Exhibit
10.1


 


TIMBERLAND
PURCHASE AND SALE AGREEMENT


 


Nova
Scotia Timberlands


 


THIS TIMBERLAND PURCHASE AND
SALE AGREEMENT (this “Agreement”) is made and entered into as of this
26th day of February, 2010 (the “Effective Date”) by and between Neenah
Paper Company of Canada (“Seller”), and Northern Timber Nova Scotia
Corporation (“Purchaser”).


 


1.               Timberlands and Other
Property to be Acquired.


 


1.1.                              Description of Assets.  In
consideration of the mutual covenants set forth in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, and subject to all terms of this Agreement, Seller agrees to sell
and convey to the Purchaser and the Purchaser agrees to purchase from the
Seller all of Seller’s rights, title and interest in and to the following:


 


(a)          Real Property.  All real property located in the Province of
Nova Scotia currently owned by Seller, consisting of approximately 475,000
acres in the aggregate situated in the Province of Nova Scotia, Canada as more
particularly described in  Exhibits “A”
and “B” attached hereto (the “Land”), including without
limitation, all of Seller’s right, title and interest in and to (i) all
timber and trees, growing, lying or standing on the Land (collectively, the “Timber”);
(ii) any easements, rights of way or other appurtenances benefiting the
Land and/or Timber; (iii) any limestone, gypsum, sand, gravel and other
minerals not reserved to the Province of Nova Scotia (the “Province”) on and
under the Land and related rights subject to the rights of the Province and not
previously reserved, severed or conveyed by Seller or Seller’s predecessors in
interest; (iv) any development rights, air rights (including carbon
credits), water and water rights, appurtenant to the Land but subject to
the exceptions and reservations described in this Agreement; and (v) buildings,
improvements, fixtures or structures located upon the Land, if any (the Land
and the Timber hereinafter collectively referred to as the “Real Property”).


 


(b)         Contracts.  The contracts
relating to the operation of the Real Property, including without limitation operating
contracts, stumpage contracts, permits, licenses, governmental consents
and agreements, approvals and clearances, agreements for construction of roads
or other improvements  identified on
Schedule 1.1(b) (hereinafter, the “Contracts”).


 


(c)          Leases and Licenses.       The hunting, recreational
and other leases and licenses affecting the Real Property identified on Schedule
1.1 (c) (hereinafter, the “Leases”).


 


(d)         Personal Property.  The personal property, including, without
limitation, any
maps, property books, plans, drawings, specifications, renderings, engineering
studies, biological studies, grading or drainage studies, environmental and
hazardous waste studies and reports and related data and materials, timber inventory and geographic
information systems (“GIS”) data (not including proprietary software) and all
other personal property in 


 


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Seller’s possession and used by Seller exclusively
in connection with its operations on the Real Property (the “Personal
Property”).


 


1.2.                              Assets.  The Real Property, Seller’s right, title and
interest in and to the Contracts and the Leases, and the Personal Property are
sometimes collectively referred to as the “Assets”.


 


2.               Purchase Price.  The purchase price for the Assets is
EIGHTY-TWO MILLION FIVE HUNDRED THOUSAND Canadian DOLLARS (Cdn$82,500,000) (the
“Purchase Price”).  The Purchase
Price is subject to adjustment pursuant to Section 9 hereof, but
otherwise will not be calculated on a per acre basis, except for the lands in Exhibit “B”
with respect to which a per acre valuation and allocation of $300 per acre is
hereby agreed to by the parties.  The
Purchase Price shall be payable in immediately available funds in lawful money
of Canada on the Closing Date to an account or accounts designated by Seller.


 


3.               Intentionally Deleted


 


4.               Time and Place of Closing.  The closing of the transactions contemplated
hereby (the “Closing”) shall occur on the date which is fifteen (15)
days following the expiration of the Inspection Period, or such earlier date as
Seller and Purchaser shall mutually agree, with TIME BEING OF THE ESSENCE as to
Purchaser’s and Seller’s obligations in respect of the Closing.  The Closing shall take place at the offices
of McInnes Cooper, located at Suite 1300, Purdy’s Warf, Tower II, 1969
Upper Water Street, Halifax, Nova Scotia, Canada  B3J 2V1. 
The date
of Closing is hereinafter referred to as the “Closing Date”.


 


5.               Condition of
Title and Title Due Diligence.


 


(a)          Purchaser shall have until
6:00 P.M. EST on the date which is the earlier of (i) fifteen (15)
days following the Effective Date or (ii) or ten (10) days following
Purchaser’s receipt of a satisfactory title insurance commitment (the “Inspection
Period”) to notify Seller in writing of any objections Purchaser has to the
Leases, the Contracts, any matters shown or referred to in any title report or
title insurance commitment obtained by Purchaser (at Purchaser’s sole cost and
expense) that are not Permitted Exceptions (as defined below); provided,
however, that Purchaser shall have no right to object to any title matters
unless and until such otherwise objectionable matters have a materially adverse
effect on five percent (5%) or more of the total acreage of the Real Property
in the aggregate.


 


(b)         Monetary encumbrances that
are not Permitted Exceptions shall be discharged by Seller from Seller’s
proceeds of the Closing.  Purchaser shall
not object to and shall accept the following matters, which shall be deemed to
be Permitted Exceptions:


 


(i)                                     liens for taxes
or assessments, general or special, or other governmental charges which are not
yet due and payable as of the Closing;


 


(ii)                                  all land use
(including but not limited to forestry, endangered species, environmental and
wetlands), building and zoning laws, regulations, codes and ordinances
affecting the Real Property and other laws, ordinances, regulations, rules,
orders, licenses or determinations of any federal, provincial, county,
municipal or 


 


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other governmental authority heretofore (the “Legal
Requirements”), now or hereafter enacted, made or issued by any such authority
to the extent such Legal Requirements do not materially and adversely affect
the use or value of the Assets as Timberlands, or any portion thereof, other
than as is typical in the timber industry in Nova Scotia;


 


(iii)                               any rights of
Canada, the Province or others in the use and continuous flow of any brooks,
streams or other natural water courses or water bodies within, crossing or
abutting the Real Property, or title to the submerged lands including, without
limitation, flowage rights and navigational rights;


