Common use of Annual Plan Clause in Contracts

Annual Plan. (a) Seller shall on the date hereof and prior to September 1 of each Calendar Year during the Term, complete and submit to Buyer a written delivery plan with respect to the Products to be made available for purchase by Buyer during the next Calendar Year (the “Annual Plan”). Said Annual Plan shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above), the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the Annual Plan for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlands.

Annual Plan. (a) Seller The Manager shall on the date hereof and prior to September 1 of each Calendar Year during the Term, complete prepare and submit to Buyer the Executive Committee for approval a written delivery plan with respect proposal (a “Proposed Annual Plan“) for the following items (collectively, if and to the Products to be made available for purchase extent approved by Buyer during the next Calendar Year (Executive Committee in accordance with this Agreement, the “Annual Plan”). Said Annual Plan shall include estimates of delivery of “) for the Products by Delivery Distances, month Company and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. each Subsidiary on an annual basis: (bi) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below an operating budget (the “Minimum Volumes”): Operating Budget“) setting forth the estimated revenues and expenses (iincluding variances and contingencies) all Pulpwood volumes projected to be harvested from of the Timberlands in Company and each Subsidiary for the applicable ensuing Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010Year; (ii) ninety percent a capital budget (90%the “Capital Budget“), which shall include the proposed capital expenditures (including variances and contingencies) relating to each Property and sources of all Pulpwood volumes funds in connection therewith, including the projected time for, and amount of, any projected Additional Capital Contributions to be harvested from required by the Timberlands in Members during the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013period covered by such budget; and (iii) eighty-five percent a leasing budget and plan (85%including variances and contingencies) for each Property, and leasing guidelines for each Property which will include minimum and maximum length of all Pulpwood volumes projected lease terms and the minimum permissible “economics” of leases (to be harvested from specified as a net present value or another reasonable methodology incorporating factors such as minimum rental rates, brokerage commissions, tenant improvement costs, landlord contribution costs and free rent periods) (the Timberlands in “Leasing Guidelines“). On or prior to the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes date on which each of the Products Buyer agrees Initial Properties is contributed to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above)Company, the parties Executive Committee shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the approve an Annual Plan for such year; providedProperty which will be for the period from the Property Contribution Date (as defined in the Contribution Agreement) through December 31, however2005 (collectively, that during any the “Initial Annual Plan“), which Initial Annual Plan shall be based upon the 2004 stub period budget and the preliminary Annual Plan for 2005 for such Initial Property, approved by NYSTRS pursuant to the Contribution Agreement. The Proposed Annual Plan for each subsequent Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations Year of the Mill or Company shall be prepared by the operations Manager and submitted for the approval by the Members, such submission to be made not later than November 1 of Seller on the Timberlandsyear prior to the Calendar Year covered thereby.

Annual Plan. On or before the Commencement Date (a) Seller shall on the date hereof and prior to September 1 of each Calendar Year during the Termi.e., complete and submit to Buyer a written delivery plan with respect to the Products calendar year in which the Commencement Date occurs), and thereafter on or before November 30th of each year during the Term hereof, Subtenant shall deliver to Sublandlord a report with respect to the next succeeding calendar year (herein, an "Annual Plan"), setting forth the plans and prospects for Subtenant's business operations at the Subleased Property, which shall include (i) a forecast or budget of revenues (including, without limitation, Golf Course Revenues and Other Revenues) and expenses for such period, (ii) a projection on a month-by-month basis of cash in-flow and working capital, (iii) proposed plans for marketing, sales, promotion, membership development and advertising, (iv) a proposed schedule of all fees and charges to be imposed at the Subleased Property, including, but not limited to, membership fees, greens fees and cart rental charges, charges for the use of practice range facilities, food and beverages charges, and fees and charges for other services, amenities and products that Subtenant intends to offer at the Subleased Property, (v) a forecast or budget of Capital Expenditures for such period, together with a plan for the improvement of the golf course and related facilities and a plan for the improvement of the clubhouse and other buildings at the Subleased Property, and (vi) description of any other material action concerning the management, operation or marketing of the Subleased Property contemplated for the period at issue. Sublandlord shall have the right to request reasonable modifications to the components of the Annual Plan described in subclause (v) above with respect to additions or improvements made or to be made available for purchase to the Subleased Property, by Buyer during notice thereof to Subtenant, and Subtenant shall thereafter so modify such