PURCHASE AND SALE AGREEMENT

Exhibit 10.3

PURCHASE AND SALE AGREEMENT

DATED AS OF JUNE 26, 2009

BETWEEN

FORESTAR (USA) REAL ESTATE GROUP INC.,
as Seller

AND

HOLLAND M. WARE
as Purchaser

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Table of Contents

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Table of Contents

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Table of Contents

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EXHIBITS

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Exhibit W            Section 5.4 Disclosure

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PURCHASE AND SALE AGREEMENT

     THIS IS A PURCHASE AND SALE AGREEMENT (this “ Agreement ”) made as of the 26 ^th day of June, 2009 by and between FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“ Seller ”), and HOLLAND M. WARE (“ Purchaser ”). All capitalized terms used herein but not immediately thereafter defined shall have the meanings ascribed thereto elsewhere in this Agreement.

BACKGROUND STATEMENT

     WHEREAS, Seller is the owner of certain real property located in Coweta, Harris, Heard, Pike and Troup Counties, Georgia, that it wishes to sell, assign, transfer or convey, together with certain other assets, inventory and rights under certain continuing leases, contracts and other agreements, to Purchaser in accordance with the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, Seller and Purchaser desire to enter into an outright sale of all timber growing, standing and lying on such real property other than the Retained Timber; and

     WHEREAS, Purchaser wishes to acquire and accept such real property, timber and other assets being transferred to it in accordance with the terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, their respective representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
PROPERTY; PURCHASE PRICE

     Section 1.1 Agreement to Purchase and Sell . Subject to and in accordance with the terms and provisions of this Agreement, and for the consideration stated herein, Seller agrees to sell the Property to Purchaser and Purchaser agrees to buy the Property from Seller.

     Section 1.2 Property . Subject to the terms and provisions of this Agreement and upon satisfaction of the conditions set forth in Article IX , Seller shall at the Closing sell, assign, transfer and convey to Purchaser, and Purchaser shall acquire, assume and accept from Seller, all right, title and interest to the following assets (collectively, the “ Property ”), free and clear of all Liens other than the Permitted Exceptions:

          (a) Land . The real property described on Exhibit A attached hereto, together with ( i ) all buildings thereon, ( ii ) all roads, rights of way, bridges and other improvements and fixtures thereon, and ( iii ) all other privileges, appurtenances, easements (including the Purchaser Easements in respect thereof) and other rights appertaining thereto other than the Timber (the

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“ Land ”), subject to the Permitted Exceptions; provided , however , that Seller reserves for itself and its successors and assigns ( x ) the Retained Timber, ( y ) the Reserved Easements, and ( z ) the Reserved Mineral Interests and Rights.

          (b) Timber . All timber growing, standing or lying on the Land other than the Retained Timber (the “ Timber ” and, together with the Land, the “ Timberlands ”).

          (c) Royalty . A perpetual Non-Participating Royalty equal to twenty-five percent (25%) of any Royalty payable to Seller as to the Reserved Mineral Interests and Rights, provided that Seller shall have no obligation to lease any portion of the Reserved Mineral Interests and Rights and that any Mineral lease executed by Seller shall be on such terms and conditions as Seller shall determine in its sole and absolute discretion, whether or not considered reasonable by Purchaser, but provided further that in any such lease executed by Seller, the terms and conditions related to surface use, liability for operations conducted on the surface, required insurance coverage and indemnification shall be commercially reasonable (the “ Purchaser’s Non-Participating Royalty ”).

          (d) Assumed Contracts . The rights of Seller under the Contracts in effect at the Effective Time that ( i ) are described on Exhibit B attached hereto or ( ii ) that relate solely to the Timberlands or the forest operations conducted on the Timberlands and are entered into prior to the Closing in compliance with Section 7.2 , but excluding the rights of Seller under any Ancillary Agreement or Real Property Lease (collectively, the “ Assumed Contracts ”).

          (e) Real Property Leases . The rights of Seller with respect to the leases (but only to the extent the Timberlands are subject to such leases) in effect at the Effective Time that relate to all or any portion of the Timberlands to which Seller is a lessor as more particularly described on Exhibit C attached hereto, including any lease under which Seller has granted to a third party hunting or other recreational rights with respect to the Timberlands (or, with respect to any recreational lease in respect of the Timberlands listed on Exhibit C that expires prior to the Closing Date, any renewal of such recreational lease made in compliance with Section 7.2 ) (collectively, the “ Real Property Leases ”).

          (f) Assumed Condemnations . The interests of Seller in any Condemnation that exists on the date hereof or that arises between the date of this Agreement and the Closing Date, including the Condemnations listed on Exhibit D attached hereto (or if resolved prior to the Closing, the proceeds actually received therefrom, net of all costs incurred by Seller to recover such proceeds) but only to the extent attributable to the Timberlands (collectively, the Condemnations described above, the “ Assumed Condemnations ”).

          (g) Approvals . All of Seller’s right, title and interest, if any, in and to all assignable licenses, permits, certificates of occupancy, development rights, consents, entitlements, subdivision maps and approvals, whether by a Governmental Authority or otherwise, relating exclusively to the use, operation or ownership of the Timberlands (the “ Approvals ”).

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Unless expressly identified or described in this Section 1.2 , no other assets of Seller, including accounts receivable in respect of sales of timber removed from the Timberlands prior to the Closing, shall be included within or constitute the Property.

     Section 1.3 Assumed Liabilities . Subject to the terms and provisions of this Agreement and upon satisfaction of the conditions set forth in Article IX , Seller shall at the Closing assign to Purchaser, and Purchaser shall assume from Seller, the liabilities and obligations of Seller under the Assumed Contracts, the Approvals and the Real Property Leases, to the extent such liabilities and obligations accrue or arise, or are related to periods commencing, on or after the Effective Time (collectively, the “ Assumed Liabilities ”).

