon, measured by, or
calculated with respect to (i) gross or net income or gross or net receipts of profits
(including any capital gains, minimum taxes and any Taxes on items of preference, but not including
sales, use, goods and services, real or personal property transfer or other similar Taxes),
(ii) net worth, capital or capital stock (including any franchise, business activity, doing
business or occupation Taxes), (iii) multiple bases (including, but not limited to,
franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may
be based upon, measured by, or calculated with respect to, is described in (i) above, or
(iv) withholding taxes measured by, or calculated with respect to, any payments or
distributions (other than wages).



     “Indemnified Party” has the meaning specified in Section 10.4(b)(i).



     “Indemnifying Party” has the meaning specified in Section 10.4(b)(i).



     “Indemnity Period” has the meaning specified in Section 10.1.



     “Land” has the meaning specified in Section 1.2(a).



     “Land Entry Permit” has the meaning specified in Section 8.1(a).



     “Law” means any rule, regulation, statute, order, ordinance, guideline, code or other
legally enforceable requirement, including common law, state and federal laws and laws of foreign
jurisdictions.



     “Letter of Reliance” has the meaning specified in Section 2.2(a)(ix).



     “Lien” means any mortgage, lien, charge, pledge, hypothecation, assignment, deposit,
arrangement, encumbrance, security interest, assessment, adverse claim, levy, preference or
priority or other security agreement of any kind or nature whatsoever (whether voluntary or
involuntary, affirmative or negative (but excluding all negative pledges), and whether imposed or
created by operation of law or otherwise) in, on or with respect to, or pledge of, any Property, or
any other interest in the Property, designed to secure the repayment of debt or any other
obligation, whether arising by Contract, operation of law or otherwise.



     “Loan Agreement” has the meaning specified in Section 6.1(d).



     “Loss” has the meaning specified in Section 10.6(b).



     “Material Adverse Effect” means any event, occurrence, condition, fact or change that
has a material and adverse effect on the Property taken as a whole; provided,
however, that none of the following shall be taken into account in determining whether
there has been a Material Adverse Effect: (i) the effects of changes that are generally applicable
to the timber industry, the forest products industry and the pulp and paper industry and their
respective markets, (ii) the



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effects of changes that are generally applicable to the United States economy or securities
markets or the world economy or international securities markets, (iii) the effects resulting from
acts of God, war or terrorism, (iv) the effects of changes in Law or interpretations thereof
applicable to Seller, and (v) the effects resulting from actions taken pursuant to this Agreement
or any Ancillary Agreement or which are primarily attributable to the announcement of this
Agreement and the transactions contemplated hereby.



     “Merchantable Timber Category” means a category of merchantable timber identified by
type as described in Exhibit G.



     “Mineral Rights” means any:




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




          (ii) bonus and delay rentals paid for any lease or other grant of an interest in
Minerals;




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




          (iv) executive rights to execute, approve or grant each of the following related to
Mineral exploration, development or production: leases, pooling agreements, unit
declarations and related agreements, division orders, stipulations of interests,
communitization agreements, farmouts, farmins, options, orders, spacing agreements,
operating agreements and all other agreements;




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




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




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




          (viii) any other right or interest pertaining to the Minerals or any of the rights
enumerated in clauses (i) through (vii) of this definition of Mineral Rights existing at the
date of the conveyance of the Timberlands to Purchaser and owned or held by Seller.



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     “Minerals” means any of the following in, on or under the Timberlands:




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




          (ii) methane gas;




          (iii) uranium, thorium and other fissionable materials;




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




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




          (vi) oil sands and shales; and




          (vii) byproducts from Mineral production or processing.


The term “Minerals” shall not include carbon dioxide, any sequestered carbon or other “greenhouse
gases” now or hereafter located in, on or under the Timberlands.




     “Minimum Claim Amount” has the meaning specified in Section 10.4(b)(ii).



     “Monetary Liens” has the meaning specified in Section 1.6(b)(i).