items as reasonably requested by Sublandlord, and shall submit the next Calendar Year (revised components of the “Annual Plan”). Said Annual Plan to Sublandlord within thirty (30) days following Sublandlord's request for such modifications. Subtenant shall include estimates of delivery of utilize good faith efforts to implement the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) the respective period or periods covered thereby and shall promptly notify Sublandlord of all Pulpwood volumes projected to be harvested any action taken by Subtenant which materially deviates from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes matters set forth in the current Annual Plan. Said Without limitation of the foregoing, it is agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above), the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with by Subtenant that the Annual Plan shall provide for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlands.an annual budget for Capital Expenditures

Annual Plan. (a) Seller shall Prior to the Effective Date, the parties agreed upon an Annual Plan for the portion of Calendar Year 2008 after the Effective Date which sets forth the Quantities of Pine Pulpwood and Sawtimber to be delivered to each Delivery Location under this Agreement during the remainder of Calendar Year 2008 (which Quantities are not less than a pro rata portion of the Committed Volume of Pine Products for the initial Contract Year, based on the date hereof number of days in the Calendar Year after the Effective Date), the portion of the Pine Pulpwood which Seller anticipates furnishing during such period in the form of Pine Chips, the portion of the Products to be delivered pursuant to the Annual Plan which shall constitute the Fee Stumpage Reserve to be made available for harvesting by Purchaser Assumed Contract Loggers and prior the other provisions required to September be contained in an Annual Plan pursuant to Section 2.5(b). (b) By not later than July 1 of each Calendar Year year during the Term, complete and Seller shall submit to Buyer Purchaser Seller’s plan for supplying Products of each type to Purchaser from the Timberlands during the following Calendar Year in at least the minimum amounts required by this Agreement (“Seller’s Harvest Plan”). Seller’s Harvest Plan shall specify: (x) the quantity of Pine Pulpwood and Pine Sawtimber that will be available for sale to Purchaser in accordance with Sections 2.1 and 2.2, the proposed quantities of Pine Pulpwood and Pine Sawtimber to be delivered to each Delivery Location and the portion of the Pine Pulpwood which Seller anticipates furnishing during the Calendar Year in the form of Pine Chips pursuant to Section 2.1(a), (y) the quantity of Hardwood Pulpwood that will be available for sale to Purchaser in accordance with Section 2.3, the proposed quantities of Hardwood Pulpwood to be delivered to each Delivery Location and the portion of the Hardwood Pulpwood which Seller anticipates furnishing in the form of Hardwood Chips, and (z) if a written delivery Fee Stumpage Reserve will be in effect for the following Calendar Year in accordance with Section 2.5(d), the portion of Products to be delivered pursuant to the Annual Plan which shall constitute the Fee Stumpage Reserve and made available for harvesting by Purchaser Assumed Contract Loggers as provided in Section 2.5(d) (which portion shall be reasonable and based on the aggregate harvesting capacity of the logging contractors who entered into master cut and haul agreements covering fee stumpage with Seller which were Excluded Contracts (as defined in the Asset Purchase Agreement) under the Asset Purchase Agreement and Seller’s total harvesting requirements). By not later than July 21 of the same Calendar Year, Purchaser shall submit to Seller in writing a proposed plan with respect to the Products quantities of Pine Pulpwood, Pine Sawtimber and Hardwood Pulpwood to be made available for purchase by Buyer during the next Calendar Year (the “Annual Plan”). Said Annual Plan shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase purchased from Seller during the next following Calendar YearYear and Purchaser’s estimated weekly delivery targets by 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 unless consistent with Sections 2.1(c) and 2.2(d), Purchaser may request in its proposed plan that Seller agrees otherwisesell more than the amounts provided in Sections 2.1(b), Buyer must 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 purchase at least ninety percent 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 (90%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) of the volumes set forth in the Annual Plan. Said as agreed upon volumes in writing by Seller and Purchaser in accordance with the foregoing procedure, shall then become in the aggregate constitute the “Annual VolumesPlan” Buyer agrees to purchase for such Calendar Year except as otherwise subsequently changed by written agreement of Seller and Seller agrees to deliver in the next Calendar YearPurchaser. (dc) Following adoption of each The parties acknowledge that variations from the Annual Plan (or as adjusted according including timing and volumes of Products to Section 2.3(cbe delivered to each Delivery Location) above)will occur; however, the parties each party shall act in good faith and each use their respective commercially reasonable efforts to implement such each Annual Plan in accordance with its terms. Products Seller shall be delivered throughout 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 Calendar Year quantity of each Product specified in accordance with the Annual Plan for such year; providedDelivery 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, howeverwhich shall take into account Seller’s average weekly deliveries of each Product by Delivery Location for the Calendar Year to date, that 