     Section 1.4 Purchase Price; Deposit . The aggregate purchase price payable by Purchaser to Seller in consideration for the Property shall be the sum of Thirty-Nine Million Four Hundred Ninety-Two Thousand One Hundred and No/100 Dollars ($39,492,100.00) (the “ Pre-Adjustment Purchase Price ”), subject to adjustment as provided in Section 1.6 (as so adjusted, the “ Purchase Price ”). The Purchase Price shall be allocated among (a) the Land and its appurtenances (including, without limitation, Purchaser’s Non-Participating Royalty, the Assumed Contracts, the Real Property Leases and the Assumed Condemnations, but excluding the Timber), and (b) the Timber, as set forth on Exhibit E (as such allocation may be adjusted after the Closing by mutual agreement of the Seller and Purchaser to reflect any of the adjustments made pursuant to Section 1.6 ). Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit with the Title Company pursuant to the escrow agreement in the form of Exhibit F attached hereto, the sum of Two Million and No/100 Dollars ($2,000,000.00) (together with any interest earned thereon, the “ Deposit ”). The Deposit shall either be (i) delivered to Seller at the Closing and applied as a credit towards the Purchase Price or (ii) if the Closing does not occur, disbursed in accordance with Section 11.2 .

     Section 1.5 Permitted Exceptions . The Property shall be sold, transferred, assigned and conveyed to Purchaser subject to the following matters (collectively, the “ Permitted Exceptions ”):

          (a) Laws, including building and zoning ordinances;

          (b) To the extent a tract included in the Timberlands is bounded or traversed by a river, stream, branch or lake:

          (i) the rights of upper and lower riparian owners and the rights of others to navigate such river or stream;

          (ii) the right, if any, of neighboring riparian owners and the public or others to use any public waters, and the right, if any, of the public to use the beaches or shores for recreational purposes;

          (iii) any claim of lack of title to the Timberlands formerly or presently comprising the shores or bottomland of navigable waters or as a result of the change in the boundary due to accretion or avulsion; and

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          (iv) any portion of the Timberlands which is sovereignty lands or any other land that may lie within the bounds of navigable rivers as established by Law;

          (c) To the extent any portion of the Timberlands is bounded or traversed by a public road or maintained right of way, the rights of others (whether owned in fee or by easement) in and to any portion of the Timberlands that lies within such road or maintained right of way;

          (d) Railroad tracks and related facilities, if any (whether owned in fee or by easement), and related railroad easements or railroad rights of way, if any, traversing the Timberlands and the rights of railroad companies to any tracks, siding, ties and rails associated therewith;

          (e) Intentionally deleted;

          (f) Subject to the apportionment provisions of Section 1.7 , all ad valorem property or other Taxes (other than Income Taxes) not yet due and payable, and any Lien related thereto, in respect of the Property for the Tax period during which the Closing occurs and all subsequent Tax periods, and all other assessments and other charges of any kind or nature imposed upon or levied against or on account of the Property by any Governmental Authority, including any additional or supplemental Taxes that may result from a reassessment of the Timberlands, and any potential roll-back or greenbelt type Taxes related to any agricultural, forest or open space exemption that is subject to recapture pursuant to applicable Law;

          (g) Intentionally deleted;

          (h) Easements, discrepancies or conflicts in boundary lines, shortages in area, vacancies, excesses, encroachments or any other facts that a current and accurate survey of the Timberlands would disclose;

          (i) Rights to and/or interests in all oil, gas and other minerals or other substances of any kind or character, including any Minerals and Mineral Rights, as may have been previously reserved by or conveyed to others and any leases concerning any of such oil, gas, other minerals or other substances in, on or under the Timberlands;

          (j) Rights, if any, relating to the construction and maintenance in connection with any public utility of wires, poles, pipes, conduits and appurtenances thereto, on, under, above or across the Timberlands;

          (k) Any matter affecting title to the Property that is disclosed in any Completed Title Commitment and not objected to by Purchaser and any Title Objection that Seller has elected or is deemed to have elected not to cure pursuant to Section 1.6(b) ;

          (l) The easements granted to or reserved by Seller pursuant to any provision of this Agreement;

          (m) Rights of others under any of the Assumed Contracts or the Real Property Leases, to the extent the same affect title to the Timberlands;

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          (n) Any claim of lack of access rights to any portion of the Timberlands, provided, however, that for purposes of Section 1.6(b) only, Purchaser shall have the right to object to lack of access to any portion of the Timberlands (Purchaser acknowledging that the Permitted Exception described in this Section 1.5(n) shall be included as a Permitted Exception to Seller’s warranty of title in the Deeds);

          (o) Any Condemnation in respect of the Timberlands described on Exhibit D or arising on or after the date of this Agreement;

          (p) Restrictions and obligations pursuant to the Continuing Agreements set forth on Exhibit Q ;

          (q) The Reserved Mineral Interests and Rights;

          (r) The Retained Timber;

          (s) Cemeteries and burial grounds; and

          (t) Any easement, covenant, use restriction, zoning restriction, boundary line dispute, encroachment or other third-party right affecting any of the Property not described in items (a) through (s) above and which, individually or in the aggregate, would not have a material adverse effect on the use and enjoyment by Purchaser of the Property for growing and harvesting timber.

     Section 1.6 Certain Adjustments . The Pre-Adjustment Purchase Price shall be subject to the following adjustments:

          (a) Timber Harvest Adjustment .

          (i) Three (3) Business Days before the Closing Date, Seller shall provide to Purchaser a harvest report (the “ Pre-Closing Harvest Report ”) reporting the volume, by Merchantable Timber Category, of merchantable timber known by Seller to have been actually removed from the Timberlands during the period commencing on January 1, 2009 and ending on the last day of the most recently completed calendar quarter (the “ Pre-Closing Harvest Volume ”), together with such supporting data as Purchaser may reasonably request. The Pre-Adjustment Purchase Price shall be reduced to reflect the value of the Pre-Closing Harvest Volume, as determined in accordance with Section 1.6(a)(iv) below. Purchaser shall have 30 days following the Closing to deliver to Seller written notice (a “ Pre-Closing Harvest Objection Notice ”) of any objection to the calculation of any portion of such Pre-Closing Harvest Volume, which Pre-Closing Harvest Objection Notice shall request commencement of the procedure set forth in Section 1.6(a)(iii) . If Seller does not receive a Pre-Closing Harvest Objection Notice prior to the expiration of such 30-day period, Purchaser shall have been deemed to have waived its right to object to Seller’s calculation of any portion of the Pre-Closing Harvest Volume.

