(a)               Real Property . That certain real property situated in Gadsen, Holmes, Jackson, Santa Rosa, Walton and Washington Counties, State of Florida; Decatur County, Georgia; and Geneva County, Alabama , shown on the maps attached hereto as Exhibit “A” and incorporated herein by this reference as though fully set forth, being a portion of the Florida Timberlands of Seller (the “Property”), including Seller’s rights, privileges, advantages, and appurtenances thereunto belonging or in any way appertaining thereto, but only to the extent belonging or appertaining to the Property, including but not limited to all of Seller’s right, title, and interest (i) in and to the reproduction, merchantable, pre-merchantable and unmerchantable timber, growing, lying, standing or felled, timber interests and timber rights located on or appurtenant to the Property; (ii) in and to any mineral, sand, oil, gas, hydrocarbon substances and gravel and other rights on and under the Property which have not previously been reserved, severed or conveyed by Seller or Seller’s predecessors in interest; and (iii) all rights of Seller in and to any development rights, air rights, water, water rights, ditch and ditch rights appurtenant to the Property but subject to the exceptions and reservations described in this Agreement.

    (b)               Contracts . All contracts relating to the operation of the Property, including without limitation operating contracts, stumpage contracts, leases, permits, licenses, governmental consents and agreements, approvals and clearances, agreements for construction of roads or other improvements, rights under any payment, performance, or bonds relating to or associated with the Property, to the extent assignable (hereinafter, the “Contracts”). A schedule of timber cutting contracts that were “open contracts” as of July 2, 2004 and thereafter including deeds conveying real property, other than easements and rights of way, since July 2, 2004 is attached as Schedule 1.1(b ) and incorporated herein by this reference as though fully set forth (the “Timber Cutting Contracts”).

    (c)               Access Rights and Easements . All rights of Seller in and to any access rights, rights-of-way and easements appurtenant to the Property, to the extent assignable (hereinafter, “Access Rights and Easements”).

    (d)               Personal Property . Seller’s maps, property books, aerial photos, plans, drawings, specifications, renderings, engineering studies, biological studies particular to the Property, grading or drainage studies, environmental and hazardous waste studies and reports and related data and materials in Seller’s possession relating to the Property, and timber inventory, GIS and IFMS data with respect to the Property (not including proprietary software) (“Personal Property”). Purchaser agrees to make all Personal Property available to Seller upon Seller’s request and to not destroy the same for five (5) years from the date of the Closing without the prior written permission of Seller.

    (a)               The purchase price for the Assets is Fifty One Million Forty-Six Thousand Nine Hundred Forty-Five Dollars ($51,046,945.00) (“Purchase Price”). The Purchase Price is subject to adjustment pursuant to Paragraphs 5(b), 5(d), 6(d), 6 (f) and 10. The Purchase Price shall be payable in immediately available funds in cash for the personal property and minerals according to paragraph 1.2 with the balance to be paid by, at Seller’s option, immediately available funds or one or more installment notes on the Closing Date for the sale and acquisition of the Assets as follows:

    (a)               Upon mutual execution, the parties shall deposit a copy of this Agreement, and such other documents and monies, including Earnest Money, as are required hereby into escrow established with Stewart Title Guaranty Company, 1000 Second Avenue, Suite 1620, Seattle, Washington 98104 (the “Escrow Agent”) pursuant to an escrow agreement (“Escrow Agreement”) attached as Exhibit B . At the Closing, the Earnest Money shall be returned to Purchaser.

    (b)               The Closing shall occur not later than June 15, 2005. The Closing shall take place at the offices of the Escrow Agent. Closing shall mean the point at which all executed documentation and monies required to close the transaction have been delivered to escrow, including signed escrow instructions.

    (a)               As of the Closing Date, title to the Property is to be free of all encumbrances or defects except those listed in the preliminary commitments for title insurance acceptable to Purchaser as described herein.

    (b)               Seller shall provide one set of title commitments to the Property to Purchaser at Seller’s expense issued by Stewart Title Guaranty Company (“Stewart”). Seller shall pay any fees to update title from the date of the title commitments if Closing occurs on a date that is later than ninety (90) days from the date of such commitments. Seller and Purchaser shall each pay one-half of the title insurance premiums for a standard owner’s title insurance policy. Purchaser agrees to acquire an Owner’s or Lender’s policy of title insurance (i.e., extended coverage) from Stewart, or if Purchaser desires to decline title insurance or acquire title insurance from a title company other than Stewart, Purchaser agrees to reimburse Seller all fees and expenses incurred by Seller in providing the title commitments including but not limited to search and exam fees, commitment fees and cancellation fees. Purchaser shall have until close of business on the thirtieth (30th) day after Purchaser’s receipt of all of the title commitments and copies of substantially all of the exception documents referenced therein (the “Title Review Period”) to notify Seller in writing of any objections Purchaser has to any matters shown or referred to in the title commitments; provided, however, that Purchaser shall have until the close of business on the tenth (10 ^th ) day after Purchaser’s receipt of any missing documents to notify Seller in writing of any objections Purchaser has to those documents. Monetary encumbrances to be discharged by Seller shall be paid from Seller’s funds at the Closing, and shall not be subject to the “Floor” as hereinafter described. Purchaser shall not object to and shall accept the following matters which shall be deemed to be Permitted Exceptions (as hereinafter defined):