 


(iv)                              title to that
portion of the Real Property, if any, lying below the mean high water mark of
tidal waters or otherwise lying under a watercourse;


 


(v)                                 all easements,
rights-of-way, profits a prendre, licenses, permits, leases and other
restrictions and encumbrances of record to the extent the same are of a minor
nature and do not materially and adversely affect the use or value of the
Assets as Timberlands;


 


(vi)                              all existing
public roads and streets and all railroad and utility lines,  pipelines, service lines and facilities and
all agreements relating thereto to the extent the same are of a minor nature
and do not materially and adversely affect the use or value of the Assets as
Timberlands;


 


(vii)                           all
encroachments, easements, rights-of-way, overlaps, boundary line disputes,
shortages in area, cemeteries and burial grounds and other matters not of
record which would be disclosed by an accurate survey or would be apparent from
a visible inspection of the Real Property to the extent the same are of a minor
nature and do not materially and adversely affect the use or value of the
Assets as Timberlands;


 


(viii)                        prior
reservations or conveyances of gypsum, gravel or other materials not defined as
minerals, mineral rights, mineral access agreements or mineral leases of every
kind and character to the extent the same are of a minor nature and do not
materially and adversely affect the use or value of the Assets as Timberlands;
and


 


(ix)                                any title
encumbrances or exceptions that are set forth in the title reports or commitments
obtained by Purchaser to which Purchaser does not object during the Inspection
Period (together with the items listed above, the “Permitted Exceptions”).


 


(c)          With regard to any matter
affecting title which is not a Permitted Exception and to which Purchaser has a
right hereunder to and does object in writing prior to the expiration of the
Inspection Period, including any Lease or Contract to which the Purchaser
objects prior to the expiration of the Inspection Period (a “Title Defect”),
Seller may, but shall have no obligation to, attempt to cure and remove such
Title Defects.  If Seller is unwilling or
fails to cure or remove any Title Defects, then Purchaser’s sole remedy shall
be those remedies available to it in Section 9 of this Agreement.


 


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(d)         Seller shall make available
to Purchaser as of the Effective Date, and provide copies within five (5) days
of the Effective Date, copies of all Contracts and Leases (collectively, the “Temporary
Encumbrances”) and shall cooperate fully in providing such other documents,
information, consents, authorizations or other items as the Purchaser may
reasonably require in connection with its due diligence or the completion of
the transaction.  Purchaser agrees to
accept the Assets subject to the Temporary Encumbrances, without adjustment or
reduction of the Purchase Price.  At
Closing, Seller shall assign and Purchaser shall assume Seller’s rights,
duties, obligations and liabilities under the Temporary Encumbrances arising or
occurring on or after the date of Closing, pursuant to a mutually acceptable
assignment and assumption agreement (the “Assignment and Assumption of
Temporary Encumbrances”).  Any income
due under the Temporary Encumbrances shall be pro-rated as of the Closing Date.


 


(e)          At Closing, the Seller shall
execute and deliver to Purchaser a warranty deed acceptable for registration in
each land registration district in which the Real Property is located,
warranting title against the claims of all persons claiming by, through or
under Seller (including Seller’s predecessor in title, Kimberly-Clark, Inc.),
but against none other and subject only to specific instruments or documents
affecting the title which are Permitted Exceptions (each, a “Deed”, and
collectively, the “Deeds”).  The
Deeds and the attached descriptions of the Land shall be in a form suitable for
the conveyance of title to Purchaser, including the attachment of the maps
where necessary, and for (1) registration under the Registry Act for those
parcels of the Land not registered under the Land Registration Act and (2) revision
into the name of Purchaser for those parcels of the Land registered under the
Land Registration Act as of the date of Closing.


 


(f)            At Closing, (i) by the
execution of a mutually acceptable assignment and assumption agreement, Seller
shall assign Seller’s right, title and interest in and to and Purchaser shall
assume Seller’s duties, obligations and liabilities under that certain Land
Registration Act Conversion Extension and restatement Agreement with the
Province of Nova Scotia dated September 24, 2009, as amended with respect
to the Real Property (hereinafter, an “Assignment of Conversion Agreement”).  Seller and Purchaser acknowledge and agree
that the Assignment of the Conversion Agreement will require the conversion and
registration of the Real Property through 2010 and beyond, and (ii) after
the Closing Date it shall be the sole cost and obligation of Purchaser, subject
to Seller’s obligations under Section 39 below, to register the Real
Property in accordance with the terms and conditions of the Assignment of
Conversion Agreement.


 


6.               Expropriation.  If, prior to Closing, any portion of the Real
Property is  lawfully expropriated in
accordance with any applicable law, or is damaged by such a expropriation
(hereinafter a “Taking”), then (a) this Agreement shall remain in
full force and effect; (b) at Closing, as Purchaser’s sole remedy for such
Taking, Purchaser shall have the remedies available to it in Section 9
of this Agreement; and (c) Seller shall retain all of the right, title and
interest in and to any awards or compensation that have been or that may
thereafter be made for any such Taking of the Real Property occurring prior to
Closing.


 


7.               Casualty.  In the event of any loss, damage or
destruction to the Real Property prior to Closing and which damages or destroys
Timber on the Real Property having a fair market value of at least
$2,000,000.00 in the aggregate, as determined in good faith by Seller (and
subject to Purchaser’s reasonable approval) (“Casualty Event”) and
Purchaser gives written 


 


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notice to Seller of such
event within one hundred and twenty (120) days after Closing, then (a) this
Agreement shall remain in full force and effect; (b) at Closing, as
Purchaser’s sole remedy for such Casualty Event, Purchaser shall have the
remedies available to it in Section 9 of this Agreement; and (c) Seller
shall retain all of the right, title and interest in and to any insurance
proceeds that have been or that may thereafter be paid or payable for and any
proceeds received by Seller for the sale of any salvageable Timber harvested
following the Casualty Event.