          (ii) Within thirty (30) days following the last day of each calendar quarter following the Closing Date, through and including the calendar quarter ending

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June 30, 2010, Seller shall provide to Purchaser a harvest report (each a “ Quarterly Harvest Report ”) reporting the volume, by Merchantable Timber Category, of timber that was actually removed from the Timberlands during such calendar quarter (each a “ Quarterly Harvest Volume ”), together with such supporting data as Purchaser may reasonably request. Purchaser shall have 30 days from the receipt of a Quarterly Harvest Report to deliver to Seller written notice (a “ Quarterly Harvest Objection Notice ”) of any objection to the calculation of any portion of such Quarterly Harvest Volume, which Quarterly Harvest Objection Notice shall request commencement of the procedure set forth in Section 1.6(a)(iii) . If Seller does not receive a Quarterly Harvest Objection Notice prior to the expiration of such 30-day period, Purchaser shall have been deemed to have waived its right to object to Seller’s calculation of any portion of such Quarterly Harvest Volume.

          (iii) Within 15 days after receipt of a Pre-Closing Harvest Objection Notice or Quarterly Harvest Objection Notice, Seller shall appoint a Forestry Consultant to act as a consultant with respect to the calculation of the Pre-Closing Harvest Volume or any Quarterly Harvest Volume, as applicable. During the period following receipt of such Pre-Closing Harvest Objection Notice or Quarterly Harvest Objection Notice, Seller and Purchaser shall negotiate in good faith to reach agreement on the Pre-Closing Harvest Volume or Quarterly Harvest Volume, as applicable. If Seller and Purchaser agree on the calculation of such volume, then such volume shall become final and binding on the Parties. If Seller and Purchaser are unable to agree on any of the disputed calculations within 30 days after receipt of the Pre-Closing Harvest Objection Notice or Quarterly Harvest Objection Notice, the Parties shall refer outstanding matters relating to such calculation to the Forestry Consultant and each Party will, at a mutually agreed time within three (3) Business Days after referral of the matter to the Forestry Consultant simultaneously submit to the Forestry Consultant their respective calculations of the disputed portions of the Pre-Closing Harvest Volume or Quarterly Harvest Volume, as applicable, and any necessary supporting documentation. Within 30 days of such submissions, the Forestry Consultant will select one of the two submissions (and shall not select any other amount) as being most representative of the disputed portion, and the submission so selected shall be final and binding on the Parties. The costs and expenses of the Forestry Consultant in connection with the dispute resolution procedure set forth herein shall be paid by the non-prevailing Party.

          (iv) Following the Closing, Seller shall remit to Purchaser the proceeds, net of any timber harvest delivery cost or severance tax payable by Seller, received by Seller with respect to the Pre-Closing Harvest Volume and each Quarterly Harvest Volume, which proceeds will reduce the Pre-Adjustment Purchase Price. With respect to the proceeds for the Pre-Closing Harvest Volume, Seller shall remit such proceeds to Purchaser on or before the later of: (A) the Closing Date; (B) three (3) Business Days following the final determination of the Pre-Closing Harvest Volume; or (C) fifty (50) days following the last day of the period to which the Pre-Closing Harvest Volume relates. With respect to the proceeds for each Quarterly Harvest Volume, Seller shall remit such proceeds to Purchaser on or before the later of: (Y) three (3) Business Days following the final determination of such Quarterly Harvest Volume; or (Z) fifty

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(50) days following the last day of the calendar quarter to which the Quarterly Harvest Volume relates.

          (b) Title Objections .

          (i) Title Objection Procedure . Within thirty (30) days following the date of this Agreement, Seller shall use commercially reasonable efforts to cause the Title Company to deliver Completed Title Commitments to Purchaser with respect the Timberlands. Purchaser shall have until the tenth (10 ^th ) day after its receipt of any Completed Title Commitment (in each case, the “ Title Objection Period ”) to deliver to Seller written notice of any objection to matters reflected in such Completed Title Commitment other than the Permitted Exceptions (each, a “ Title Objection ” and collectively, the “ Title Objections ”); provided, however, for purposes of making Title Objections only, Purchaser shall have the right to object to the Permitted Exception described in Section 1.5(n) . A Completed Title Commitment shall be deemed to have been made available to Purchaser when it is posted to the online data repository established and maintained by the Title Company for such purpose and the Title Objection Period shall commence with respect to such Completed Title Commitment on the day following the day notice of such posting has been given by Seller or Title Company to Purchaser by email at the email address set forth in Section 12.1 with prompt written notice to follow; provided, however, to the extent a legible copy of any exception document referenced therein is not made available to Purchaser at the time the Completed Title Commitment is made available to Purchaser, Purchaser shall have the right to deliver a Title Objection to Seller with respect to such exception document within ten (10) days following Purchaser’s receipt of such exception document. Upon receipt of the Title Objections to a Completed Title Commitment, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Purchaser in writing whether Seller elects to cure the same by the first to occur of ( A ) the date that is ten (10) days after receipt of the Title Objections with respect to such Completed Title Commitment, or ( B ) one (1) Business Day before the Closing Date. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if Seller causes the Title Company to issue a Title Policy for the affected Timberlands affirmatively insuring over, or not raising as an exception to the Title Policy, such Title Objection. Notwithstanding the foregoing, Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Timberlands evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or assessments) (“ Monetary Liens ”) created as a result of the acts or omissions of Seller or its Affiliates. Seller shall also be obligated to obtain releases of the Property from all UCC Financing Statements identified on Schedule 1.6(b)(i) attached hereto and any updates thereto (the “ Identified UCCs ”). If Seller does not receive written notice of the Title Objections for any objection to matters reflected in a particular Completed Title Commitment on or before the expiration of the relevant Title Objection Period, Purchaser shall be deemed to have waived its right to object to any and all matters reflected in such Completed Title Commitment and Purchaser shall be deemed to accept title to the Timberlands encompassed within such Completed Title Commitment subject to such matters. Any such Title Objection waived (or deemed waived) by Purchaser shall be

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deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Pre-Adjustment Purchase Price.

          (ii) Remedy for Title Objection . In the event Seller elects or is deemed to have elected not to cure any Title Objection (other than Monetary Liens and Identified UCCs), then Purchaser, at its sole election, may either: ( A ) waive such Title Objections and proceed to the Closing, accepting title to those portions of the Timberlands that are subject to such uncured Title Objections without adjustment to the Pre-Adjustment Purchase Price (“ Accepted Title Objections ”); or ( B ) exclude from the Timberlands those portions of the Timberlands that are subject to such uncured Title Objections (a “ Title Objection Carveout ”) only to the extent that the aggregate value of the Title Objection Carveouts, as determined by reference to the Value Table (the “ Title Objection Carveout Value ”), exceeds $395,000, in which event the Pre-Adjustment Purchase Price shall be reduced to the extent the Title Objection Carveout Value exceeds $395,000. Purchaser shall be required to elect clause ( A ) if the Title Objection Carveout Value does not exceed $395,000. Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 40 acres and provide Seller with reasonable access to such Title Objection Carveout, if Seller does not otherwise have legal access thereto.

