Common use of Harvesting Restrictions Clause in Contracts

Harvesting Restrictions. The Borrower shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereafter, harvest Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower in excess of the amount set forth for such calendar year in the following table: calendar year 2003 and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years preceding such year of determination and (z) 2,000 MCCF exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar year; unless the Net Proceeds from such excess harvest are either (A) applied, within 180 days after any such excess harvest to repayment of Qualified Debt in accordance with Section 2.05(b)(iii), or (B) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (A) or (B) above), all the Net Proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. Cunits shall be based on the applicable conversion rate used by the Borrower.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the fourth calendar year 2003 quarter of 2001 or any calendar year thereafter, harvest Timber (the term “"harvest” " and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower Company and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Company in excess of the amount set forth for such calendar year quarter or year, as the case may be, in the following table: fourth quarter of calendar year 2001 1,712 MCCF calendar year 2002 6,850 MCCF calendar year 2003 and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year plus, commencing with the calendar year 2003 2002 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years (other than calendar year 2001) preceding such year of determination and (zy) 2,000 MCCF 2000 MCCF, exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar year; unless the Net Proceeds from such excess harvest are either (A) applied, within 180 days after any such excess harvest to repayment of Qualified Debt in accordance with Section 2.05(b)(iii2.7(a)(ii), or (B) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (A) or (B) above), all the Net Proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. For purposes of computing maximum harvest, Board Feet will be converted into Cunits at a ratio of 2.1 MCCF for each MMBF. For purposes of conversion of Timber in the Company's Maine timberlands, one million Tons shall be based on the applicable conversion rate used by the Borrowerequal 355 MCCF.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereaftercommencing with 1998, harvest Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) timber or sell standing timber on the Timberlands then owned directly its or indirectly by the Borrower any Subsidiary's timberlands in excess of: (a) in any one such calendar year, 150% of the amount set forth Planned Volume for that calendar year; (b) in any two such consecutive calendar years, 140% of the Planned Volume for such calendar year years; (c) in the following table: any three such consecutive calendar year 2003 and each calendar year thereafter 8years, 130% of Standing Inventory as of January 1 the Planned Volume for such calendar years; and (d) in any four such consecutive calendar years, 120% of the applicable related calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above Planned Volume for the years preceding such year of determination and (z) 2,000 MCCF exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yearyears; unless the Net Proceeds net proceeds from such excess harvest are either (A) appliedwhich shall be determined based upon the average prices received on the sale of all timber harvested during such period and a reasonable allocation of direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days after the end of such period, placed in an escrow account, pursuant to an Escrow Agreement, to be applied within 180 days after any the end of such excess harvest period (y) to the repayment of Qualified such Senior Debt in accordance with Section 2.05(b)(iiias the Company may elect to so prepay provided that at any time the Company shall elect to repay Senior Debt other than the Loans and the Facility B Loans, the Company shall also repay Loans and Facility B Loans by at least a pro rata amount (based on the outstanding principal of all Senior Debt), or (Bz) appliedto purchase or commit to purchase timber or timberlands located in the United States, within Canada, Mexico or New Zealand (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after any the expiry of such excess harvest, to purchase Timber (including Timber on Timberlands purchased180 day period) having a for not more than fair market value (in the good faith judgment of the Responsible Representatives) Officer as certified in writing to the Agent and the Banks), provided that the aggregate of such net proceeds used to purchase timber or timberlands located in Mexico shall not less than exceed, together with the fair market value of assets in Mexico obtained in an exchange pursuant to subsection 7.2(e) and the Timber subject Net Proceeds invested in productive assets in Mexico pursuant to subsection 7.2(f)(ii), $50,000,000 during the term of this Agreement, and provided further that the Company shall have notified the Agent promptly after its determination to so apply the net proceeds. The Company shall apply any such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year net proceeds withdrawn from the escrow account pursuant to an Escrow Agreement to the applications required by clauses (and such proceeds are not immediately applied in accordance with clause (Ay) or (Bz) above), all the Net Proceeds of above within three Business Days after such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. Cunits shall be based on the applicable conversion rate used by the Borrowerwithdrawal.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereaftercommencing with 1998, harvest permit aggregate Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Harvest in excess of: (a) in any one such calendar year, 150% of the amount set forth Planned Volume for that calendar year; (b) in any two such consecutive calendar years, 140% of the Planned Volume for such calendar year years; (c) in the following table: any three such consecutive calendar year 2003 and each calendar year thereafter 8years, 130% of Standing Inventory as of January 1 the Planned Volume for such calendar years; and (d) in any four such consecutive calendar years, 120% of the applicable related calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above Planned Volume for the years preceding such year of determination and (z) 2,000 MCCF exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yearyears; unless the Net Proceeds from such excess harvest are either (A) appliedTimber Harvest are, within ten Business Days after the end of such period, placed in an escrow account, pursuant to an Escrow Agreement, to be applied within 180 days after the end of such period (i) to the purchase, repayment, or Cash Collateralization of such Senior