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 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 to Section 2.6 hereof) be increased to make up for the shortfall to the extent commercially reasonable for both Seller and Purchaser), or (ii) above the targeted amount set 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 to Section 2.6 hereof) be decreased to make up for the overage to the extent commercially reasonable for both Seller and Purchaser). Subject to the other provisions of this Section 2.5(c), during any Calendar Year, with reasonable notice to the other party, Seller may vary its deliveries, and Buyer Purchaser may vary its purchases purchases, of Products, subject to Section 4.2 herein, as Products so long as such variations in delivery and purchase are immaterial and will not materially impair the operations of the Kraft Mill or the SLM Sawmill, or the operations at the respective Delivery Locations, or the operations at Seller’s Timberlands from which the Products are supplied. Notwithstanding any change in deliveries of Products during any period pursuant to this Section 2.5(c), no such change shall limit any of the rights or obligations of the parties under Article 3. (d) During each of the first three Contract Years, Seller shall make available as a Fee Stumpage Reserve for harvesting by Purchaser Assumed Contract Loggers the quantity of Products specified in the Annual Plan or Annual Plans covering such Contract Year (or, in the case of the remainder of Calendar Year 2008 after the Effective Date, the amount agreed upon prior to the Effective Date as provided in Section 2.5(a)). Except as provided in Section 2.5(b), Seller shall solely determine and control the tracts within the Timberlands from which the Fee Stumpage Reserve shall be harvested, the Quantities of Products to be harvested from such tracts, the type and method of logging to be used in harvesting such tracts and the other logging processes to be used in harvesting such tracts; however, a reasonable portion of such tracts shall be reasonably accessible for harvesting during wet weather. Seller from time to time shall advise Purchaser when it has Fee Stumpage Reserve tracts available for harvesting by the Purchaser Assumed Contract Loggers, and Purchaser from time to time shall advise Seller when there is excess harvesting capacity available among the Purchaser Assumed Contract Loggers to harvest Fee Stumpage Reserve tracts. When Seller has Fee Stumpage Reserve tracts available for harvesting by the Purchaser Assumed Contract Loggers, Purchaser may direct one or more Purchaser Assumed Contract Loggers to Seller for the purpose of harvesting such tracts; however, in the absence of such direction, Seller may select the Purchaser Assumed Contract Loggers to harvest such tracts. Purchaser shall make sufficient Purchaser Assumed Contract Logger capacity available to Seller on a consistent basis for Seller to meet its delivery requirements with respect to the portion of the Annual Plan consisting of the Fee Stumpage Reserve. Regardless of whether a Purchaser Assumed Contract Logger is directed to Seller by Purchaser or is selected by Purchaser, Seller shall be responsible for contracting with such Purchaser Assumed Contract Logger to harvest available Fee Stumpage Reserve tracts at such prices, reimbursement and adjustments, with such specifications and on such other terms and conditions, as Seller and such Purchaser Assumed Contract Logger may agree. Nothing in this Agreement shall restrict (i) the right of Seller from time to time to enter into agreements with Purchaser Assumed Contract Loggers or other logging contractors regularly engaged by Purchaser to harvest Products from the Timberlands not in connection with the Fee Stumpage Reserve at such prices, which such reimbursements and adjustments, with such specifications and on such other terms and conditions, as Seller and any such Purchaser Assumed Contract Logger may agree, or (ii) the Timberlandsright of Purchaser from time to time to enter into agreements with logging contractors regularly engaged by Seller to harvest Products from the Timberlands to harvest third party stumpage purchased by Purchaser at such prices, with such reimbursements and adjustments, with such specifications and on such other terms and conditions, as Purchaser and any such logging contractor may agree. Seller and Purchaser shall review the Fee Stumpage Reserve program at the end of the third Contract Year of this Agreement to determine whether they mutually desire to continue the program and, if so, the terms on which the program shall be continued by them.

Annual Plan. (a) Seller shall on Manager and Head Lessee will settle the Annual Plan for Fiscal Year 2005 within 30 days after the date hereof and of this Agreement. Not later than ninety (90) days prior to September 1 the commencement of each Calendar subsequent Fiscal Year, Manager shall meet with Head Lessee and present for Head Lessee’s approval a preliminary proposed annual plan for such subsequent Fiscal Year during for the TermOperated Facilities. Head Lessee shall review and approve the proposed Annual Plan, or specify objections to specific items in the Annual Plan, within fifteen (15) days of its receipt of the complete and submit to Buyer a written delivery plan with respect Annual Plan. Not later than sixty (60) days prior to the Products to be made available commencement of such subsequent Fiscal Year, Manager shall meet with Head Lessee and present for purchase by Buyer during Head Lessee’s approval a final proposed annual plan for the next Calendar Operated Facilities for such subsequent Fiscal Year (the “Proposed Annual Plan”). Said Proposed Annual Plan Plans shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan but not be limited to: (a) an annual operating budget which shall set forth anticipated Total Revenues and Operating Expenses