 


8.               Condition of Property;
Subsequent Acts.


 


(a)          Subject only to Seller’s
representations and warranties expressly set forth herein, Purchaser accepts
the Assets “as is” and “where is,” with all faults and subject to all defects
and conditions, known or unknown, at Purchaser’s risk and without adjustment or
reduction of the Purchase Price (unless expressly provided herein).  Seller has no obligation to repair or make
any improvements to the Real Property. 
Subject only to Seller’s representations and warranties expressly set
forth herein, Purchaser acknowledges that an inspection of the Real Property
has been made or will have been made by the Closing Date and that neither
Seller nor its agents, officers, employees or assigns shall be held to have
made any representation, warranty or covenant respecting the condition of, or
otherwise with respect to, the Real Property or any improvements thereon or any
of the other Assets, except as otherwise expressly set forth herein.  Subject only to Seller’s representations and
warranties expressly set forth herein, Purchaser acknowledges and agrees that
any documents, cruises, compilations, timber inventories, environmental audits,
assessments, surveys, plans, specifications, reports and studies (the “Information”)
made available to Purchaser by Seller or on behalf of Seller by Seller’s agents
or representatives, including without limitation all such Information as
constitutes part of the Personal Property, are or have been provided without
any representation, and Seller makes no representation or warranty whatsoever
with respect to the accuracy or completeness of, or otherwise with respect to,
the Information.  Without limiting the
generality of the foregoing and subject only to Seller’s representations and
warranties expressly set forth herein, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO
THE MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION,
TIMBER VOLUMES, TIMBER GRADES, OR QUALITY OF ANY TIMBER ON THE REAL PROPERTY,
BOUNDARIES OF THE REAL PROPERTY, ACCESS, UTILITIES, ZONING, ACREAGE OR SOILS
STABILITY OR CONDITION OF THE REAL PROPERTY, AND PURCHASER EXPRESSLY ACCEPTS
EACH SUCH DISCLAIMER.  Nothing contained
in this Section 8 shall be deemed to negate any warranty or representation
contained in, or limit any remedy available under, the Deeds, the Assignment of
Conversion Agreement, or any of the other closing documents delivered at
Closing.


 


(b)         Between the Effective Date
and the Closing Date, Seller shall maintain and keep the Real Property in
substantially the same condition as existed on the Effective Date; except
Timber shall be cut  and silviculture
activities conducted in accordance with the existing Stumpage Agreement by
and between Seller and Northern Pulp Nova Scotia Corporation (“NPNS”), dated June 24,
2008, and Seller may harvest any salvageable Timber following a Casualty Event.


 


(c)          From and after the Effective
Date, Seller shall not, without the prior written consent of Purchaser, which
consent may not be unreasonably withheld by 


 


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Purchaser, convey, contract,
or otherwise agree to convey any right, title, or interest in or to the Assets
to any person or entity and shall not enter into any new agreements, leases,
contracts, or commitments relating to the Assets, nor make any changes in any
of the existing Contracts and Leases, other than: (a) commitments relating
to the repairs, maintenance, and/or security necessary to preserve the Assets; (b) renewals
or extensions of any of the Contracts and Leases in the ordinary course of
business; provided however, that such renewals or extensions or new agreements,
leases, contracts, or commitments shall be made in the ordinary course of
business and have terms of one (1) year or less and or otherwise contain
the same terms, and Seller shall immediately provide written notice to the
Purchaser of any such renewals or extensions. 
Seller shall not create, assume, or permit the creation of any lien or
encumbrance (though Seller may defend any such liens filed in accordance with
local law), other than the lien for current taxes, upon any of the Assets.  Prior to Closing, Seller shall fulfill its
obligations under the Contracts and Leases and shall enforce all of its
material rights under the Contracts and Leases. 
Seller shall not cut, harvest or remove any trees or Timber from the
Land except the pro rata amount (plus or minus five percent (5%)) to be
harvested prior to Closing pursuant to the Harvest Plan.


 


9.               Purchase Price &
Acreage Adjustments.  The value
of any adjustment to the Purchase Price due hereunder as a result of any
uncured Title Defects, Takings or Casualty Events (collectively, “Reduction
Events”) shall equal the fair market value of the parcel, parcel or portion
of parcel of the Real Property affected by such Reduction Events (the “Reduction
Event Adjustment”), and the acreage of the Land shall be reduced
accordingly, as determined by an independent third party mutually selected by
Seller and Purchaser (the “Appraiser”). 
If the Reduction Event Adjustment exceeds ten percent (10%) of the
Purchase Price prior to adjustment, then either Purchaser or Seller may
terminate this Agreement by written notice to the other party delivered prior
to Closing.  Upon such termination, this
Agreement shall become null and void and be of no further force and effect
except for those provisions hereof that expressly survive termination, and
Seller shall pay to  Purchaser the sum of
$500,000.00 to cover Purchaser’s expenses, if terminated by Seller.  If neither Seller nor Purchaser exercises the
foregoing right to terminate this Agreement,  then the parties shall proceed
to Closing in accordance with the terms and provisions hereof, and the Purchase
Price shall be adjusted by the Reduction Event Adjustment as determined by the
Appraiser.  Purchaser hereby acknowledges
and agrees that Purchaser’s sole remedy for any Reduction Event shall be the
Reduction Event Adjustment determined in accordance with this Section 9,
and waives any other remedies available to Purchaser at law or in equity for
such Reduction Event.


 


10.         Representations and
Warranties of Seller.  Seller
hereby makes the following representations and warranties to Purchaser, each of
which (a) shall survive Closing for a period of twenty four (24) months,
except for Section 10.1 which shall survive for the time period specified
therein, (b) is true in all material respects as of the Effective Date,
and (c) shall be true in all material respects at Closing:


 


10.1.                        Title.  Except for the Permitted Exceptions Seller
owns fee simple title to the Real Property free and clear of any encumbrances
and defects that would materially impair the ownership and operation of the
Real Property as  commercial timberlands.  This representation and warranty of Seller
shall survive Closing through and until the earlier of (a) the expiration
of the Conversion Agreement applicable to Purchaser pursuant to the Assignment
of Conversion Agreement or any modification thereof pursuant to Section 3.4,
3.5 or an extension 


 


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under Section 3.6 of
the Conversion Agreement or (b) date that is five (5) years after the
date of Closing.