Debt as the Company may elect to so purchase, prepay, or Cash Collateralize as long as, at any such excess harvest time the Company shall elect to repayment repay or purchase Senior Debt other than the Loans, the Company shall also repay or Cash Collateralize Obligations by at least a pro rata amount (based on the outstanding principal of Qualified Debt in accordance with Section 2.05(b)(iiiall Senior Debt), or (Bii) applied, within to purchase or commit to purchase productive assets in a Permitted Business (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 expiry of such calendar year (and such 180 day period); provided, -------- however, the Company shall not be required to apply the proceeds are not immediately applied in accordance with of any excess ------- Timber Harvest pursuant to clause (Ai) or (Bii) above)above if and to the extent that, all the when received, such excess Net Proceeds do not exceed cash expenditures by the Company for the purchase of productive assets in a Permitted Business during the preceding 90 days (excluding any purchase to the extent financed by a Loan or to the extent such purchase was previously applied as a credit to reduce repayments, repurchases, or Cash Collateralization of Senior Debt required by this Section 8.20 or subsection 8.2(b)) (all such Net Proceeds in excess harvest of the cash expenditures referred to in the immediately preceding proviso being herein referred to as "Excess Timber Harvest Proceeds"). The Company shall be placed immediately in an apply any ------------------------------ amounts withdrawn from the escrow or cash collateral account or accounts, pursuant to an agreement or agreements Escrow Agreement, other than net earnings thereon arising from investment thereof as provided in form and substance reasonably satisfactory such Escrow Agreement, to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause applications required by clauses (Ai) or (Bii) above. Cunits shall be based on the applicable conversion rate used by the Borrowerabove within three Business Days after such withdrawal.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the fourth calendar year 2003 quarter of 2001 or any calendar year thereafter, harvest Timber (the term “"harvest” " and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower Company and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Company in excess of the amount set forth for such calendar year quarter or year, as the case may be, in the following table: PERIOD MAXIMUM MCCF TO BE HARVESTED ------ ---------------------------- fourth quarter of calendar year 2001 1,712 MCCF calendar year 2002 6,850 MCCF calendar year 2003 and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year plus, commencing with the calendar year 2003 2002 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years (other than calendar year 2001) preceding such year of determination and (zy) 2,000 MCCF 2000 MCCF, exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar year; unless the Net Proceeds from such excess harvest are either (A) applied, within 180 days after any such excess harvest to repayment of Qualified Debt in accordance with Section 2.05(b)(iii2.7(a)(ii), or (B) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (A) or (B) above), all the Net Proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. For purposes of computing maximum harvest, Board Feet will be converted into Cunits at a ratio of 2.1 MCCF for each MMBF. For purposes of conversion of Timber in the Company's Maine timberlands, one million Tons shall be based on the applicable conversion rate used by the Borrowerequal 355 MCCF.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the any calendar year 2003 year, commencing with 1998, harvest timber or sell standing timber on its or any calendar year thereafter, harvest Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Subsidiary's timberlands in excess of: (a) in any one such calendar year, 150% of the amount set forth Planned Volume for that calendar year; (b) in any two such consecutive calendar years, 140% of the Planned Volume for such calendar year years; (c) in the following table: any three such consecutive calendar year 2003 and each calendar year thereafter 8years, 130% of Standing Inventory as of January 1 the Planned Volume for such calendar years; and (d) in any four such consecutive calendar years, 120% of the applicable related calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above Planned Volume for the years preceding such year of determination and (z) 2,000 MCCF exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yearyears; unless the Net Proceeds net proceeds from such excess harvest are either (A) appliedwhich shall be determined based upon the average prices received on the sale of all timber harvested during such period and a reasonable allocation of direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days after the end of such period, placed in an escrow account, pursuant to an Escrow Agreement, to be applied within 180 days after any the end of such excess harvest period (y) to the repayment of Qualified such Senior Debt in accordance with Section 2.05(b)(iiias the Company may elect to so prepay provided that at any time the Company shall elect to repay Senior Debt other than the Loans and the Facility A Loans, the Company shall also repay Loans and Facility A Loans by at least a pro rata amount (based on the outstanding principal of all Senior Debt), or (Bz) appliedto purchase or commit to purchase timber or timberlands located in the United States, within Canada, Mexico or New Zealand (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after any the expiry of such excess harvest, to purchase Timber (including Timber on Timberlands purchased180 day period) having a for not more than fair market value (in the good faith judgment of the Responsible Representatives) Officer as certified in writing to the Agent and the Banks), provided that the aggregate of such net proceeds used to purchase timber or timberlands located in Mexico shall not less than exceed, together with the fair market value of assets in Mexico obtained in an exchange pursuant to subsection 8.2(e) and the Timber subject Net Proceeds invested in productive assets in Mexico pursuant to subsection 8.2(f)(ii), $50,000,000 during the term of this Agreement, and provided, further that the Company shall have notified the Agent promptly after its determination to so apply the net proceeds. The Company shall apply any such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year net proceeds withdrawn from the escrow account pursuant to an Escrow Agreement to the applications required by clauses (and such proceeds are not immediately applied in accordance with clause (Ay) or (Bz) above), all the Net Proceeds of above within three Business Days after such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. Cunits shall be based on the applicable conversion rate used by the Borrowerwithdrawal.