          (iii) Subsequent Title Exceptions . Purchaser may from time to time prior to Closing request updates to any Completed Title Commitment and if any such update discloses any title matter that was not listed on the prior Completed Title Commitment and which is not a Permitted Exception, then the provisions of this Section 1.6(b) shall apply to such matter. Purchaser may also from time to time prior to Closing obtain updated UCC searches on the Property, and if any such update discloses any UCC Financing Statement that is not included on Schedule 1.6(b)(i) and that is not a Permitted Exception, then Schedule 1.6(b)(i) shall be updated to include such additional UCC Financing Statement(s).

          (c) Casualty Loss .

          (i) Notification of Casualty Loss . From the date of this Agreement until the Closing Date, Seller shall promptly give written notice to Purchaser upon obtaining Seller’s Knowledge of any Casualty Loss occurring during the period commencing January 1, 2009 through the Closing Date, together with a written estimate of the fair market value of the damaged or lost timber, as determined in good faith by Seller based upon then-current pricing for salvage timber, resulting from such Casualty Loss. Purchaser shall have until the thirtieth (30 ^th ) day after the Closing Date to deliver to Seller written notice of any Casualty Loss that occurred during such period but was not identified by Seller in accordance with the previous sentence of this Section 1.6(c)(i) , together with a written estimate of the fair market value of the damaged or lost timber, as determined in good faith by Purchaser based upon then-current pricing for salvage timber, resulting from such Casualty Loss. If Seller does not receive notice of such Casualty Loss from Purchaser prior to the expiration of such 30-day period, Purchaser shall be deemed to have waived its rights to receive an adjustment to the Pre-Adjustment Purchase Price in respect of any such Casualty Loss pursuant to this Section 1.6(c) , apart from any adjustment to the Pre-Adjustment Purchase Price for any portion of such

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Casualty Loss that was identified by Seller prior to the Closing pursuant to the first sentence of this Section 1.6(c)(i) , and Purchaser shall be deemed to accept the Timberlands subject to such Casualty Loss.

          (ii) Adjustment for Casualty Loss . If immediately prior to any Casualty Loss, the aggregate fair market value of damaged or lost Timber, by reference to the Value Table, resulting from Casualty Losses identified in accordance with Section 1.6(c)(i) exceeds $1,185,000 (after taking into account the salvage value of any damaged Timber) (the “ Casualty Loss Basket ”), the Pre-Adjustment Purchase Price shall be reduced by the amount that such aggregate fair market value exceeds the Casualty Loss Basket. If Purchaser objects to any of Seller’s calculations of the fair market value of the damaged or lost timber, by reference to the Value Table, resulting from a Casualty Loss prior to the Closing pursuant to Section 1.6(c)(i) or if Seller objects to any calculation of the fair market value of the damaged or lost timber, by reference to the Value Table, resulting from a Casualty Loss made by Purchaser post-Closing pursuant to Section 1.6(c)(i) , Seller and Purchaser shall negotiate in good faith to determine by mutual agreement the fair market value of the damaged or lost timber in accordance with Section 1.6(c)(iv) . If Seller and Purchaser agree on the amount of such value, then such value will become final and binding on the Parties. If Seller and Purchaser are unable to agree on the amount of such value within thirty (30) days of Purchaser’s delivery of a notice of objection to Seller’s pre-Closing calculations or Seller’s delivery of a notice of objection to Purchaser’s post-Closing calculations, Seller and Purchaser will refer the matter to a Forestry Consultant, and each will, at a mutually agreed time within three days after such referral, submit to the Forestry Consultant their respective calculations of the fair market value of such damaged or lost timber. Within thirty (30) days of such submissions, the Forestry Consultant shall determine the fair market value of the damaged or lost timber in accordance with this Section 1.6(c) and shall select one of the two submissions of the Parties (and shall not select any other amount) as being most representative of the fair market value of such damaged or lost Timber, and the submission so selected shall be final and binding on the Parties. The costs and expenses of the Forestry Consultant in connection with the dispute resolution procedure set forth herein shall be paid by the non-prevailing Party.

          (iii) Casualty Loss with FMV of less than the Casualty Loss Basket . If it is determined in accordance with this Section 1.6(c) that, immediately prior to any Casualty Loss, the damaged or lost timber in connection with Casualty Losses identified in accordance with Section 1.6(c)(i) on the Timberlands had an aggregate fair market value of less than the Casualty Loss Basket, Purchaser shall be deemed to accept such Timberlands (and the timber thereon) in its condition as of the Closing Date, with no reduction in the Pre-Adjustment Purchase Price.

          (iv) Determination of FMV of Timber Related to a Casualty Loss . For the purpose of determining the fair market value of the damaged or lost timber resulting from a Casualty Loss, the fair market value for damaged or lost timber shall be deemed to equal the value of the timber as existed immediately prior to such Casualty Loss, determined by reference to the Value Table, net of the salvage value of such timber to Purchaser after deducting the cost of harvesting and delivering such timber.

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          (d) Environmental Objections .

          (i) Environmental Objection Procedure . Prior to the date of this Agreement, Seller has caused SLR Corporation to deliver to Purchaser a Phase I Environmental Site Assessment with respect to the Timberlands prepared in accordance with ASTM Practice E 2247-08 (Standard Practice for Environmental Site Assessments: Phase I Environmental Process for Forestland or Rural Property) (the “ Phase I Report ”). Purchaser shall have until the tenth (10 ^th ) day after the date of this Agreement (the “ Environmental Review Period ”) (A) to review the Phase I Report, and (B) to deliver to Seller written notice of the existence of a REC on any portion of the Timberlands. Within ten (10) days following Seller’s receipt of such notice from Purchaser, Seller shall deliver to Purchaser written notice indicating whether Seller (1) intends to cure such REC before the Closing, or (2) does not intend to cure such REC. Failure by Seller to deliver such notice within such time period shall be deemed an election to not cure any such REC pursuant to clause (2).

          (ii) Remedy for Environmental Objection . In the event of the presence of any REC that Seller has not agreed to cure, Purchaser’s sole remedy with respect to such REC shall be to adjust the Pre-Adjustment Purchase Price as described in Section 1.6(d)(iii) and the Parties shall proceed to the Closing with those portions of the Timberlands that are subject to such REC excluded from the Timberlands to be conveyed to Purchaser (an “ Environmental Carveout ”). Notwithstanding the foregoing, each Environmental Carveout in which Seller has an interest shall contain at least 40 acres and provide Seller with reasonable access to such Environmental Carveout.