 


10.2.                        Authorization; No Violation or Conflicts.  The execution and delivery by Seller of this
Agreement and the due consummation of the transactions contemplated herein have
been duly and validly authorized by all necessary corporate actions on the part
of Seller and this Agreement constitutes a valid, enforceable and legally
binding agreement of Seller except as
enforceability may be limited by bankruptcy, insolvency, and other similar laws
affecting claims and rights generally and general equitable principles.  Neither the execution and delivery of this
Agreement by Seller nor the consummation by Seller of the transactions
contemplated herein alone or with the passage of time do or will conflict with
or constitute a violation of Seller’s articles or association or other
organizational documentation or agreements or result in the breach of, or the
imposition of any lien on any of the Assets, or constitute a default under, any
indenture or bank loan or credit agreement, or other agreement or instrument to
which Seller is a party or by which Seller or any of the Assets may be bound or
affected or violate any judgment, order, decree, law, statute or governmental
restriction.


 


10.3.                        Suits, Actions
or Proceedings.  Except as
disclosed in Schedule 10.3, to Seller’s knowledge, Seller has not
received notice, including notice from any aboriginal group, Indian Band or
First nation Authority of any action, suit or proceeding pending, contemplated
or threatened against Seller or the Assets, or any portion thereof, in any
court or before any federal, provincial, county or municipal department,
commission, board, bureau or agency or other governmental instrumentality
having proper jurisdiction.  There is no
suit, action, arbitration or other proceeding pending or, to Seller’s
knowledge, threatened before any court or governmental agency, which may result
in the restraint or prohibition of the consummation of the transactions
contemplated by this Agreement.


 


10.4.                        Compliance.  Except as disclosed on Schedule 10.4
and to Seller’s knowledge, during Seller’s ownership of the Assets, Seller has
not received notice that either the Real Property or the Seller is (i) in
material violation of any applicable federal, provincial, county or municipal
law, statute, ordinance, order, regulation or requirement, or (ii) in
material breach of an agreement with a federal, provincial or local
governmental authority affecting all or any portion of the Real Property.


 


10.5.                        No Other
Agreements.  Except for
the Contracts and Leases and other agreements entered into in the normal course
of Seller’s timber operations, there are no other agreements affecting the
Assets or any portion thereof, and Seller has not received notice that it is in
material breach of any of the Contracts or Leases.


 


10.6.                        Timber
Operations and Stumpage Agreement.  Seller and Purchaser acknowledge and agree
that, upon closing, Seller and NPNS shall terminate the Stumpage Agreement
and Seller shall receive payment for all timber harvested pursuant to the Stumpage Agreement
through the date of termination.  To
Seller’s knowledge, other than the harvesting operations being conducted by
NPNS pursuant to the Stumpage Agreement, there are no harvesting
operations currently being conducted on the Real Property.


 


10.7.                        Environmental.  Except as disclosed on Schedule 10.7, Seller
has (i) no knowledge of any violation on the Real Property of the
applicable federal, provincial, state, 


 


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county, city or municipal laws, rules or
regulations pertaining to pollution or protection of the environment, or actual
or threatened releases, discharges, or emissions into the environment or
protection of plant or animal species (collectively, the “Environmental Laws”);
(ii) not received any written notice regarding a violation of the
Environmental Laws or suggesting that any portion of the Real Property may be
targeted for remediation of any hazardous or toxic substances which are
regulated by the Environmental Laws, and any other federal, provincial, county,
city or municipal laws or requirements regulating hazardous, toxic, contaminate
or polluting materials, substances or wastes, including, without limitation,
any “hazardous substances”, “hazardous waste”, “hazardous materials” or “toxic
substances” under such laws (such regulated substances hereinafter collectively
referred to as “Hazardous Substances”); (iii) not released, discharged, or
emitted and has no actual knowledge of any Hazardous Substances on, in or under
the Real Property in violation of any Environmental Laws; (iv) no
knowledge of any pending or threatened clean-up activity or of any of the
above-ground or underground storage tanks on the Real Property; (v) not
made any applications of pesticides and herbicides to the Real Property or
portions thereof which were not done in accordance with applicable
Environmental Laws or in conformance with the accepted industry standards in
central Nova Scotia; (vi) except as previously disclosed to Purchaser, no
knowledge of the presence of any species protected by Environmental Laws on the
Real Property.


 


10.8.                        No Mining
Operations.  Except as
set  forth in schedule 1.1(b) under
the heading “Mining Activity”, there have been no mining operations conducted
on the Real Property or any portion thereof during the past ten (10) years,
and Seller has no knowledge of any proposed mineral extraction or mining activity
on the Real Property.


 


10.9.                        Form Five
Occupation.  To the
knowledge of Seller, neither the whole nor a portion of any of the Real
Property is occupied without permission and no such permission has been given,
except as contained in the Contracts and Leases.


 


10.10.                  Seller’s Residency.  Seller is not a non-resident of Canada within
the meaning of the Income Tax Act (Canada).


 


11.         Representations
and Warranties of Purchaser.  Purchaser hereby makes the following
representations and warranties to Seller, each of  which (a) shall survive Closing for a
period of twelve (12) months, (b) is true in all material respects as of
the Effective Date, and (c) shall be true in all material respects at
Closing:


 


11.1.                        Organization.  Purchaser
is a Nova Scotia unlimited company and is duly organized and validly existing
and is in good standing under the laws of the Province of Nova Scotia and has
full power and authority to carry out its business as now conducted, to enter
into this Agreement and to carry out the transactions contemplated herein in
accordance with the terms hereof.


 


11.2.                        Authorization; No Violation or Conflicts.  The execution and delivery of this Agreement
by Purchaser and the due consummation of the transactions contemplated herein
have been duly and validly authorized by all necessary action on the part of
Purchaser, and this Agreement constitutes a valid, enforceable and legally
binding agreement of Purchaser except as
enforceability may be limited by bankruptcy, insolvency, and other similar laws
affecting claims and rights generally and general equitable principles.  Neither the 


 


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execution and delivery of
this Agreement by Purchaser nor the consummation by Purchaser of the
transactions contemplated herein, alone or with the passage of time do or will
conflict with or constitute a violation of Purchaser’s operating agreement or
other organizational documentation or agreements or result in the breach of, or
the imposition of any lien on any assets of Purchaser pursuant to, or
constitute a default under, any indenture or bank loan or credit agreement, or
other agreement or instrument to which Purchaser is a party or by which
Purchaser or any of its properties may be bound or affected or violate any judgment,
order, decree, law, statute or governmental restriction.