Harvesting Restrictions. The Borrower shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or In any calendar year thereafteryear, harvest Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Company in excess of the amount set forth for such calendar year in the following table: calendar year 2003 Calendar Year Maximum Cunits to be Harvested 1996 1,470 MCCF 1997 through 2000 1,970 MCCF 2001 and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year 1,910 MCCF plus, commencing with the calendar year 2003 and in each calendar year thereafteryear, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years preceding such year of determination and (zy) 2,000 MCCF 2,130 MCCF, exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yeardetermination; unless the Net Proceeds net cash proceeds from such excess harvest are either (Ai) applied, within 180 days after any such excess harvest harvest, to the repayment of Qualified Debt selected by the Company, which, in accordance with Section 2.05(b)(iii)the case of the Notes, shall be a prepayment pursuant to paragraph 4A, or (Bii) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, ; provided that, if the net proceeds of any such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year exceed $50,000,000 (and such proceeds are not immediately applied in accordance with clause (Ai) or (Bii) above), all the Net Proceeds net proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more greater than 5066 2/3% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (Ai) or (Bii) above. Cunits shall be based on the applicable conversion rate used by the Borrower.;

Harvesting Restrictions. The Borrower shall not, and shall not suffer or permit In any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereafterperiod, harvest Timber (the term “"harvest” " and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower Company and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Company in excess of the amount set forth for such calendar year period in the following table: 4th Quarter, calendar year 2001 1,712 MCCF Calendar year 2002 6,850 MCCF Calendar year 2003 and each calendar year thereafter 8% of Standing Inventory as of January 1 and each calendar year thereafter of the applicable related such calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafteryear, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years (other than calendar year 2001) preceding such year of determination and (zy) 2,000 MCCF 2000 MCCF, exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar year; unless the Net Proceeds net cash proceeds from such excess harvest are either (Ai) applied, within 180 days after any such excess harvest harvest, to the repayment of Qualified Debt selected by the Company, which, in accordance with Section 2.05(b)(iii)the case of the Notes, shall be a prepayment pursuant to paragraph 4B or (Bii) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (Ai) or (Bii) above), all the Net Proceeds net proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more greater than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (Ai) or (Bii) above. Cunits shall be based on the applicable conversion rate used by the Borrower.;

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereaftercommencing with 1998, harvest permit aggregate Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Harvest in excess of: (a) in any one such calendar year, 150% of the amount set forth Planned Volume for that calendar year; (b) in any two such consecutive calendar years, 140% of the Planned Volume for such calendar year years; (c) in the following table: any three such consecutive calendar year 2003 and each calendar year thereafter 8years, 130% of Standing Inventory as of January 1 the Planned Volume for such calendar years; and (d) in any four such consecutive calendar years, 120% of the applicable related calendar year plus, commencing with the calendar year 2003 and in each calendar year thereafter, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above Planned Volume for the years preceding such year of determination and (z) 2,000 MCCF exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yearyears; unless the Net Proceeds from such excess harvest are either (A) appliedTimber Harvest are, within ten Business Days after the end of such period, placed in an escrow account, pursuant to an Escrow Agreement, to be applied within 180 days after the end of such period (i) to the repayment, purchase, or Cash Collateralization of such Senior Debt as the Company may elect to so prepay provided that at any such excess harvest time the Company shall elect -------- to repayment repay or purchase Senior Debt other than the Loans, the Company shall also repay or Cash Collateralize Obligations by at least a pro rata amount (based on the outstanding principal of Qualified Debt in accordance with Section 2.05(b)(iiiall Senior Debt), or (Bii) applied, within to purchase or commit to purchase timber or timberlands located in the United States (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after any the expiry of such excess harvest, to purchase Timber (including Timber on Timberlands purchased180 day period) having a for not more than fair market value (in the good faith judgment of the Responsible Representatives) not less than Officer as certified in writing to the fair value of Agent and the Timber subject Banks). The Company shall apply any such Net Proceeds withdrawn from the escrow account pursuant to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year an Escrow Agreement to the applications required by clauses (and such proceeds are not immediately applied in accordance with clause (Ai) or (Bii) above), all the Net Proceeds of above within three Business Days after such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. Cunits shall be based on the applicable conversion rate used by the Borrowerwithdrawal.