for the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III.Operated Facilities; (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below a Capital Improvements expenditures budget (the “Minimum VolumesCapital Improvements Budget”): ) for the upcoming Fiscal Year with a forecast for the subsequent two (i2) all Pulpwood volumes projected Fiscal Years, including landlord improvements and major repairs and improvements to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019.Operated Facilities; (c) Buyer a Leasing Program, as described in Section 3.5, above, which shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year.include Leasing Commission Fees; (d) Following adoption a cash flow projection, which will indicate the anticipated cash flow to be distributed to or required, by way of each Working Capital, from the Head Lessee; (e) an estimate of recoverable Operating Expenses which will be charged to Tenants; (f) a marketing plan for the leasing of vacant Operated Facilities and report to Head Lessee on the Resort Marketing Program; (g) an insurance review; (h) a calculation of budgeted EBITDA for the Fiscal Year; and (i) other components which Manager or Head Lessee, acting reasonably, deems appropriate. Manager shall make available to Head Lessee all information which is reasonably required to assist in evaluating the Proposed Annual Plan (or as adjusted according to Section 2.3(c) above), the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its termsPlan. Products Manager shall be delivered throughout the Calendar Year authorized to incur expenditures in accordance with the Annual Plan for such year; provided, however, approved by the Head Lessee. Until the earlier of the date agreement is reached on all items in the Proposed Annual Plan and the end of the first Fiscal Quarter of that during any Calendar Fiscal Year, Seller may vary its deliveriesthe Proposed Annual Plan shall apply except for any items in dispute, which shall be governed by the Annual Plan for the previous Fiscal Year. If agreement is still not reached on one or more items in the Proposed Annual Plan by the end of the first Fiscal Quarter of the Fiscal Year, then the Proposed Annual Plan, except for any items in dispute, will be in effect for the balance of the Fiscal Year and Buyer may vary its purchases of Products, subject to Section 4.2 any items in dispute shall be submitted for determination by arbitration. Notwithstanding the foregoing or anything else herein, as long as variations in delivery are immaterial Head Lessee’s position with respect to the Capital Improvements Budget will be absolute and determinative and Manager will not impair be entitled to submit any dispute over the operations of the Mill or the operations of Seller on the TimberlandsCapital Improvements Budget for determination by arbitration.

Annual Plan. On or before the Commencement Date (a) Seller shall on the date hereof and prior to September 1 of each Calendar Year during the Termi.e., complete and submit to Buyer a written delivery plan with respect to the Products calendar year in which the Commencement Date occurs), and thereafter on or before November 30th of each year during the Term hereof, Tenant shall deliver to Landlord a report with respect to the next succeeding calendar year (herein, an "Annual Plan"), setting forth the plans and prospects for Tenant's business operations at the Leased Property, which shall include (i) a forecast or budget of revenues (including, without limitation, Rooms Revenue, Golf Course Revenue and FB&M Revenue) and expenses for such period, (ii) a projection on a month-by-month basis of cash in-flow and working capital, (iii) proposed plans for marketing, sales, promotion, and advertising, (iv) a schedule of all fees and charges to be imposed at the Leased Property, including, but not limited to, room rates, greens fees and cart rental charges, charges for the use of practice range facilities, food and beverages charges, and fees and charges for other services, amenities and products that Tenant intends to offer at the Leased Property, (v) a forecast or budget of Capital Expenditures for such period, together with the plan for any improvements to be made available for purchase by Buyer Tenant during such period to the next Calendar Year (hotel, clubhouse and other buildings at the “Annual Plan”). Said Annual Plan shall include estimates of delivery Leased Property, and of the Products by Delivery Distancesgolf course, month landscaping and accumulated into estimated quarterly deliveriesrelated physical facilities on the Leased Property, and (vi) description of any other material action concerning the management, operation or marketing of the Leased Property contemplated for the period at issue. The Annual Plan Tenant shall set forth utilize good faith efforts to implement the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) the respective period or periods covered thereby and shall promptly notify Landlord of all Pulpwood volumes projected to be harvested any action taken by Tenant which materially deviates from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes matters set forth in the current Annual Plan. Said Without limitation of the foregoing, it is agreed upon volumes shall then become in by Tenant that the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan shall provide for not less 41 49 than four percent (4%) of Gross Revenues budgeted for such annual period either to be spent on Capital Expenditures or to be deposited into the Capital Expenditure Reserve Account (as adjusted according to Section 2.3(c) abovedefined below), but the parties actual amount to be so expended or deposited shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan be determined in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the Annual Plan for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlands18.2 below.