 


11.3.                        Suits, Actions
or Proceedings.  There is no
suit, action, arbitration or other proceeding pending or to Purchaser’s
knowledge (as hereinafter defined) threatened before any court or governmental
agency, which may result in the restraint or prohibition of the consummation of
the transactions contemplated by this Agreement.


 


11.4.                        Insolvency.  There are no attachments, executions,
assignments for the benefit of creditors, or proceedings in bankruptcy or under
any other debtor relief laws pending, or, to Purchaser’s knowledge, threatened
or contemplated against Purchaser or its assets or properties.


 


11.5.                        HST
Registration . Purchaser is registered for purposes of Part IX
of the Excise Tax Act (Canada) or will become registered prior to Closing.


 


11.6.                        Financial
Capability.  Purchaser
has, and at Closing will have, the financial capability to complete the
transactions contemplated under this Agreement.


 


11.7.                        Purchaser’s
Investigations.  Purchaser
is relying upon Purchaser’s own investigation of the Assets, and except for the
representations and warranties expressly set forth in this Agreement, not upon
any other  representations, warranties,
guaranties, promises, statements or assurances of Seller or any of Seller’s
employees or agents, whether written or oral, express or implied, or otherwise.


 


12.         Survival; Knowledge and
Materiality.


 


(a)          Survival.  As provided above, the respective
representations and warranties of Seller and Purchaser contained herein, and
the right to commence any claim with respect thereto, shall survive Closing for
a period of twenty four (24) months (except as otherwise provided in Section 10.1),
and thereafter shall expire and terminate, and each party shall be forever
released from liability to the other based upon such representations and
warranties except as to matters for which the other party has duly commenced a
proceeding against the defaulting party with regard to the alleged breach of
representation or warranty on or prior to such termination date.


 


(b)         Knowledge Defined.  As used in this Agreement:


 


(i)                                     “Seller’s
knowledge” shall mean the actual current knowledge (as opposed to constructive
or imputed knowledge) of the fact or matter in question of Sean Erwin, Steven
Heinrichs or Noah Benz, without any duty to conduct any investigation or
inquiry.


 


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(ii)                                  “Purchaser’s knowledge” shall mean the actual current knowledge (as
opposed to constructive or imputed knowledge) of the fact or matter in question
of the President of Purchaser, without any duty to conduct any investigation or
inquiry.


 


(c)          Limitation as to Claims.  In the event of any claim by Purchaser
against Seller for breach of representation or warranty under this Agreement,
no claim shall be payable by Seller until the aggregate amount of loss or
damage under such claims exceeds $500,000.00 (the “Floor”).  Notwithstanding the Floor, Seller shall be
obligated only to pay the full aggregate amount of all such claims after the
aggregate claims by Purchaser exceed the Floor. 
The aggregate amount paid by the Seller for breach of warranty shall not
exceed $5,000,000.00 (the “Ceiling”). 
Notwithstanding the foregoing Floor and Ceiling, no such limits shall
apply or be effective with respect to any claim arising from the fraud of
Seller, or from any mortgage, security interest, or statutory lien against the
Assets.


 


13.         Contingencies.


 


(a)          Seller’s obligation to
consummate the transactions contemplated hereby is subject to the following
conditions, each of which may be waived in the sole and absolute discretion of
Seller:


 


(i)                                     Purchaser
performing, in all material respects, its obligations under the Agreement;


 


(ii)                                  Purchaser’s representations
and warranties shall be true and correct in all material respects on and as of
the Closing Date, and Purchaser shall have delivered to Seller a certificate to
that effect (the “Purchaser’s Closing Certificate”);


 


(iii)                               Purchaser shall have
executed and delivered, and the Province of Nova Scotia shall have approved and
executed the Assignment of Conversion Agreement;


 


(iv)                              No suit, action, arbitration
or other proceeding shall be pending before any court or governmental agency
which has resulted in the restraint or prohibition of the consummation of the
transactions contemplated by this Agreement or may result in an order to return
to the Purchaser all or any material part of the purchase price;


 


(v)                                 the approval of the
Requisite Lenders, as that term is defined in that certain Credit Agreement, as
amended, dated November 30, 2004 (the “Credit Agreement”) by and between
the Seller and JPMorgan Chase Bank, N.A., as agent for the Lenders (“Lender
Approval”).


 


(b)         Purchaser’s obligation to
consummate the transactions contemplated hereby is subject to fulfillment of
the following conditions, each of which may be waived in the sole and absolute
discretion of Purchaser:


 


10
















 


(i)                                     Seller
performing, in all material respects, its obligations under the Agreement;


 


(ii)                                  Seller’s
representations and warranties shall be true and correct in all material
respects on and as of the Closing Date, and Seller shall have delivered to
Purchaser a certificate to that effect at Closing (the “Seller’s Closing
Certificate”);


 


(iii)                               No suit, action, arbitration
or other proceeding, shall be pending before any court or governmental agency
which has resulted in the restraint or prohibition of the consummation of the
transactions contemplated by this Agreement or may result in an order to
recover to the Seller all or any material part of the Assets; and


 


(iv)                              Purchaser shall have
received a title policy insuring that Purchaser holds title to the Real Property
subject only to the Permitted Exceptions in a form similar to the policy Seller
received for the Real Property in November of 2004 and containing such
endorsements reasonably required by Purchaser and in a form (including the
wording of any general exception) otherwise reasonably acceptable to Purchaser.


 


(v)                                 Seller shall have obtained
the consent of the Province of Nova Scotia to the assignment of the Conversion
Agreement to the Purchaser and provided the Purchaser with a fully executed
assignment document at closing.