          (iii) FMV Calculation . The fair market value of any portion of the Timberlands subject to any Environmental Carveout shall be calculated by reference to the Value Table. At the Closing, the Pre-Adjustment Purchase Price shall be reduced by an amount equal to the aggregate fair market value of the Timberlands subject to such Environmental Carveouts, if any, as calculated in accordance with this Section 1.6(d)(iii) .

     Section 1.7 Apportionments . Except as provided in Section 2.3 , the following shall be apportioned between Purchaser and Seller as of the Effective Time (on a per diem basis) with the Closing Date allocated to Purchaser: (i) property and other non-Income Taxes and assessments in respect of the Property with respect to the Tax period in which the Effective Time occurs; (ii) revenue from the Real Property Leases, if any, including hunting and other recreational lease revenue; and (iii) payments made or received, applying to the period beginning at the Effective Time, by Seller in respect of any Assumed Contract (collectively, “ Apportionments ”). At Closing, all deposits under the Real Property Leases, if any, shall be assigned to Purchaser or credited against the Purchase Price. Not later than sixty (60) days after the Closing Date, Seller and Purchaser shall determine the Apportionments, and the Pre-Adjustment Purchase Price shall be increased or decreased, as applicable, by the aggregate amount of such Apportionments, except where any applicable Tax rates have not been fixed or the value assessments have not been made and finally determined with respect to all of the Timberlands for the applicable Tax periods in which the Effective Time occurs (Purchaser acknowledging that Seller has instituted or may, at its option, institute before the Closing protests of certain Taxes pursuant to certain Assumed Contracts, the final resolution of which protests

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may occur after the Closing), in which case the Apportionments will be completed promptly after resolution of the applicable issues. Any adjustment and payment to be made pursuant to this Section 1.7 shall be made no later than three (3) Business Days following the determination of the aggregate amount of the Apportionments. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 1.7 . Except for the adjustment set forth above, there shall not be any proration of property Taxes or other non-Income Taxes and assessments and, as between Purchaser and Seller, Purchaser agrees that Purchaser shall be solely responsible for all such property Taxes and other non-Income Taxes and assessments due and payable in respect of the Property after the Closing. If Seller and Purchaser cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 7.4 . The provisions of this Section 1.7 shall survive Closing and the execution and delivery of the Deeds.

     Section 1.8 Provision Regarding Reserved Mineral Interests . In accordance with Section 1.2(a) and the Deeds, Seller is reserving the Reserved Mineral Interests and Rights, provided, however, that (a) Purchaser shall retain title to any Timber (other than the Retained Timber) removed during the exercise by Seller of the Reserved Mineral Interests and Rights, (b) Seller shall assign to Purchaser any damages allocable to the disturbance of the surface and payable under any lease of, or agreement relating to, Minerals entered into by Seller, (c) Seller shall grant to Purchaser Purchaser’s Non-Participating Royalty, and (d) notwithstanding anything to the contrary in this Agreement, the provisions of Section 3.3 hereof shall not apply to the exercise by (i) Seller, (ii) any Affiliate of Seller, (iii) any lessee or (iv) any other Person, on or after the date hereof of any of Seller’s rights with respect to the Reserved Mineral Interests and Rights; and such covenants (a) through (c) shall be reflected in the Deeds. If, but only if, Seller or any Affiliate of Seller conducts any mining, drilling, or exploration related to the Reserved Mineral Interests and Rights on the Property, Seller shall conduct such activities in a commercially reasonable manner and shall indemnify, defend and hold harmless the Purchaser Indemnitees from and against any Loss asserted against or incurred by any Purchaser Indemnitee as a result of or arising out of such mining, drilling, or exploration without regard to the cap provided in Section 10.5(c)(ii) . The preceding sentence shall not apply with respect to, and neither Seller nor any Affiliate of Seller shall indemnify any Purchaser Indemnitee or otherwise be responsible for any Loss asserted against or incurred by any Purchaser Indemnitee as a result of or arising out of, any mining, drilling, exploration or other activity related to the Reserved Mineral Interests and Rights on the Property conducted by any Person other than Seller or an Affiliate of Seller, including (but not limited to) any lessee of any portion of the Reserved Mineral Interests and Rights. The provisions of this Section 1.8 shall survive Closing and the execution and delivery of the Deeds.

     Section 1.9 Provision Regarding Retained Timber . Seller is a party to that certain Timber Sale and Purchase Agreement dated December 1, 2007 (the “ TIN Supply Agreement ”), with TIN Inc., a Delaware corporation (“ TIN ”). Pursuant to the TIN Supply Agreement, Seller enters into annual contracts with TIN pursuant to which Seller grants TIN the right to harvest and purchase timber from the tracts designated in such annual contracts. Pursuant to that certain Timber Rights Contract (2009) dated January 1, 2009, between Seller and TIN, as amended by that certain First Amendment to Timber Rights Contract (2009) dated January 19, 2009 (as amended, the “ Timber Rights Contract ”), TIN has the right to harvest timber from certain

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portions of the Timberlands through July 1, 2009, and certain other portions of the Timberlands through July 1, 2010, which tracts are separately and more particularly described on Exhibit H attached hereto (such tracts being, collectively, the “ Retained Timber Tracts ”). Seller shall reserve in the Deeds at the Closing the Timber located on the Retained Timber Tracts (the “ Retained Timber ”), provided, however, that ( i ) Seller shall release to Purchaser the unharvested Retained Timber within sixty (60) days following the earlier to occur of ( A ) the date of completion of all harvesting and retirement activities on the Retained Timber Tracts by TIN or its agents, employees or contractors, or ( B ) July 1, 2010 (the “ Outside Release Date ”); ( ii ) the Pre-Adjustment Purchase Price shall be adjusted pursuant to Section 1.6(a) with respect to all Retained Timber severed from the Retained Timber Tracts from and after the Closing Date until the date of the release described by clause (i); ( iii ) from and after the date of this Agreement until the date of the release contemplated by clause (i), all harvesting on the Retained Timber Tracts shall be thinnings only, and clearcuts shall be prohibited except in connection with a casualty loss or the treatment or prevention of insects or disease, or in connection with any salvage operations related to a casualty loss, insects or disease but only after giving written notice thereof to Purchaser; ( iv ) at the Closing Purchaser and Seller shall enter into a Harvesting and Access Agreement in the form of Exhibit I attached hereto (the “ Harvesting and Access Agreement ”) to grant Seller access to, and to govern Seller’s harvesting of, the Retained Timber after the Closing; and (v) the Deed for any Retained Timber Tract shall include a provision to reflect the release of the unharvested Retained Timber as of the Outside Release Date, subject to the rights of Seller under the Harvesting and Access Agreement to conduct cleanup operations on the Retained Timber Tracts for a sixty(60) day period following the Outside Release Date.