Annual Plan. (a) Seller shall on the date hereof and prior to September 1 On or before June 30th of each Calendar Year year during the Term, complete the Manager shall prepare and submit to Buyer a written delivery plan with respect present to the Products to be made available Oversight Committee the Manager’s proposed annual plan for purchase by Buyer during the next Calendar Fiscal Year (the “Annual Plan”), which shall include, without limitation, the following information relating to the Manager’s Operation of the Event Centre for the next ensuing Fiscal Year: (i) an annual operating budget in respect of the Event Centre; (ii) details regarding any proposed capital expenditures to be made in respect of the Event Centre and the amounts to be taken out of the Maintenance Reserve Fund in order to pay for all or a portion of such capital expenditures, and any material planned or budgeted FF&E replacements, upgrades or purchases; (iii) a detailed annual maintenance, repair and replacement plan satisfying, at a minimum, the requirements of the Minimum Annual Maintenance Schedule and incorporating, without limitation, any maintenance, repair and replacement work recommended or required for such Fiscal Year pursuant to the Lifecycle Plan and/or the then-applicable Building Condition Assessment, together with any recommendations resulting from the inspection described in Section 4.6(b), and the amounts to be taken out of the Maintenance Reserve Fund in order to pay for all or a portion of such maintenance, repair and replacement; (iv) a detailed schedule of required maintenance for the Event Centre satisfying, at a minimum, the requirements of the Minimum Annual Maintenance Schedule and incorporating such additional maintenance, repair and replacement work as is contemplated by the then applicable plan described in Section 4.10(e)(iii), together with any recommendations resulting from the inspection described in Section 4.6(b); (v) the proposed rates to be charged by the Manager to users of the Community Rink for such Fiscal Year (in accordance with the provisions of Section 5.7(a)(ii)); and (vi) a schedule setting out all then-confirmed dates on which the Manager has secured users for the Interior Facility and the Community Rink including, without limitation, the Stampede Period and all confirmed home games of each of the Calgary Flames, the Calgary Wranglers the Calgary Hitmen and the Calgary Roughnecks for that Fiscal Year (the “Annual Event Centre Schedule”), together with a draft annual Event Centre schedule for the next following Fiscal Year. Said Those components of each Annual Plan described in Sections 4.10(e)(iii), 4.10(e)(iv) and 4.10(e)(vi) shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms review and approval of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year Oversight Committee and, failing any such approval, shall be made available referred to dispute resolution for determination in said accordance with Article 13 hereof. For clarity, the Parties agree that the balance of the Annual Plan shall not be subject to the approval of the Oversight Committee and shall be provided by the Manager to the Oversight Committee for Calendar Years 2006 through 2010; informational purpose only. The Manager agrees that it shall provide the Oversight Committee with quarterly updates, within sixty (60) days of the end of each quarter during the Fiscal Year, regarding its progress as against the then-applicable Annual Plan in each Fiscal Year. Notwithstanding the foregoing, for the Initial Stub Period, the Manager shall, as soon as is reasonably practicable, prepare and present to the Oversight Committee the Manager’s proposed annual plan for such Initial Stub Period with the exception of the items listed in subsections (ii) ninety percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and ), (iii) eighty-five percent and (85%iv) of all Pulpwood volumes projected to be harvested from this subsection 4.10(e). Notwithstanding the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 belowforegoing, for Calendar Years 2017 through 2019. (c) Buyer the Final Stub Period, the Manager shall within 30 days of receipt of said Annual Plan confirm with Seller prepare and present to the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes Oversight Committee an annual plan as set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to this Section 2.3(c) above4.10(e), but in respect of only the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the Annual Plan for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the TimberlandsFinal Stub Period.

Annual Plan. (a) Seller shall on the date hereof and At least thirty (30) days prior to September 1 the commencement of each Calendar Operating Year during (except the Termfirst Operating Year), complete and Manager shall submit to Buyer a Owner for Owner's written delivery plan with respect approval the Annual Plan for the following Operating Year. Manager shall submit the Annual Plan for the first Operating Year not less than sixty (60) days prior to the Products to be made available for purchase by Buyer during the next Calendar Year (the “Annual Plan”)Opening Date. Said Manager shall submit a preliminary estimate of its Annual Plan shall include estimates of delivery of for the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth first Operating Year within thirty (30) days after the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article IIIexecution hereof. (b) Subject to Seller’s obligation to offer at least Owner shall give its written approval or disapproval of the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; not later than thirty (ii30) ninety percent (90%) of all Pulpwood volumes projected days after its submission to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019Owner by Manager. (c) Buyer shall within 30 days of receipt of said If Owner does not approve or disapprove such Annual Plan confirm with Seller within such thirty (30) day period, then Owner shall be deemed to have approved the volumes Annual Plan as submitted by Manager. If Owner objects to all or any portion of such Annual Plan, then Owner shall notify Manager of the Products Buyer agrees reasons for its objections, and Owner and Manager shall use their best efforts to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) in respect of the volumes set forth in items to which Owner objects. Should Owner and Manager not reach agreement on all or any portion of the Annual Plan. Said agreed upon volumes shall then become , pending agreement being reached, and in the aggregate case of the “first Operating Year, during the period prior to submission of the Annual Volumes” Buyer agrees Plan, Manager shall operate the Project in accordance with the Operating Standards and this Agreement and, if such disagreement relates Management Agreement to purchase an Operating Year after the first Operating Year, at rates or levels of expenditures comparable to those of the preceding Operating Year with suitable adjustments of rates and Seller agrees expenses for such items or portions thereof as dictated by inflationary factors, seasonality and the necessity of operating the Project in accordance with the Operating Standards and this Agreement. The foregoing procedure shall also apply to deliver in approval of proposed revisions to the next Calendar Year.Annual Plan pursuant to Section 6.1(d). -------------- (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above), the parties Manager shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with monitor the Annual Plan throughout the Operating Year. Should Manager consider it necessary to revise the Annual Plan during the course of the Operating Year, whether due to changed trading climate, unforeseen capital requirements or for any other reason, Manager shall submit such revisions to Owner for Owner's approval, setting forth the reasons for the revisions. (e) The Operating Budget is intended as, and will represent only, an estimate of the anticipated results for the Operating Year in question, based upon assumptions believed by Manager to be reasonable at the time of the preparation of such Operating Budget, and the same shall not be construed as a guarantee of actual results which may be experienced during and for such year; provided, however, that during any Calendar Operating Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlands.