 


14.         Closing.


 


14.1.                        Closing Costs.


 


(a)          Seller shall pay the
following costs and expenses in connection with this transaction:


 


(i)                                     Seller’s
attorney, consulting, accounting and other advisory fees, if any;


 


(ii)                                  All property
taxes and special or general assessment installments against the Real Property
that are allocable to the period prior to the Closing Date and any improvement
taxes assessed against the Assets prior to the Closing Date; and


 


(iii)                               The costs of
curing any Title Defects as defined in Schedule 8(c) attached hereto, to
the extent that Seller elects to incur such costs.


 


(b)         Purchaser shall pay the
following costs and expenses in connection with this transaction:


 


(i)                                     Purchaser’s
attorney, consulting, accounting and other advisory fees, if any;


 


(ii)                                  To the Seller
all property taxes, and special or general assessment installments against the
Real Property that are allocable to any period 


 


11

















 


on
and after the Closing Date which have been previously paid by the Seller, and
any improvement taxes assessed against the Assets on or after the Closing Date,
except for any improvement taxes previously paid by Seller;


 


(iii)                               Any taxes,
duties or fees due under the Excise Tax Act or under any statute referred to in
the Taxes, Duties and Fees (GST/HST) Regulations, except that any taxes
assessable on income to the Seller shall be paid by Seller;


 


(iv)                              Recording fees,
transfer taxes and any other fees due upon the recording of the Deeds or
conveyance of the Real Property;


 


(v)                                 All title
insurance premiums, search fees and related costs in connection with Purchaser’s
obtaining title insurance on the Real Property;


 


(vi)                              All costs of
due diligence performed by Purchaser; and


 


(vii)                           All costs of
migrating title for the Real Property as required by the Conversion Agreement.


 


14.2.                        Closing
Instruments.  At the
Closing, the following deliveries shall be made:


 


(a)          Seller shall execute and
deliver to Purchaser the following:


 


(i)                                     the Deeds (as
defined in Section 5(e));


 


(ii)                                  the Assignment
and Assumption of Temporary Encumbrances (as defined in Section 5(d));


 


(iii)                               the Assignment
of the Conversion Agreement executed by the Province;


 


(iv)                              Assignment and
Assumption of that certain mutual road access agreement by and between Seller
and Atlantic Star Forestry Ltd. executed as of June 29, 2006 (the “Mutual
Road Access Agreement”);


 


(v)                                 Consents or
resolutions of the board of directors of Seller authorizing the transaction
contemplated by this Agreement;


 


(vi)                              Seller’s
Closing Certificate;


 


(vii)                           Affidavits
reasonably required by Purchaser’s title insurance company or Purchaser’s
counsel, but only to the extent the same are consistent with Seller’s limited
warranty of title;


 


(viii)                        Closing Statement;


 


12

















 


(ix)                                Bill of Sale
(for Personal Property); and


 


(x)                                   Forms required
under the Land Registration Act and the Assignment of Conversion Agreement.


 


(xi)                                The Lender
Approval, including a commitment addressed to Purchaser and Seller to record
such partial releases sufficient to remove the Credit Agreement as an
encumbrance from Purchaser’s title policy.


 


(xii)                             Clearance
letters in respect of worker’s compensation, HST and employee source deduction.


 


(xiii)                          All other
documents which are required and which the Purchaser has reasonably requested
on or before the Closing Date to give effect to this transaction.


 


(b)         Purchaser shall execute, if
applicable, and deliver to Seller the following:


 


(i)                                     The Purchase Price
and Purchaser’s share of closing costs and prorations by wire transfer;


 


(ii)                                  the Assignment
and Assumption of Temporary Encumbrances;


 


(iii)                               the Assignment
of the Conversion Agreement;


 


(iv)                              the Assignment
of the Mutual Road Access Agreement;


 


(v)                                 Consents or
resolutions of the board of directors of Purchaser authorizing the transaction
contemplated by this Agreement;


 


(vi)                              Purchaser’s
Closing Certificate;


 


(vii)                           Affidavits
required by the title insurance company, if any; and


 


(viii)                        Closing
Statement.


 


(ix)                                All other
documents which are required and which the Seller has reasonably requested on
or before the Closing Date to give effect to this transaction.


 


14.3.                        Pro Rations and
Post-Closing Taxes.  Property
taxes for the current year, assessments, rents, water and other utilities
constituting liens and applicable Temporary Encumbrances shall be pro-rated as
of the Closing Date.  Seller shall be
responsible for the payment in full of all taxes and assessments against the
Real Property for all periods prior to the Closing Date, and Purchaser shall be
responsible for the payment in full of all taxes and 


 


13

















 


assessments against the Real
Property for all periods as of and subsequent to the Closing Date.  Purchaser shall be responsible for, and shall
indemnify, defend and hold harmless (which covenants shall survive the Closing)
Seller from and against all of the “roll-back” or other taxes, if any,
(whenever assessed against Purchaser or Seller) imposed as a result of any
change of use by Purchaser or any successor to Purchaser’s in title, including
but not limited to a change from open space, agricultural, forestland or
recreational status.  Purchaser shall be
solely responsible for the payment of all taxes, or fees due under the Excise
Tax Act and/or under the statutes referred to in the Taxes, Duties and Fees
(GST/HST) Regulations resulting from or arising in connection with the
transaction contemplated hereby.


 


15.         Commission.  Purchaser and Seller each represent and
warrant to the other that no broker, agent or finder, licensed or otherwise has
been engaged by it, respectively, in connection with the transaction
contemplated by this Agreement.  In the
event of any such claim for broker’s, agent’s or finder’s fee or commission in
connection with the negotiation, execution or consummation of this transaction,
the party upon whose alleged statement, representation or agreement such claim
or liability arises shall indemnify, hold harmless and defend the other party
from and against such claim and liability, including without limitation,
reasonable attorney’s fees and court costs. 
Purchaser and Seller acknowledge that the representations and warranties
contained in this Section shall survive the Closing.


 


16.         Possession.  Purchaser, subject to the Permitted
Exceptions, shall be entitled to possession of the Real Property on the Closing
Date.


 


17.         Default.


 


(a)  If Seller defaults
in its contractual performance herein in any material way, and Seller does not
cure such default within ten (10) days following Seller’s receipt of
notice of such default from Purchaser, Purchaser shall have all available
remedies at law or equity, including but not limited to the remedy of specific
performance; provided, however that in no event shall Purchaser be entitled to
monetary damages in excess of One Million Canadian Dollars (C$1,000,000.00)
(the “Damages Cap”).


