Exhibit 10.2
TIMBERLAND PURCHASE AND SALE AGREEMENT
Nova Scotia Timberlands
THIS TIMBERLAND PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into as of the 5th day of May, 2006 ( the "Effective Date") by and
between Neenah Paper Company of Canada ("Seller"), and Wagner Forest Management,
Ltd., a New Hampshire 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.
THOSE CERTAIN TRACTS OF REAL PROPERTY CONSISTING
OF APPROXIMATELY 500,894 ACRES IN THE AGGREGATE SITUATED IN THE PROVINCE OF NOVA
SCOTIA, CANADA AS DEPICTED ON THE MAPS ATTACHED AS EXHIBIT "A" ATTACHED HERETO
(THE "LAND"), INCLUDING WITHOUT LIMITATION, ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO (I) ALL MERCHANTABLE, UNMERCHANTABLE AND PRE-MERCHANTABLE
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 ON AND UNDER THE LAND AND RELATED RIGHTS
SUBJECT TO THE RIGHTS OF THE PROVINCE OF NOVA SCOTIA AND NOT PREVIOUSLY
RESERVED, SEVERED OR CONVEYED BY SELLER OR SELLER'S PREDECESSORS IN INTEREST;
(IV) ANY DEVELOPMENT RIGHTS, AIR RIGHTS, 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) ATTACHED HERETO AND HEREBY MADE A PART HEREOF, TO THE EXTENT
ASSIGNABLE WITHOUT THE PAYMENT OF ANY FEE, PENALTY OR OTHER SUM (HEREINAFTER,
THE "CONTRACTS").
(C)
LEASES.
THE HUNTING, RECREATIONAL AND OTHER LEASES 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 GIS DATA (NOT INCLUDING PROPRIETARY SOFTWARE) IN
SELLER'S POSSESSION AND USED BY SELLER EXCLUSIVELY IN CONNECTION WITH ITS
operations on the Real Property, including the rights to the work product which
could be made available to a registered buyer for the Silviculture credits
listed on Schedule 1.1(d) attached hereto and hereby made a part hereof (the
"Personal Property").
1.2.
ASSETS.
THE REAL PROPERTY, SELLER'S