Annual Plan. (a) Seller shall on 3.1 SEAI and the date hereof Energy Supplier or, if there is more than one Energy Supplier, the Management Agent will every year agree an annual plan for the calendar year concerned which will set out in detail how the one or more Energy Suppliers plans to satisfy its or their obligations under clauses 4 and prior to September 1 of each Calendar Year during the Term, complete and submit to Buyer a written delivery plan with respect to the Products to be made available for purchase by Buyer during the next Calendar Year (5. This is called the “Annual Plan”). Said . 3.2 SEAI and the Energy Supplier or, if there is more than one Energy Supplier, the Management Agent will each sign the Annual Plan shall include estimates of delivery of for each year on and from which point (i) the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities for that year will be deemed to be agreed and incorporated into this Voluntary Agreement, subject to any amendments being made thereto in accordance with clause 5.4 and/or clause 6.3 hereto; and (ii) subject to the terms provisions of Article III. (b) Subject to Seller’s obligation to offer at least this Voluntary Agreement and in particular clauses 3.4 and3.5, the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected to will be harvested from legally binding on, and enforceable against the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, andEnergy Supplier or, if the Term there is extended pursuant to Section 5.2 belowmore than one Energy Supplier, for Calendar Years 2017 through 2019. each and every Energy Supplier with effect (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth expressly stated otherwise in the Annual Plan) on and from the start of the year to which the Annual Plan relates. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Where an Annual Plan (or as adjusted according other than the First Annual Plan) is not agreed prior to Section 2.3(c) above)the 1st day of January in the year to which it relates, the Energy Supplier shall nevertheless be entitled to credits under the Regulations which shall be included in the calculation towards the Energy Supplier’s Energy Savings Target in respect of all energy efficiency improvement measures put in place from the 1st day of January in that year, once the Annual Plan has been agreed. 3.3 Subject to clause 2.6, if the Annual Plan (other than the First Annual Plan) for a given year is not signed in accordance with clause 3.2 by, at the latest, the thirtieth (30th) day following the first day of the year to which the Annual Plan relates, the Voluntary Agreement may be terminated with immediate effect by notice in writing to the other parties shall hereto. 3.4 Subject to the provisions of this Voluntary Agreement, each of the one or more Energy Suppliers commits to making available and promoting the energy efficiency improvement measures set out in the relevant Annual Plan and making reasonable endeavours to achieve the energy savings target as set out in the Annual Plan to this Voluntary Agreement. 3.5 Each of the one or more Energy Suppliers, the Managing Agent and SEAI agree to act in good faith and each use their respective commercially reasonable efforts in an expeditious manner in carrying out the obligations of this Voluntary Agreement. The parties acknowledge the fact that reaching the energy savings targets is dependent on many external factors including inter alia, the difficulty of intervention in certain sectors and the propensity of customers to implement such Annual Plan in accordance with its termstake up retrofit offers. Products The only remedy available to SEAI under this Voluntary Agreement shall be delivered throughout the Calendar Year in accordance with the Annual Plan for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlandsterminate this Voluntary Agreement.