 


(b)  Purchaser
acknowledges that if Purchaser fails to purchase the Real Property for any
reason other than the breach of Seller or termination of this Agreement by
Seller or Purchaser pursuant to Section 9 or non-fulfillment of a
contingency pursuant to Section 13(b), Seller shall be entitled to
compensation from Purchaser (as its sole remedy) for the detriment resulting
from the removal of the Real Property from the market, and entering into this
Agreement rather than selling to other potential purchasers.  Therefore, in the event of Purchaser’s
failure to purchase the Real Property for any reason other than the breach of
Seller or termination of this Agreement by Seller or Purchaser pursuant to Section 9
or non-fulfillment of a contingency pursuant to Section 13(b), Seller
shall have, as Seller’s exclusive option, the right to receive from Purchaser
One Million Canadian Dollars (C$1,000,000.00) as liquidated damages and not a
penalty.  The parties acknowledge and
agree that the above reference amount is, as of the Effective Date, a
reasonable estimate of Seller’s damages, considering all of the circumstances
existing on the Effective Date and that proof of actual damages would be
impractical or extremely difficult.


 


14

















 


18.         Third Party Consents.  Notwithstanding anything to the contrary in
this Agreement, this Agreement shall not constitute an agreement to assign or
transfer any Contracts, Leases or Personal Property, if an assignment or
transfer or an attempt to make such an assignment or transfer without the
consent or approval of a third party would constitute a breach or violation
thereof or affect adversely the rights of Purchaser or Seller thereunder; and
any transfer or assignment to Purchaser by Seller of any interest under any
such Contracts, Leases or Personal Property, that requires the consent or
approval of such third party shall be made subject to such consent or approval
being obtained.  In the event any such
consent or approval is not obtained on or prior to the Closing Date, Seller
shall continue to cooperate in all reasonable respects with Purchaser in its
efforts to obtain any such consent or approval after the Closing Date until
such time as such consent or approval has been obtained, and Seller will
cooperate in all reasonable respects with Purchaser in any lawful and
economically feasible arrangement to provide that Purchaser shall receive the
interest of the Seller in the benefits under any such Contracts, Leases or
Personal Property and indemnify Purchaser against any liabilities directly
attributable to the failure to secure such consent or approval (except that any
such arrangement shall not require performance by Seller as an agent of
Purchaser); provided that Purchaser shall undertake to and shall pay or satisfy
the corresponding liabilities for the enjoyment of such benefit to the extent
Purchaser would have been responsible therefor if such consent or approval had
been obtained.  Seller’s indemnification
in this Section 18 shall be subject to the Limitations as to Claims
detailed in Section 12(c) of this Agreement.


 


19.         Attorneys’ Fees.  In the event of the bringing of any action or
suit by either party against the other party by reason of any breach of any of
the covenants, conditions, agreements or provisions on the part of the other
party arising out of this Agreement, the party in whose favor final judgment
shall be entered shall be entitled to have and recover of and from the other
party all costs and expenses of suit, including reasonable attorneys’ fees on a
solicitor and client basis.


 


20.         Governing Law.  This Agreement shall be interpreted,
construed and enforced according to the laws of the Province of Nova Scotia,
Canada and the federal laws of Canada applicable therein.


 


21.         Notices.  All notices or other communication provided
for under this Agreement shall be in writing, shall be effective upon receipt
or refusal to accept delivery, and shall be (i) delivered personally, (ii) sent
by registered or certified mail, return receipt requested, postage prepaid, or
by private overnight courier service, addressed to the Person to receive such
notice or communication at the following address, or (iii) sent by
facsimile transmission to the phone number listed below with a copy of such
notice sent on the same day of transmission by the method set forth in the
preceding clause (ii):


 


If to Seller:


 


Neenah Paper Company of Canada


c/o Neenah Paper, Inc.


3460 Preston Ridge Road, Suite 600


Alpharetta, Georgia 30005

Attn:  Legal Department


Facsimile: 
(678) 518 3283


 


15

















 


If to Purchaser:


 


Northern Timber Nova Scotia Corporation


260 Granton Abercrombie Branch Road


Pictou County, New Glasgow, NS   B2H 5E6


Attention:  G.
Wayne Gosse, Chief Executive Officer


Email: 
wgosse@northernpulp.com


Fascimile: 
902-752-5404


 


with
a copy to:


 


McInnes Cooper


644 Main Street, Suite 400, South Tower


P.O. Box 1368


Moncton, New Brunswick


E1C 8T6


Attn:  Bernie
Miller


 


22.         Time of Performance.  Time is of the essence of this Agreement and
of all acts required to be done and performed by the parties hereto, including,
but not limited to, the proper tender of each of the sums required by the terms
hereof to be paid.


 


23.         Section Headings.  The word or words appearing at the
commencement of sections and subsections of this Agreement are included only as
a guide to the contents thereof and are not to be considered as controlling,
enlarging or restricting the language or meaning of those sections or
subsections.


 


24.         Invalidity.  In the event any portion of this Agreement
should be held to be invalid by any court of competent jurisdiction, such holding
shall not affect the remaining provisions hereof unless the court’s ruling
includes a determination that the principal purpose and intent of this
Agreement are thereby defeated.


 


25.         Legal Relationships.  Seller and Purchaser agree that (a) the
relationship between them is, is intended to be and shall at all times remain,
in connection with the transactions contemplated by this Agreement, that of
seller and purchaser and (b) neither party is, is intended to be or shall
be construed as a partner, joint venture, lender, borrower, debtor, creditor,
alter ego, manager, controlling person or other business associate or
participant of any kind of the other party or any of its affiliates and neither
party intends to ever assume such status. 
All terms, covenants and conditions to be observed and performed by
either of the parties hereto shall be joint and several if entered into by more
than one person on behalf of such party, and a default by any one or more of
such persons shall be deemed a default on the part of the party with whom said
person or persons are identified.  No
third party is intended to be benefited by this Agreement.