ARTICLE II
CLOSING

     Section 2.1 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall be a “mail-away” escrow closing and take place, subject to the satisfaction, or waiver by the Party entitled to the benefit thereof, of the conditions set forth in Article IX, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, Atlanta, Georgia 30309, at 9:00 a.m., local time, on or as of the fifth day following the date on which all of the conditions set forth in Article IX have been satisfied, or waived by the Party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing), in accordance with this Agreement or at such other time and date as the Parties shall agree in writing (the date on which the Closing occurs, the “ Closing Date ”). Upon completion of the Closing, the transactions contemplated by this Agreement shall be deemed effective as of 12:01 a.m. Eastern Time on the Closing Date (the “ Effective Time ”). The Parties shall use their commercially reasonable efforts to cause the Closing Date to occur on or before July 31, 2009. Except as specifically provided herein, time is of the essence of this Agreement for all purposes.

     Section 2.2 Closing Deliveries.

          (a) Closing Deliveries by Seller . Seller shall deliver the following items to Purchaser at the Closing:

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          (i) a certificate from an officer of Seller attesting to the matters set forth in Sections 9.2(b) and 9.2(c) ;

          (ii) duly executed counterparts of the assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Assumed Contracts and the Assumed Condemnations, substantially in the form of Exhibit J-1 attached hereto (the “ General Assignment and Assumption ”);

          (iii) duly executed counterparts of assignment and assumption agreements under which Seller assigns and Purchaser assumes all of Seller’s right, title and interest in and to the Real Property Leases in each case substantially in the form of Exhibit J-2 attached hereto (each, an “ Assignment and Assumption of Real Property Leases ”);

          (iv) duly executed quit claim assignment of Seller’s right, title and interest, if any, in and to the Approvals, in the form of Exhibit J-3 attached hereto (the “ Approval Assignment ”);

          (v) one (1) duly executed limited warranty deed for each county in which the Timberlands are located containing a description of the applicable portion of the Property approved by Purchaser in accordance with Section 1.6(b) , warranting only against Persons claiming by, through or under Seller and subject only to the Permitted Exceptions, in each case substantially in the form of Exhibit K attached hereto, and such other Conveyance Instruments as are reasonably necessary to vest in Purchaser title to the Timberlands, the Purchaser Easements in respect thereof, and Purchaser’s Non-Participating Royalty, but excluding the Retained Timber and the Reserved Mineral Interests and Rights in respect thereof (collectively, the “ Deeds ”);

          (vi) an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the Code and the Treasury Regulations thereunder;

          (vii) such title affidavits as are reasonably requested by the Title Company, substantially in the form of Exhibit L attached hereto;

          (viii) an affidavit of Georgia residence with respect to Seller, as required by O.C.G.A. § 48-7-128;

          (ix) releases of all Monetary Liens and, to the extent required pursuant to Section 1.6(b)(i) , Identified UCCs on the Property;

          (x) Letter of Reliance by SLR Corporation in favor of Purchaser and Purchaser’s lender, if any, in the form of Exhibit M attached hereto (the “ Letter of Reliance ”);

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          (xi) one or more easements substantially in the form of Exhibit N attached hereto, to the extent necessary to evidence the right of Purchaser, or such other Persons as shall be designated by Purchaser, to use the Purchaser Easements;

          (xii) duly executed counterparts of the Harvesting and Access Agreement;

          (xiii) duly executed counterparts of letters to each tenant under the Real Property Leases and each vendor under the Assumed Contracts and Continuing Agreements substantially in the form attached as Exhibit V attached hereto informing them of the sale of the Property to Purchaser (the “Notification Letters”); and

          (xiv) such assignments, bills of sale, certificates of title and other instruments of assignment and conveyance, all in form reasonably satisfactory to Purchaser, as are necessary to convey fully and effectively to Purchaser the Property in accordance with the terms hereof.

          (b) Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver the following items to Seller:

          (i) the Purchase Price;

          (ii) certificates of a duly authorized officer of Purchaser attesting to the matters set forth in Sections 9.3(b) and 9.3(c) ;

          (iii) duly executed counterparts of the General Assignment and Assumption, the Assignment and Assumption of Real Property Leases, and the Approval Assignment;

          (iv) any Conveyance Instruments in respect of the Property to which Purchaser is a party;

          (v) one or more easements substantially in the form of Exhibit N to the extent necessary to evidence the right of Seller, or such other Persons as shall be designated by Seller, to use the Reserved Easements;

          (vi) duly executed counterparts of the Harvesting and Access Agreement;

          (vii) duly executed counterparts of the Notification Letters; and

          (viii) such other instruments of assumption necessary, in the reasonable opinion of Seller, for Purchaser to assume the Assumed Liabilities.

          (c) Other Closing Deliveries . The Parties shall each execute and deliver such other and further certificates, assurances, closing statements and documents as may reasonably be required by the other Party or the Title Company in connection with the consummation of the transactions contemplated by this Agreement.

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     Section 2.3 Costs and Expenses . Each Party shall be responsible for its own attorneys’ fees and expenses. Seller shall prepare the Deeds at Seller’s expense and shall pay all costs of removing all Monetary Liens and, to the extent required pursuant to Section 1.6(b)(i) , Identified UCCs against the Property. Purchaser shall pay all other costs associated with filing any documents, including the Deeds, to be recorded with the exception that Seller shall pay the filing costs of any documents related to satisfying or releasing the Monetary Liens, Identified UCCs and the Title Objections that Seller has elected to cure. Seller shall be responsible for any timber harvest or severance tax with respect to any timber harvested from the Timberlands prior to the Closing and any harvested Retained Timber. Purchaser shall pay the cost, if any, of the assignment of the Approvals.  Purchaser shall be responsible for any recapture, reassessment, roll-back Taxes or changes in Tax assessments in respect of the Property that may become due and payable after the Effective Time caused by any action or inaction of Purchaser with respect to the removal of the Property after the Effective Time from their present classifications, or changes in use after the Effective Time. Purchaser shall bear all sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest transfer and other similar Taxes related to the conveyance of the Property from Seller to Purchaser arising in connection with the transactions contemplated by this Agreement (collectively, “ Transfer Taxes ”), and the Party having primary responsibility under applicable Law shall timely prepare and file Tax Returns in respect of such Transfer Taxes with the applicable Taxing Authority. All other costs shall be paid by the Party incurring such costs.