    (i)        liens for taxes, assessments and other governmental charges which are not yet due and payable as of the Closing;

    (ii)        all land use (including but not limited to forestry, environmental and wetlands), building and zoning laws, regulations, codes and ordinances affecting the Property;

    (iii)        any rights of the United States of America, the State in which the Property is located or others in the use and continuous flow of any brooks, streams or other natural water courses or water bodies within, crossing or abutting the Property, or title to the submerged lands including, without limitation, riparian rights and navigational servitudes;

     (iv)        title to that portion of the Property, if any, lying below the mean high water mark of abutting tidal waters;

    (v)        all easements, rights-of-way, licenses and other such similar encumbrances apparent or of record;

    (vi)        all existing public and private roads and streets and all railroad and utility lines, pipelines, service lines and facilities;

    (vii)        all encroachments, overlaps, boundary line disputes, shortages in area, persons in possession, cemeteries and burial grounds and other matters not of record which would be disclosed by an accurate survey of the Property;

    (viii)        prior reservations or conveyances of mineral rights or mineral leases of every kind and character; and

    (ix)        any loss or claim due to lack of access to any portion of the Property, provided that lack of access does not affect more than ten percent (10%) of the acres of the Property with lack of access being limited to tracts or parcels identified by Purchaser where the Seller has neither legal access nor permissive access (although unrecorded). Seller shall on or before the delivery of the title commitments furnish Purchaser information to Seller’s knowledge on all tracts lacking legal access identifying the tract, any recorded easements or rights-of-way, any unrecorded written or verbal consents to access the tract and whether or not access has been refused attaching a map for each tract identified by Seller.

    (c)               Seller has provided Purchaser with copies of all encumbrances not of record that affect the Property that Seller anticipates would survive each Closing (the “Temporary Encumbrances”). Purchaser agrees to accept the Temporary Encumbrances provided the Temporary Encumbrances are of the type and nature customarily accepted by a purchaser in a large timberland transaction. At Closing, Seller shall assign and Purchaser shall assume Seller’s rights, duties, obligations and liabilities under the Temporary Encumbrances accepted by Purchaser pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C . Any income from the Temporary Encumbrances shall be pro-rated to the Date of Closing. Notices of the assignment shall be executed by Seller and Purchaser at Closing and mailed to the third party benefiting from the Temporary Encumbrances.

    (d)               Purchaser and Seller agree to amend this Agreement with formal legal descriptions as Exhibit “A” prior to Closing. During the Title Review Period, Purchaser has the right to verify the maps attached hereto as Exhibit “A” against the legal descriptions contained in the title commitments. In the event of discrepancies causing Purchaser to believe acres depicted as owned by Seller on the maps are not included within deed acres from the legal descriptions (“Missing Acres”), then Purchaser shall have the right to treat the Missing Acres as a title claim pursuant to the procedures and subject to the limitations set forth in the immediately preceding paragraph, provided however, Seller shall have the right to offset any title claim of Missing Acres by any additional acres Seller believes are included in deed acres from the legal descriptions that are not depicted on the maps (“Additional Acres”). In the event the total Additional Acres exceed six/tenths of one percent (0.6%) of the Purchase Price (“the Floor”), then the Purchase Price shall be adjusted upward for amount of the Additional acreage above the Floor pursuant to the prices set forth on Schedule 5(b) . If Additional Acreage does not exceed the Floor, there shall be no adjustment to the Purchase Price.

    (e)               At Closing, the Seller shall execute and deliver to Purchaser a Special Warranty Deed (the “Deed”) for each county in which the Property is located, warranting title against the claims of all persons claiming by, through or under Seller, but against none other. All mineral rights shall be conveyed by quitclaim rather than special warranty. The Deed shall be free of encumbrances or defects except (i) such encumbrances or defects that may attach after the Closing Date through any person other than the Seller, and (ii) the Permitted Exceptions. The Deeds shall be in the form attached hereto as Composite Exhibit D and incorporated herein by this reference as though fully set forth and shall be delivered to Purchaser, or a person or entity designated by Purchaser.

    (a)               Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that full inspection of the Property has been made or will have been made by the Closing Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVEST ABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS.

    (b)               Between the date of this Agreement and the Closing Date, the Seller shall maintain and keep the Property in substantially the same condition as existed on the date of this Agreement except Seller shall have the right to cut timber pursuant to the Timber Cutting Contracts and in accordance with Paragraph 6(f). Seller shall not extend any timber cutting contracts without the permission of Purchaser. Further, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser, which consent cannot be unreasonably withheld. Certain costs incurred by Seller may be reimbursable at Closing as follows:

    (c)               Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property.

    (d)               Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s Environmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, then Purchaser shall notify Seller in writing of any such adverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. In the event Seller and Purchaser are unable to agree upon the specific acreage to be excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00). In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any acres deleted (subject to expansion to a marketable parcel as aforesaid) as a result of Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price