 


26.         Assignment; Successors.  Neither Seller nor Purchaser may sell,
transfer, assign, pledge or encumber its interest in this Agreement without the
prior written consent of the 


 


16

















 


other, which consent shall
not be unreasonably withheld.  Subject to
the restrictions contained herein, the rights and obligations of the Seller and
Purchaser shall inure to the benefit of and be binding upon their respective
successors and assigns.  Purchaser shall
have the right, without obtaining Seller’s consent, to transfer or assign its
interest in this Agreement to a third party identified by Purchaser in writing
prior to Closing; provided that Purchaser shall remain directly and primarily
liable for Purchaser’s obligations pursuant to the Agreement and in no way
shall such an assignment be deemed a waiver, release or novation.


 


27.         Entire Agreement.  All understandings and agreements previously
existing between the parties, if any, are merged into this Agreement, which
alone fully and completely expresses their agreement, and the same is entered
into after full investigation, neither party relying upon any statement or
representation made by the other not embodied herein.  This Agreement may be modified only by a
written amendment executed by all parties.


 


28.         Interpretation.  This Agreement has been reviewed by both
parties and each party has had the opportunity to consult with independent
counsel with respect to the terms hereof and has done so to the extent that
such party desired.  No stricter
construction or interpretation of the terms hereof shall be applied against
either party as the drafter hereof.


 


29.         Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original instrument.  All such counterparts together shall
constitute a fully executed Agreement.


 


30.         Survival.  No provision of this Agreement shall survive
Closing, except that all agreements, covenants, representations and warranties
set forth in this Agreement, and all provisions of this Agreement, the full
performance of which is not required prior to Closing, will survive Closing and
be fully enforceable for a period of 18 months after Closing (and such
additional time necessary for any final resolution of any claim or action
commenced prior to the end of such period), unless another time period for
survival is specifically listed herein (including the time period provided in Section 10.1).


 


31.         Confidentiality.


 


(a)          Seller and Purchaser
covenant and agree that neither they, nor their respective affiliates, nor they
or their respective directors, officers, employees, agents or representatives,
will disclose the terms of this Agreement to any third party without the prior
written consent of the other party. 
Except as and to the extent required by law, or as may be reasonably
required in order to complete the investigations and transactions contemplated
herein unless and until the purchase and sale contemplated herein shall have
been completed or the proposed transaction has been announced by the parties,
in either case as herein contemplated, the existence and the terms and
conditions of this Agreement shall be kept confidential by the parties.


 


(b)         No press releases or other
public statements concerning this Agreement or the transactions contemplated
hereby shall be made by either party without the prior written approval of the
other, except as required by applicable law.


 


17

















 


32.         Acreage.  Seller is selling and Purchaser is purchasing
the Real Property  based on a GIS
estimate of the total acreage.  The
parties hereto understand and agree that the exact acreage of the Real Property
is not represented, warranted or guaranteed by Seller.


 


33.         Currency.  Unless otherwise specifically referenced
herein all dollar amounts listed, referenced or described in this Agreement
shall refer to and be interpreted to represent Canadian Dollars.


 


34.         Recording.  Purchaser shall not record this Agreement or
any memorandum hereof.


 


35.         Governmental Approvals.  If filings are required under the Competition
Act or the Investment Canada Act, the parties will cooperate and use
commercially reasonable efforts to make such filings in a timely manner, and
the Closing Date shall be postponed until all applicable approvals have been
obtained and there has been compliance with requisite notice periods.


 


36.         Previous Title Policies and
Surveys.  To the extent not previously
provided as part of Purchaser’s due diligence, Seller agrees to deliver to
Purchaser for Purchaser’s receipt at Closing or within a reasonable time
thereafter (i) all previous title policies in Seller’s possession which
insure the Real Property or portions thereof (ii) abstracts of title,
certificate of title and title notes, and (iii) all surveys, GIS data and
mapping information in Seller’s possession showing the Real Property or
portions thereof.


 


37.         Time Periods.  If the time period by which any right,
option, or election provided under this Agreement must be exercised, or by
which any act required hereunder must be performed, expires or falls on a
Saturday, Sunday or legal or bank holiday in either the State of New York or
Province of Nova Scotia, then such time period shall automatically be extended
through the close of business on the next regularly scheduled business day.


 


38.         Further Assurances.  The parties hereto will do such acts and
things and execute such documents, both before and after closing, as are
reasonably necessary to give effect to the intent of this Agreement.


 


39.         Post Closing Obligations.  In order that Purchaser, Seller, and this
transaction shall be able to timely comply with the Land Registration Act and
the Conversion Agreement after the Closing Date Seller will co-operate with
Purchaser with respect to providing information, or providing statutory
declarations where applicable, regarding the title of the Land or portions
thereof, including, without limitation, and to the extent practical, making
available to Purchaser Seller’s employees who may have knowledge regarding the
Real Property.


 


18

















 


IN WITNESS WHEREOF, the
parties hereto have executed this instrument in duplicate the day and year
first above written.


 


 


	
   

  	
  SELLER:
  

  
	
   

  	
   

  
	
   

  	
  NEENAH
  PAPER COMPANY OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sean T. Erwin

  
	
   

  	
   

  	
  Name:

  	
  Sean
  T. Erwin

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  



 


19

















 


IN WITNESS WHEREOF, the
parties hereto have executed this instrument in duplicate the day and year
first above written.


 


	
  PURCHASER:

  	
   

  
	
   

  	
   

  
	
  NORTHERN
  TIMBER NOVA SCOTIA CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Adam Blumenthal 

  	
   

  
	
   

  	
  Name:
  Adam Blumenthal 

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


20

















 


EXHIBITS


 


	
  A.

  	
  Real
  Property — Saving and Excepting Exhibit B Lands

  
	
  B.

  	
  Real
  Property - 55,000 acres ± for re-sale

  



 


SCHEDULES


 


	
  1.1(b)

  	
  Contracts

  
	
  1.1(c)

  	
  Leases

  
	
  10.3

  	
  Suits,
  Actions or Proceedings

  
	
  10.4

  	
  Governmental
  Compliance

  
	
  10.7

  	
  Environmental
  Compliance

  



 


21