ARTICLE III
ACKNOWLEDGEMENTS BY PURCHASER

     Section 3.1 Disclaimer of Certain Representations . Purchaser acknowledges that, except as is specifically set forth in this Agreement, the Ancillary Agreements, the Deeds and the other conveyance and assignment instruments and affidavits referred to in Article II , Seller has not made, does not make and has not authorized anyone else to make, any representation, warranty or promise of any kind, including as to: ( i ) the existence or non-existence of access to or from the Timberlands or any portion thereof; ( ii ) the location of the Timberlands or any portion thereof within any flood plain, flood prone area, watershed or the designation of any portion thereof as “wetlands”; ( iii ) the availability of water, sewer, electrical, gas or other utility services at or on the Timberlands; ( iv ) the number of acres or square footage in the Timberlands; ( v ) the present or future physical condition or suitability of the Property for any purpose; ( vi ) the actual amount and type of timber on the Timberlands, if any; or ( vii ) any other matter or thing affecting or relating to the Property or this Agreement.

     Section 3.2 General Disclaimers . PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE ANCILLARY AGREEMENTS, THE DEEDS AND THE OTHER CONVEYANCE AND ASSIGNMENT INSTRUMENTS AND AFFIDAVITS REFERRED TO IN ARTICLE II : ( I ) NO REPRESENTATIONS, WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN OR ARE BEING MADE BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON WITH RESPECT TO THE PROPERTY, INCLUDING WITH RESPECT TO PHYSICAL OR ENVIRONMENTAL CONDITION, HABITABILITY, QUANTITY OR QUALITY OF TIMBER, NURSERY STOCK OR SEEDLINGS, FUTURE

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FIBER GROWTH OR HARVEST, FUTURE FINANCIAL RESULTS FROM THE SALE OF FIBER GROWN ON THE TIMBERLANDS OR FROM THE SALE OF THE TIMBERLANDS, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED RELATING TO ANY OF THE FOREGOING MATTERS, AND ( II ) IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT RELIED AND DOES NOT RELY ON ANY SUCH REPRESENTATION, WARRANTY OR PROMISE, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL TAKE THE PROPERTY IN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION ON THE CLOSING DATE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ANCILLARY AGREEMENTS, THE DEEDS AND THE OTHER CONVEYANCE AND ASSIGNMENT INSTRUMENTS AND AFFIDAVITS REFERRED TO IN ARTICLE II .

     Section 3.3 Waiver and Release . UPON THE CLOSING, SUBJECT TO ARTICLE X , PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING ADVERSE ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER’S OR PURCHASER’S INVESTIGATION, AND UPON THE CLOSING, SUBJECT TO ARTICLE X, PURCHASER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER AGREES THAT, SUBJECT TO ARTICLE X , SELLER SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INVESTIGATION, CLEAN-UP, REMEDIATION, CORRECTIVE ACTION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ADVERSE ENVIRONMENTAL CONDITIONS ON THE TIMBERLANDS AFTER THE CLOSING, AND PURCHASER, OR SUCH OTHER THIRD PARTY OTHER THAN SELLER AS MAY BE DETERMINED BY APPLICABLE LAW, SHALL BE RESPONSIBLE FOR ALL SUCH INVESTIGATION, CLEAN-UP, REMOVAL, REMEDIATION OR CORRECTIVE ACTION AND THE COSTS AND EXPENSES RELATED THERETO. THE PROVISIONS OF THIS SECTION 3.3 SHALL NOT APPLY TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND RESULTING FROM OR RELATING TO (1) THE EXERCISE BY ANY PERSON (INCLUDING BUT NOT LIMITED TO SELLER, SELLER’S AFFILIATES AND ANY LESSEE OF SELLER) AFTER THE DATE OF THIS AGREEMENT OF ANY OF SELLER’S RIGHTS WITH RESPECT TO THE RESERVED MINERAL INTERESTS AND RIGHTS, OR (2) ANY ENVIRONMENTAL CARVEOUT. NEITHER PARTY HERETO INTENDS FOR THIS SECTION 3.3 TO

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BENEFIT ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, A “THIRD PARTY BENEFICIARY”, AND NO PERSON OTHER THAN THE PARTIES HERETO SHALL HAVE ANY RIGHTS OR CLAIMS AGAINST A PARTY UNDER, DERIVED FROM OR IN ANY WAY RELATED TO THIS SECTION 3.3 .

     Section 3.4 No Reliance . Purchaser acknowledges that any materials provided to it, including any cost or other estimates, projections, acreage, and timber information, any management presentations and any materials and information provided on data disks, via e-mail or in any on-line data rooms, are not and shall not be deemed representations or warranties by or on behalf of Seller or any other Person and are not to be relied upon by Purchaser.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER AS TO STATUS

     Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:

     Section 4.1 Organization . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to: ( i ) own, lease and operate its properties and assets and to carry on its business as now being conducted; ( ii ) execute this Agreement and all other agreements, instruments and documents to be executed by it in connection with the consummation of the transactions contemplated by this Agreement and such other agreements (the “ Ancillary Agreements ”); and ( iii ) perform its obligations and consummate the transactions contemplated hereby and by the Ancillary Agreements.

     Section 4.2 Qualification . Seller is qualified or registered as a foreign corporation for the transaction of business and is in good standing under the Laws of each jurisdiction in which the location of its properties makes such qualification necessary, other than those jurisdictions as to which the failure to be so qualified or registered would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Seller’s ability to perform its obligations under this Agreement and the Ancillary Agreements.

     Section 4.3 Authority . The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     Section 4.4 No Violation . The execution, delivery or performance of this Agreement by Seller will not result in a breach or violation of, or default under, ( i ) the terms, conditions or provisions of Seller’s certificate of incorporation, bylaws or any standing resolution of its board

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of directors; ( ii ) any Assumed Contract or Real Property Lease; ( iii ) any Law applicable to Seller or any of the Timberlands; or ( iv ) any permit, license, order, judgment or decree of any Governmental Authority by which Seller or the Timberlands is or may be bound, excluding from the foregoing clauses (ii), (iii) and (iv) such breaches, violations or defaults that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on Seller’s ability to perform its obligations under this Agreement and the Ancillary Agreements.

