DELIVERY LOCATION.
THE
QUANTITIES OF PINE PULPWOOD AND PINE SAWTIMBER SPECIFIED IN THE PROPOSED PLAN
SHALL BE THE AMOUNTS PROVIDED IN SECTIONS 2.1(B), 2.2(B) AND 2.2(C) (TO THE
EXTENT SPECIFIED IN THAT SECTION); PROVIDED, HOWEVER, THAT CONSISTENT WITH
SECTIONS 2.1(C) AND 2.2(D), PURCHASER MAY REQUEST IN ITS PROPOSED PLAN THAT
SELLER SELL MORE THAN THE AMOUNTS PROVIDED IN SECTIONS 2.1(B), 2.2(B) AND
2.2(C) DURING THE CALENDAR YEAR COVERED BY THE PLAN, AND SELLER, IN ITS SOLE
DISCRETION, MAY EITHER AGREE TO SELL, OR DECLINE TO SELL, SUCH INCREASED
AMOUNTS.
THE PARTIES SHALL WORK TOGETHER IN GOOD FAITH TO AGREE, BY NO LATER
THAN THE SEPTEMBER 1 FOLLOWING DELIVERY OF PURCHASER'S PROPOSED PLAN, UPON A
MUTUALLY ACCEPTABLE WEEKLY DELIVERY SCHEDULE FOR EACH DELIVERY LOCATION FOR
PRODUCTS TO BE PURCHASED AND SOLD PURSUANT TO THIS AGREEMENT FOR THE CALENDAR
YEAR COVERED BY PURCHASER'S PROPOSAL (WHICH DELIVERY SCHEDULE SHALL, EXCEPT FOR
THE DELIVERY OF PINE CHIPS TO THE KRAFT MILL AND EXCEPT AS OTHERWISE
CONTEMPLATED BY SECTION 2.6, GENERALLY PROVIDE FOR THE DELIVERY OF PINE PRODUCTS
IN APPROXIMATELY EQUAL WEEKLY VOLUMES TO THE NEAREST DELIVERY LOCATION TO THE
TRACT FROM WHICH THE PINE PRODUCTS ARE HARVESTED).
THE QUANTITIES OF PRODUCTS
TO BE PURCHASED AND SOLD DURING THE CALENDAR YEAR, THE TARGETED WEEKLY DELIVERY
SCHEDULE FOR EACH DELIVERY LOCATION AND THE FEE STUMPAGE RESERVE FOR THE
CALENDAR YEAR (IF A FEE STUMPAGE RESERVE IS IN EFFECT FOR THE CALENDAR YEAR) AS
AGREED UPON IN WRITING BY SELLER AND PURCHASER IN ACCORDANCE WITH THE FOREGOING
PROCEDURE, SHALL CONSTITUTE THE "ANNUAL PLAN" FOR SUCH CALENDAR YEAR EXCEPT AS
OTHERWISE SUBSEQUENTLY CHANGED BY WRITTEN AGREEMENT OF SELLER AND PURCHASER.
(C)
THE PARTIES ACKNOWLEDGE THAT VARIATIONS
FROM THE ANNUAL PLAN (INCLUDING TIMING AND VOLUMES OF PRODUCTS TO BE DELIVERED
TO EACH DELIVERY LOCATION) WILL OCCUR; HOWEVER, EACH PARTY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO IMPLEMENT EACH ANNUAL PLAN IN ACCORDANCE WITH
ITS TERMS.
SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DELIVER WEEKLY
TO, AND PURCHASER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ACCEPT AND
PURCHASE WEEKLY AT, EACH DELIVERY LOCATION THE QUANTITY OF EACH PRODUCT
SPECIFIED IN THE ANNUAL PLAN FOR SUCH DELIVERY LOCATION FOR SUCH WEEK (AS
ADJUSTED PURSUANT TO THIS SECTION 2.5(C) AND SECTION 2.6).
PURCHASER SHALL
PROVIDE TO SELLER BY FRIDAY OF EACH WEEK DURING THE CALENDAR YEAR A PROJECTION
OF PURCHASER'S WEEKLY REQUIREMENTS FOR SELLER'S PRODUCTS AT EACH DELIVERY
LOCATION FOR THE FOLLOWING SIX WEEKS, WHICH SHALL TAKE INTO ACCOUNT SELLER'S
AVERAGE WEEKLY DELIVERIES OF EACH PRODUCT BY DELIVERY LOCATION FOR THE CALENDAR
YEAR TO DATE, PURCHASER'S REQUIREMENTS FOR AND CAPACITY TO PROCESS EACH PRODUCT
AT SUCH DELIVERY LOCATION, SELLER'S LOGGER AND FORESTRY MANAGEMENT REQUIREMENTS
AND ABILITY TO SUPPLY EACH PRODUCT AT EACH DELIVERY LOCATION AND WHETHER THE
AVERAGE WEEKLY DELIVERIES AS SO DETERMINED ARE:
(I) BELOW THE TARGETED AMOUNT
SET
13
FORTH IN THE ANNUAL PLAN FOR SUCH DELIVERY LOCATION AND PRODUCT FOR SUCH PERIOD,
AS PREVIOUSLY ADJUSTED PURSUANT TO THIS SECTION 2.5(C) (IN WHICH CASE THE
PROJECTED WEEKLY DELIVERY REQUIREMENTS SHALL (SUBJECT