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
1
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