Harvesting Restrictions. The Borrower Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or any calendar year thereafteryear, harvest Timber (the \(the term “"harvest” " and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower Company and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) Persons)\ on the Timberlands then owned directly \directly or indirectly indirectly\ by the Borrower Company in excess of the amount set forth for such calendar year in the following table: calendar year 2003 CALENDAR YEAR MAXIMUM MCCF TO BE HARVESTED ------------- [1996 (representing a carryover of 2,130 MCCF from prior years and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year 1,470 MCCF for 1996) 3,600 MCCF 19972000 1,970 MCCF 20012009 1,910] ---------------------------------------- \1998-2000 2,330 MCCF 2001-2009 2,270\ MCCF plus, commencing with the calendar year 2003 and in each calendar year thereafteryear, the lesser of (i) the amount, if any, by which (a\(a) the sum of (x) the Harvesting Carryover Amount, (y) x)\ the cumulative amount set forth in the table above for the [preceding years exceeds ]\years preceding such year of determination and (zy) 2,000 MCCF 2,342 MCCF, exceeds (b) b)\ the cumulative amount actually harvested in such years preceding \preceding such year of determination or determination\; (iia) 8% of Standing Inventory as of January 1 of such calendar year; unless the Net Proceeds from such excess harvest are either (Ai) applied, within 180 days after any such excess harvest to repayment of Qualified Debt, with a percentage of such repayment being applied to Loans in an amount equal to or greater than the pro rata share of the Loans as a percentage of the outstanding principal of other Qualified Debt in accordance with Section 2.05(b)(iii), or (Bii) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, provided that, if such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (A) or (B) above), all that the Company shall have notified the Agent promptly after its determination to so apply the Net Proceeds Proceeds. For purposes of such excess harvest computing maximum harvest, Board Feet will be converted into Cunits at a ratio of 2.1 MCCF for each MMBF. \For purposes of conversion of Timber in the Company's Maine timberlands, one million Tons shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (A) or (B) above. Cunits shall be based on the applicable conversion rate used by the Borrower.equal 355 MCCF.\

Harvesting Restrictions. The Borrower shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, in the calendar year 2003 or In any calendar year thereafteryear, harvest Timber (the term “harvest” and correlative terms shall include, without duplication, both the harvesting activities to be conducted by the Borrower and sales of Timber to other Persons for current harvesting activities being conducted by such Persons) on the Timberlands then owned directly or indirectly by the Borrower Company in excess of the amount set forth for such calendar year in the following table: calendar year 2003 Calendar Year Maximum Cunits to be Harvested ------------- ------------------------------ 1998 through 2000 2330 MCCF 2001 and each calendar year thereafter 8% of Standing Inventory as of January 1 of the applicable related calendar year 2270 MCCF plus, commencing with the calendar year 2003 and in each calendar year thereafteryear, the lesser of (i) the amount, if any, by which (a) the sum of (x) the Harvesting Carryover Amount, (y) the cumulative amount set forth in the table above for the years preceding such year of determination and (zy) 2,000 MCCF 2,342 MCCF, exceeds (b) the cumulative amount actually harvested in such years preceding such year of determination or (ii) 8% of Standing Inventory as of January 1 of such calendar yeardetermination; unless the Net Proceeds net cash proceeds from such excess harvest are either (Ai) applied, within 180 days after any such excess harvest harvest, to the repayment of Qualified Debt selected by the Company, which, in accordance with Section 2.05(b)(iii)the case of the Notes, shall be a prepayment pursuant to paragraph 4B or (Bii) applied, within 180 days after any such excess harvest, to purchase Timber (including Timber on Timberlands purchased) having a fair value (in the good faith judgment of the Responsible Representatives) not less than the fair value of the Timber subject to such excess harvest, ; provided that, if the net proceeds of any such excess harvest in any calendar year exceeds 15% of Standing Inventory as of January 1 of such calendar year exceed $50,000,000 (and such proceeds are not immediately applied in accordance with clause (Ai) or (Bii) above), all the Net Proceeds net proceeds of such excess harvest shall be placed immediately in an escrow or cash collateral account or accounts, pursuant to an agreement or agreements in form and substance reasonably satisfactory to the holders of more greater than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (Ai) or (Bii) above. Cunits shall be based on the applicable conversion rate used by the Borrower.;