Annual Plan. (a) Seller Supplier shall on at the date hereof Closing and prior to September 1 of each Calendar Year during the Term, complete and submit to Buyer MeadWestvaco a written production and delivery plan with respect to the Products to be made available for purchase by Buyer MeadWestvaco during the next Calendar Year (the “Annual Plan”)) covering matters such as the schedule for delivery of Products to the Xxxxx Mill, Cottonton Mill, the Other Facilities or such other locations serving the Xxxxx Mill or Cottonton Mill as MeadWestvaco reasonably directs. Said Annual Plan shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller Supplier intends to make available to Buyer MeadWestvaco during the next Calendar Year, said quantities to be subject to the terms of Article IIIIII and Section 10. 1. The Annual Plan shall also specify tracts on the Timberlands from which MeadWestvaco will be permitted, pursuant to the terms of the Master Stumpage Agreement, to harvest a minimum of 80,000 tons per Calendar Year of Pine Pulpwood Stumpage to be converted into the form of in-xxxxx chips and such volumes of other Stumpage that occur on these same tracts. (b) Subject to Seller’s obligation to offer at least the The following minimum volumes required to shall be offered to Buyer pursuant to Section 3.1 below (made available in the “Minimum Volumes”): Annual Plan: (i) all 80% of the Pine Pulpwood volumes projected and Hardwood Pulpwood to be harvested from the Timberlands during that Calendar Year (which in the applicable Calendar Year case of Pine Pulpwood shall not be made available less than the volumes specified in said Annual Plan for Calendar Years 2006 through 2010Section 3.1; and (ii) ninety percent (90%) 50% of all Pulpwood volumes projected the Pine Sawlogs and Chip-n-Saw to be harvested from the PLM portion of the Timberlands in the applicable during each Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) within the term of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019PLM leases. (c) Buyer MeadWestvaco agrees to purchase and Supplier agrees to deliver in the next Calendar Year the Annual Volumes as specified in Article III. MeadWestvaco shall within 30 days of receipt of said Annual Plan confirm with Seller the Supplier any additional volumes of the Products Buyer MeadWestvaco agrees to purchase from Seller Supplier during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above), the parties shall act in good faith and each use their respective commercially reasonable best efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the Annual Plan for such year; provided, however, that during any Calendar Year, Seller Supplier may vary its deliveries, and Buyer MeadWestvaco may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Xxxxx Mill or Cottonton Mill or the operations of Seller Supplier on the TimberlandsTimberlands from which the Products are supplied. Supplier and MeadWestvaco agree that representatives of each party will meet quarterly to review progress toward delivery of Annual Volumes and to review pertinent production issues.

Annual Plan. (a) Seller shall on As soon as the date hereof and same are available, but in any event prior to September December 1 of each Calendar Year calendar year during the Term, complete PRG will prepare and submit to Buyer Owner (i) PRG’s forecast of Hotel operations for the ensuing calendar year including estimates of revenues and operating expenses and the assumptions underlying the same; (ii) a written delivery plan budget of Capital Expenditures for the ensuing calendar year, and, shall be supplemented with respect such additional detailed information as Owner may reasonably request. The materials described in clause (i) above are herein collectively referred to as the Products “Operating Forecast,” the budgets referred to be made available for purchase by Buyer during in clause (ii) above are herein referred to as the next Calendar Year (“Capital Budget” and the Operating Forecast and Capital Budget are collectively referred to as the “Annual Plan.”). Said Annual Plan shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands All items of expenditure contained in the applicable Calendar Year Operating Forecast and the Capital Budget shall be made available subject to approval of Owner; provided, however, Owner shall not withhold its approval for any expenditures which are reasonably necessary, in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected nature or amount, to be harvested from enable the Timberlands Hotel to continue operation in accordance with the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019Operating Standard. (c) Buyer Owner agrees that it shall within 30 days promptly review all Operating Forecasts and Capital Budgets submitted to it, and PRG agrees that it shall provide Owner with such additional and supplemental information with respect thereto as shall be reasonably available to PRG and which may be prepared or compiled without unreasonable delay, expense or interruption of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Yearnormal operations. (d) Following adoption of each Annual Plan From time to time (or as adjusted according to Section 2.3(cbut not more frequently than quarterly) above)during any Fiscal Year Reporting, the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products if PRG anticipates that revenues shall be delivered throughout lesser or expenditures shall be greater than those forecasted or budgeted, PRG shall advise Owner thereof and shall, if PRG deems it appropriate, submit revisions to the Calendar Year in accordance then applicable Capital Budget for Owner approval and an updated Operating Forecast for review and discussion with the Annual Plan for Owner, but no such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, updated Operating Forecast shall be subject to Section 4.2 hereinthe approval process described above. The necessity for an amendment to a Capital Budget, as long as variations in delivery are immaterial and will or a revision to an Operating Forecast, shall not impair the operations be deemed an Event of the Mill or the operations of Seller on the TimberlandsDefault by PRG hereunder.