     Section 4.5 Governmental Consents and Approvals . There are no approvals, consents or registration requirements with respect to any Governmental Authority that are or will be necessary for the valid execution and delivery by Seller of this Agreement and the Ancillary Agreements, or the consummation of the transactions contemplated hereby and thereby, other than ( i ) those described on Exhibit O attached hereto and ( ii ) those which ( A ) have been obtained, or ( B ) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature and size to those contemplated hereby and where the failure to obtain the same would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Seller’s ability to perform its obligations under this Agreement and the Ancillary Agreements.

     Section 4.6 Litigation.

          (a) Pending Matters . Except as set forth on Exhibit P attached hereto, there are no pending Claims or, to Seller’s Knowledge, threatened Claims that ( i ) either ( A ) seek to restrain or enjoin the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of any of the transactions contemplated hereby or thereby, or ( B ) affect or relate to any of the Property, and ( ii ) would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on Seller’s ability to perform its obligations under this Agreement and the Ancillary Agreements.

          (b) Adverse Judgments . There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority or by an arbitrator) against Seller (or affecting any of the Property) that prohibit or restrict or could reasonably be expected to result in any material delay of the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

     Section 4.7 Taxes . Except for such Liens as may be reflected in the Title Commitments, there are no Liens or other encumbrances, other than the Permitted Exceptions, on any of the Property that arose in connection with any failure or alleged failure by Seller to timely pay any Tax. All material Taxes related to the Property required to be withheld and paid have been timely withheld and paid, except for ( i ) such Taxes the failure to pay which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect and ( ii ) any Taxes being contested in good faith. Exhibit T attached hereto describes the Tax reduction proceedings with respect to the Property initiated by Seller as of the date of this Agreement.

     Section 4.8 Contracts . Exhibits B and C contain a list, and Seller has made available to Purchaser copies, of the following documents in effect on the date of this Agreement: ( i ) each

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Assumed Contract; ( ii ) all of the Real Property Leases; and ( iii ) each written amendment, supplement, and modification in respect of any of the foregoing.

     Section 4.9 Continuing Agreements . The Continuing Agreements in effect as of the date of this Agreement are listed on Exhibit Q attached hereto, and Purchaser has been provided with copies of or access to all such Continuing Agreements.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER RELATED
TO THE PROPERTY

     Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:

     Section 5.1 Compliance with Laws . Seller holds all licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights of any Governmental Authority that are necessary to conduct operations on the Timberlands as presently conducted, except for those licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights the failure to hold which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Seller is presently operating the Timberlands in substantial compliance with applicable Laws, other than Environmental Laws which are expressly excluded from this Section 5.1 , and except for those violations, if any, that would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

     Section 5.2 Condemnations . Except as described on Exhibit D , there are no Condemnations as of the date hereof and no Condemnations have been concluded between January 1, 2009 and the date hereof.

     Section 5.3 Assumed Contracts and Real Property Leases . Except as described on Exhibits B or C , with respect to each Assumed Contract and Real Property Lease, or except as would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on the use and enjoyment by Purchaser of the Timberlands or any material portion thereof in accordance with the terms of such Assumed Contract or Real Property Lease: ( i ) such Assumed Contract or Real Property Lease is legal, valid, binding, enforceable and in full force and effect; ( ii ) the transactions contemplated by this Agreement or the Ancillary Agreements will not result in a breach or default under such Assumed Contract or Real Property Lease, or otherwise cause such Assumed Contract or Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; ( iii ) neither Seller, nor to Seller’s Knowledge, any other party to such Assumed Contract or Real Property Lease is in breach or default under such Assumed Contract or Real Property Lease; and ( iv ) to Seller’s Knowledge, no event has occurred or failed to occur or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute a breach or default under such Assumed Contract or Real Property Lease or permit the termination, modification or acceleration of rent under such Assumed Contract or Real Property Lease.

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     Section 5.4 Matters Relating to the Environmental Condition of the Timberlands . Except as may be set forth in the Phase I Report or on Exhibit W , to Seller’s Knowledge ( i ) there is no condition existing on the Timberlands that constitutes a material violation of any applicable Environmental Law, ( ii ) there is no existing Adverse Environmental Condition on the Timberlands, ( iii ) Seller has not received any written notice of any violation of, or liability under, any Environmental Law in connection with the operation of Seller on the Timberlands, and ( iv )  there are no material writs, injunctions, decrees, orders or judgments outstanding or any actions, suits, proceedings or investigations pending or threatened relating to the compliance of Seller with or liability under any Environmental Law affecting the Timberlands.

     Section 5.5 Timber Cutting Contracts . Except for the TIN Supply Agreement and any related Timber Rights Contract, there are no outstanding Contracts pursuant to which any Person has the right to cut or remove timber on the Timberlands. TIN and its contractors have the right to harvest timber only on the Retained Timber Tracts.

     Section 5.6 Carbon Credits . Seller has not sold, assigned or pledged any sequestered carbon dioxide and/or carbon credits with respect to the Property.

     Section 5.7 Boundary Disputes . To Seller’s Knowledge, Seller has not received written notice of any boundary line dispute affecting the Property other than those described on Exhibit U attached hereto.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Section 6.1 Representations and Warranties . Purchaser represents and warrants to Seller, as of the date hereof and as of the Closing Date, as follows:

          (a) No Violation . The execution, delivery, and performance by Purchaser of this Agreement or any of the Ancillary Agreements to which it is a party will not result in a breach or violation of, or default under, ( i ) any Contract to which it is a party or by which it or any of its assets may be bound; ( ii ) any Law applicable to it or any of its assets; or ( iii ) any permit, license, order, judgment or decree of any Governmental Authority by which Purchaser or any of its assets is or may be bound, excluding from the foregoing clauses (i), (ii) and (iii), such breaches, violations or defaults that would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on its ability to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party.

          (b) Governmental Consents and Approvals . There are no approvals, consents or registration requirements with respect to any Governmental Authority that are or will be necessary for the valid execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, or the consummation of the transactions contemplated hereby and thereby, other than those that ( i ) have been obtained, ( ii ) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature and size to those contemplated hereby and where the failure to obtain the same would not, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to perform it