SELLER.
IF BUYER AND
SELLER ARE UNABLE TO REACH
MUTUAL DETERMINATION, THEN THE APPLICABLE FAIR MARKET TIMBER VALUE SHALL BE
DETERMINED IN ACCORDANCE WITH THE FAIR MARKET TIMBER VALUE MECHANISM.
1.11
"FAIR MARKET TIMBER VALUE MECHANISM" SHALL MEAN THE FOLLOWING
PROCEDURE USED TO DETERMINE THE FAIR MARKET TIMBER VALUE OF EACH TYPE OF
QUALIFYING TIMBER HEREUNDER.
EITHER SELLER OR BUYER MAY INITIATE COMMENCEMENT
OF THE FAIR MARKET TIMBER VALUE MECHANISM BY NOTICE TO THE OTHER (A "MECHANISM
NOTICE").
NOT LATER THAN TEN (10) DAYS FOLLOWING RECEIPT OF A MECHANISM NOTICE,
SELLER AND BUYER SHALL AGREE ON THE VALUATION CONSULTANT.
NOT LATER THAN THIRTY
(30) DAYS FOLLOWING SELECTION OF THE VALUATION CONSULTANT, EACH OF SELLER, BUYER
AND THE VALUATION CONSULTANT SHALL SUBMIT TO THE OTHERS NOT LESS THAN SIX
(6) QUALIFYING SALES RELATING TO THE THEN APPLICABLE FAIR MARKET TIMBER VALUE
DETERMINATION.
THE FAIR MARKET TIMBER VALUE OF THE QUALIFYING TIMBER AT ISSUE
SHALL BE (A) THE SUM OF (I) THE AVERAGE PRICE PER TON OF ALL QUALIFYING SALES
SUBMITTED BY SELLER, PLUS (II) THE AVERAGE PRICE PER TON OF ALL QUALIFYING SALES
SUBMITTED BY BUYER, PLUS (III) THE AVERAGE PRICE PER TON OF ALL QUALIFYING SALES
SUBMITTED BY THE VALUATION CONSULTANT, (B) DIVIDED BY THREE.
1.12
"FORCE MAJEURE EVENT" SHALL MEAN ANY ACT, OMISSION OR CIRCUMSTANCE
OCCASIONED BY OR RESULTING FROM ANY ACTS OF GOD, ACTS OF THE PUBLIC ENEMY, WARS,
BLOCKADES, INSURRECTIONS, RIOTS, EPIDEMICS, INFESTATION, DISEASE, LANDSLIDES,
LIGHTNING, EARTHQUAKES, TORNADOES, WINDSTORMS, VOLCANOES, FIRES, STORMS, FLOODS,
DISASTERS, CIVIL DISTURBANCES, EXPLOSIONS, SABOTAGE, GOVERNMENTAL ACTIONS, THE
FAILURE TO ACT OF ANY GOVERNMENTAL AUTHORITY, STRIKES OR OTHER LABOR DISPUTES,
FAILURES OR PARTIAL FAILURES OF ANY EQUIPMENT, FAILURE OF TRANSPORTATION,
ADVERSE FINANCIAL OR MARKET CONDITIONS, OR AN INVOLUNTARY CEASING OF OPERATIONS
AT THE MILL FOR A MINIMUM OF THIRTY (30) CONSECUTIVE DAYS, OR ANY OTHER EVENTS
OR CIRCUMSTANCES NOT WITHIN THE CONTROL OF A PARTY HERETO WHICH PREVENTS SUCH
PARTY FROM
PERFORMING ITS OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT "FORCE MAJEURE
EVENT" SHALL NOT INCLUDE (I) A PARTY'S FINANCIAL INABILITY TO PERFORM, OR
(II) AN ACT, OMISSION OR CIRCUMSTANCE ARISING FROM THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PARTY CLAIMING THAT A FORCE MAJEURE EVENT HAS OCCURRED.
1.13
"GOVERNMENTAL AUTHORITY" SHALL MEAN ANY FEDERAL, STATE, LOCAL OR
FOREIGN GOVERNMENT, POLITICAL SUBDIVISION, AGENCY, BOARD, COURT, REGULATORY BODY
OR COMMISSION, ANY ARBITRATOR WITH AUTHORITY TO BIND A PARTY AT LAW, OR ANY
PERSON ACTING LAWFULLY ON BEHALF OF ANY OF THE FOREGOING.
1.14
"HARDWOOD PULPWOOD" SHALL MEAN PULPWOOD FROM HARDWOOD SPECIES OF
TIMBER.
1.15
"HARDWOOD STRINGER PRODUCT PRICE" SHALL MEAN THE PER TON PRICE FOR
HARDWOOD STRINGERS AS SET FORTH ON SCHEDULE 1.15 ATTACHED HERETO (THE "BASE
PRICE") ADJUSTED UP OR DOWN BEGINNING JANUARY 1, 2006 ON A QUARTERLY BASIS
PURSUANT TO THE PRICE ADJUSTMENT MECHANISM SET FORTH IN SAID SCHEDULE 1.15.
ON
EACH BASE PRICE ADJUSTMENT DATE DURING THE TERM OF THIS AGREEMENT, THE BASE
PRICE FOR HARDWOOD STRINGERS SHALL BE ADJUSTED TO EQUAL THE FAIR MARKET TIMBER
VALUE FOR SUCH PRODUCT ON THE