Annual Plan. On or before the Commencement Date (a) Seller shall on the date hereof and prior to September 1 of each Calendar Year during the Termi.e., complete and submit to Buyer a written delivery plan with respect to the Products calendar year in which the Commencement Date occurs), and thereafter on or before November 30th of each year during the Term hereof, Tenant shall deliver to Landlord a report with respect to the next succeeding calendar year (herein, an "Annual Plan"), setting forth the plans and prospects for Tenant's business operations at the Leased Property, which shall include (i) a forecast or budget of revenues (including, without limitation, Golf Course Revenues and Other Revenues) and expenses for such period, (ii) a projection on a month-by-month basis of cash in-flow and working capital, (iii) proposed plans for marketing, sales, promotion, membership development and advertising, (iv) a proposed schedule of all fees and charges to be imposed at the Leased Property, including, but not limited to, membership fees, greens fees and cart rental charges, charges for the use of practice range facilities, food and beverages charges, and fees and charges for other services, amenities and products that Tenant intends to offer at the Leased Property, (v) a forecast or budget of Capital Expenditures for such period, together with a plan for the improvement of the golf course and related facilities and a plan for the improvement of the clubhouse and other buildings at the Leased Property, and (vi) description of any other material action concerning the management, operation or marketing of the Leased Property contemplated for the period at issue. Landlord shall have the right to request reasonable modifications to the components of the Annual Plan described in subclause (v) above with respect to additions or improvements made or to be made available to the Leased Property, by notice thereof to Tenant, and Tenant shall thereafter so modify such items as reasonably requested by Landlord, and shall submit the revised components of the Annual Plan to Landlord within thirty (30) days following Landlord's request for purchase such modifications. Tenant shall utilize good faith efforts to implement the Annual Plan for the respective period or periods covered thereby and shall promptly notify Landlord of any action taken by Buyer during Tenant which materially deviates from the next Calendar Year (matters set forth in the “current Annual Plan”). Said Without limitation of the foregoing, it is agreed by Tenant that the Annual Plan shall include estimates provide for an annual budget for Capital Expenditures of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity of Products Seller intends to make available to Buyer during the next Calendar Year, said quantities to be subject to the terms of Article III. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety not less than three percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (903%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase Golf Course Revenues and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above), the parties shall act in good faith and each use their respective commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year in accordance with the Annual Plan Other Revenues budgeted for such year; provided, however, that during any Calendar Year, Seller may vary its deliveries, and Buyer may vary its purchases of Products, subject to Section 4.2 herein, as long as variations in delivery are immaterial and will not impair the operations of the Mill or the operations of Seller on the Timberlandsannual period.

Annual Plan. (a) Seller The parties shall on the date hereof each use their respective best commercially reasonable efforts to agree upon and prior to September complete, not later than October 1 of each Calendar Year calendar year during the TermTerm (as defined below), complete and submit to Buyer a written production and delivery plan with respect to the Products to be made available for purchase by Buyer Riverwood during the next Calendar Year calendar year as provided in Sections 1.1, 1.2 and 1.3 (the “"Annual Plan”"), including a schedule for delivery of Products to the West Monroe Facility or to other Facilities as designated by Riverwood. Said Such Annual Plan shall include estimates of delivery of the Products by Delivery Distances, month and accumulated into estimated quarterly deliveries. The Annual Plan shall set forth the quantity may reflect any substitution of Products Seller intends to make available to Buyer during upon which the next Calendar Year, said quantities to be subject to the terms of Article IIIparties shall have agreed as provided in Section 1.5. (b) Subject to Seller’s obligation to offer at least the minimum volumes required to be offered to Buyer pursuant to Section 3.1 below (the “Minimum Volumes”): (i) all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2006 through 2010; (ii) ninety percent (90%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2011 through 2013; and (iii) eighty-five percent (85%) of all Pulpwood volumes projected to be harvested from the Timberlands in the applicable Calendar Year shall be made available in said Annual Plan for Calendar Years 2014 through 2016, and, if the Term is extended pursuant to Section 5.2 below, for Calendar Years 2017 through 2019. (c) Buyer shall within 30 days of receipt of said Annual Plan confirm with Seller the volumes of the Products Buyer agrees to purchase from Seller during the next Calendar Year; provided, however, that unless Seller agrees otherwise, Buyer must agree to purchase at least ninety percent (90%) of the volumes set forth in the Annual Plan. Said agreed upon volumes shall then become in the aggregate the “Annual Volumes” Buyer agrees to purchase and Seller agrees to deliver in the next Calendar Year. (d) Following adoption of each Annual Plan (or as adjusted according to Section 2.3(c) above)Plan, the parties shall act in good faith and each use their respective best commercially reasonable efforts to implement such Annual Plan in accordance with its terms. Products shall be delivered throughout the Calendar Year calendar year in accordance with the Annual Plan for such year; provided, however, provided that during any Calendar Yearone or more consecutive calendar quarters of any calendar year, Seller Plum Creek may vary its deliveries, and Buyer Riverwood may vary its purchases purchases, of ProductsPine Pulpwood or Chips above or below the relevant Cumulative Quarterly Quantity (as defined below) therefor by up to five percent (5%) of the Yearly Quantity (as defined below) therefor, subject and of Hardwood Pulpwood above or below the relevant Cumulative Quarterly Quantity therefor by up to Section 4.2 hereinten percent (10%) of the Yearly Quantity therefor, as long as variations delivery and purchase obligations are reconciled, and the Yearly Quantity of such Product shall have been delivered and purchased, by the end of each calendar year. Any other fluctuations in delivery are immaterial deliveries during any calendar quarter will be reconciled by the end of such quarter. The term "Yearly Quantity" means, for any calendar year, the annual quantity for the relevant Product to be purchased and will not impair sold hereunder during such year as specified in Annex A. The term "Cumulative Quarterly Quantity" means, for any one or more consecutive quarters in any calendar year, the operations Yearly Quantity for the relevant Product for such year, multiplied by the number of the Mill or the operations of Seller on the Timberlandssuch quarters, and divided by four.