     “Non-Participating Royalty” means a royalty in which the owner has (i) no executive
rights to execute, approve or grant leases, pooling agreements, unit declarations and related
agreements, division orders, stipulations or interests, communitization agreements, farmouts,
farmins, options, orders, spacing agreements, operating agreements and all other agreements related
to Mineral exploration, development or production, and (ii) no right to receive bonus or delay
rentals for Mineral leases.



     “Notice of Defense” has the meaning specified in Section 10.5(b)(ii).



     “Parties” means Seller and Purchaser, collectively. “Party” means Seller or
Purchaser, individually.



     “Party Executive” has the meaning specified in Section 7.4(a).



     “Permitted Exceptions” has the meaning specified in Section 1.5.



     “Person” means an individual, partnership, limited partnership, corporation (including
a business trust), limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political subdivision or agency
thereof.



     “Phase I Report” has the meaning specified in Section 1.6(d)(i).



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     “Phase II Report” means an investigation and written report conducted by an
environmental professional that further evaluates a REC identified in a Phase I Report or other
transaction screen process for the purpose of providing additional information regarding the nature
and extent of environmental contamination associated with a REC.



     “Post-Closing Purchaser Easement” has the meaning specified in Section 8.5(c).



     “Post-Closing Reserved Easement” has the meaning specified in Section 8.5(b).



     “Pre-Closing Harvest Objection Notice” has the meaning specified in Section
1.6(a)(i).



     “Pre-Closing Harvest Report” has the meaning specified in Section 1.6(a)(i).



     “Pre-Closing Harvest Volume” has the meaning specified in Section 1.6(a)(i).



     “Pre-Closing Tax Period” means a Tax period (or any portion thereof) ending on or
prior to the Closing Date.



     “Prime Rate” means the prime rate of interest as published from time to time in the
“Money Rates” table of The Wall Street Journal.



     “Property” has the meaning specified in Section 1.2.



     “Purchase Price” has the meaning specified in Section 1.4.



     “Purchaser” has the meaning specified in the Preamble.



     “Purchaser Easements” means such ingress and egress easements across real property
retained by Seller, together with the right to locate utilities within the boundaries of ten (10)
feet on either side of any such road used to exercise such easements, as may be reasonably
necessary to allow Purchaser and its Affiliates, successors and assigns to use any portion of the
Timberlands for growing and harvesting timber.



     “Purchaser Indemnitees” has the meaning specified in Section 10.2.



     “Purchaser’s Non-Participating Royalty” has the meaning specified in Section
1.2(c).



     “Quarterly Harvest Objection Notice” has the meaning specified in Section
1.6(a)(ii).



     “Quarterly Harvest Report” has the meaning specified in Section 1.6(a)(ii).



     “Quarterly Harvest Volume” has the meaning specified in Section 1.6(a)(ii).



     “Real Property Leases” has the meaning specified in Section 1.2(e).



     “REC” means the presence or likely presence of any Hazardous Substance on a property
under conditions that indicates an existing release, a past release, or a material threat of a
release



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of any Hazardous Substance into structures on the property or in the ground, groundwater or
surface water of the property.



     “Regulatory Law” means the Sherman Antitrust Act of 1890, as amended, the Clayton
Antitrust Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as
amended, and all federal, state and foreign, if any, statutes, rules, regulations, orders, decrees,
administrative and judicial doctrines and other Laws that are designed or intended to prohibit,
restrict or regulate (i) foreign investment, (ii) foreign exchange or currency
control or (iii) actions having the purpose or effect of monopolization or restraint of
trade or lessening of competition.



     “Reserved Easements” means such ingress and egress easements across the Timberlands,
together with the right to locate utilities within the boundaries of ten (10) feet on either side
of any such road used to exercise such easements, as may be reasonably necessary to allow Seller
and its Affiliates, successors and assigns to use any portion of the real property retained by
Seller for growing and harvesting timber, including the easements in respect of the Timberlands
described in Exhibit S attached hereto, collectively.



     “Reserved Mineral Interests and Rights” means all Minerals, Mineral Rights, Rights
Incident to Minerals and Mineral Rights, and Reserved Mineral Records, collectively.



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



     “Retained TCA” has the meaning specified in Section 7.7(a)



     “Retained Timber” has the meaning specified in Section 1.9.



     “Retained Timber Tracts” has the meaning specified in Section 1.9.



     “Rights Incident to Minerals and Mineral Rights” means:




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




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



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




          (iv) intentionally deleted;




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




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




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




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




          (ix) any claims, causes of action, choses in action, counterclaims, cross-claims or
affirmative defenses to the extent attributable to the ownership and use of the Minerals,
Mineral Rights or Rights Incident to Minerals and Mineral Rights described in other
subsections of this definition excluding those associated with Purchaser’s Non-Participating
Royalty;




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




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



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



     “SEC” means the Securities and Exchange Commission.



     “Seller” has the meaning specified in the preamble to this Agreement.



     “Seller Indemnitees” has the meaning specified in Section 10.3.



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     “Seller’s Knowledge” means actual knowledge possessed by the individuals set forth on
Exhibit R attached hereto, without any duty on the part of such individuals to investigate
or inquire into any particular matter.



     “Subsidiary” means, with respect to any Person, any other Person of which (i)
a majority of the outstanding share capital, voting securities or other equity interests are owned,
directly or indirectly, by such Person or (ii) such Person is entitled, directly or
indirectly, to appoint a majority of the board of directors or managers or comparable supervisory
body of the other Person.



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



     “Tax” or “Taxes” means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar, including FICA), unemployment, disability, real property, personal property,
sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other
Tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed
or not.



     “Tax Authority” means the Internal Revenue Service and any other domestic or foreign
Governmental Authority responsible for the administration or collection of any Tax.



     “Tax Return” means any return, report or similar statement (including the attached
schedules) required to be filed with respect to Taxes, including any information return, claim for
refund, amended return, or declaration of estimated Taxes.



     “TCA” has the meaning specified in Section 7.7(a).



     “Termination Date” has the meaning specified in Section 11.1(b).



     “Third Party Claim” has the meaning specified in Section 10.5(b)(i).



     “Timber” has the meaning specified in Section 1.2(b).



     “Timber Rights Contract” has the meaning specified in Section 1.9.



     “Timberlands” has the meaning specified in Section 1.2(b).



     “TIN” has the meaning specified in Section 1.9.



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     “TIN Supply Agreement” has the meaning specified in Section 1.9.



     “Title Commitment” has the meaning specified in Section 8.6(a).



     “Title Company” means Fidelity National Title Insurance Company.



     “Title Objection” has the meaning specified in Section 1.6(b)(i).



     “Title Objection Carveout” has the meaning specified in Section 1.6(b)(ii).



     “Title Objection Period” has the meaning specified in Section 1.6(b)(i).



     “Title Policies” has the meaning specified in Section 8.6(a).



     “Transaction Documents” means this Agreement and any exhibits or schedules thereto or
other documents referred to therein, and the Ancillary Agreements.



     “Transfer Taxes” has the meaning specified in Section 2.3.



     “Transferred TCA” has the meaning specified in Section 7.7(a)



     “Treasury Regulations” means the treasury regulations (including temporary
regulations) promulgated by the United States Department of Treasury with respect to the Code.



     “Value Table” means the adjustment values with respect to the Purchase Price set forth
on Exhibit G attached hereto.



[Signatures begin on the following page]




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     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed by an officer
thereunto duly authorized, all as of the date first written above.



	 	 	 	 	 
	 	SELLER:





FORESTAR (USA) REAL ESTATE GROUP INC.

 	 
	 	By:  	/s/ J.M. DeCosmo
 	 
	 	 	J.M. DeCosmo 	 
	 	 	President 	 
	 
	 	PURCHASER:

 	 
	 	/s/ Holland M. Ware
 	 
	 	HOLLAND M. WARE 	 
	 	 	 




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