Exhibit 10.33
MASTER TIMBER AGREEMENT
THIS AGREEMENT, made as of this 15th day of June, 2000, between North
American Timber Corporation, LRFP Timber, Inc., NPTC Timber, Inc., GNN Timber,
Inc., NPI Timber, Inc., and GPW Timber, Inc., all of which are direct or
indirect subsidiaries of Georgia-Pacific Corporation and are referred to
hereinafter collectively as "NATC," and Georgia-Pacific Corporation - Georgia-
Pacific Group (referred to hereinafter as "Procurement").
WITNESSETH:
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WHEREAS, Procurement and NATC wish to establish a new agreement to be
effective January 1, 2001 providing for Procurement's semi-annual acquisition
from NATC of cutting rights to standing timber located in the Basins described
in Section 1.02 at negotiated prices.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, and intending to be legally bound,
Procurement and NATC hereby agree as follows:
Section 1. Purchase of Standing Timber Under Cutting Contracts.
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1.01 Beginning January 1, 2001 and throughout the term of this Agreement,
Procurement agrees to acquire from NATC and NATC agrees to grant to
Procurement cutting rights to standing timber in the Basins.
Accordingly, NATC will periodically offer timber and wood fiber
located on specified tracts of forest land in the Basins to
Procurement as provided herein, and Procurement will purchase from
NATC standing timber pursuant to cutting contracts giving Procurement
the right and obligation to cut timber and wood fiber on such tracts.
1.02 This Agreement shall apply to purchases of standing timber and wood
fiber by Procurement from those timberlands which as of the date of
this Agreement are owned or leased (for the period of the current
lease) by NATC located in Florida (excepting the West Florida portion
of the Chattahoochee Forest), Southeast Georgia (Brunswick forest),
Southeast Arkansas (Crossett north, Xxxxxxxx south and Xxxxxxx
forests) and Mississippi (southwest Mississippi, central Mississippi
and southeast Mississippi forests). Each of these regions is referred
to in this Agreement as a "Basin" and collectively as the "Basins."
This Agreement shall also apply to purchases of standing timber and
wood fiber from the Ashdown, Coastal South Carolina, Piedmont and
Wisconsin Forests to the extent provided in Section 1.10.
1.03 On April 1/st/ of 2001 and by April 1/st/ of each year thereafter
during the term of this Agreement, NATC shall give Procurement a good
faith estimate of the timber and wood fiber volumes by type of
product (which must be within the range of the numbers for each Basin
specified in Exhibit A hereto as "Minimum Annual Offer" and "Maximum
Annual Offer") to be offered by NATC to Procurement in the following
calendar year.
1.04 On August 1, 2000 and on each August 1/st/ thereafter during the term
of this Agreement, NATC will deliver to Procurement a list of tracts
in the Basins for the following calendar year which it estimates to
contain approximately the volumes of timber and wood fiber which
equal the percentage of NATC's annual harvest set forth on Exhibit A
as "NATC Percentage." The total volumes of such timber and wood fiber
shall be within the range of the numbers for each Basis specified in
Exhibit A hereto as "Minimum Annual Offer" and "Maximum Annual
Offer." Each August 1/st/ is referred to below as an Offering Date.
During the term of this Agreement the volume of timber (in tons)
offered by NATC on each Offering Date for each Basin shall never be
less than the greater of (i) the percentage of NATC's annual harvest
specified as "NATC Percentage" on Exhibit A or (ii) the minimum
volumes specified as the "Minimum Annual Offer" on Exhibit A, and
shall never be greater than the "Maximum Annual Offer" specified on
Exhibit A. Each offering in each Basin must be a representative cross
section of the annual harvest by size, age, grade, species, harvest
method (e.g., clear-cutting or thinnings) and tract accessibility in
that Basin. The tracts and volumes NATC includes in its offer on the
Offering Date are referred to below as the NATC Offer. Product
specifications for timber inventories will be documented and mutually
agreed annually (on or before a date thirty (30) days prior to the
Offering Date) based on the then-prevailing market practices in the
general Basin area for stumpage.
1.05 On or before September 1, 2000, and on or before each September 1/st/
thereafter during the term of this Agreement, Procurement will divide
the tracts included in the NATC Offer into two groups, each
containing approximately half of the total volume covered by the NATC
Offer, and such tracts will be cruised in accordance with the
provisions of Section 1.06. One such group of tracts is referred to
below as the "February Tracts" and the other as the "August Tracts."
1.06 (a) NATC and Procurement shall select mutually acceptable third
parties to cruise the tracts selected by Procurement pursuant to
Section 1.05. As promptly as possible after October 1/st/ of each
year for the February Tracts (and April 1/st/ for the August Tracts),
such third parties shall deliver to each of Procurement and NATC
reports showing, for all tracts in each forest in each Basin, the
amount of merchantable timber and wood fiber on such tracts as
calculated by such third parties. In directing such third parties to
make such cruises, NATC shall designate
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and xxxx any and all SMZs (Streamside Management Zones) and other
buffers located on each tract offered so that each such tract shall
be cruised, marked, sold and harvested in accordance with state Best
Management Plan harvest practices. Cruised inventories for each tract
shall be grown for the period of time between the date of the cruise
and the purchase date at a growth rate to be determined by such third
parties. All expenses of such third parties for making such cruises
shall be paid equally by Procurement and NATC.
(b) Each of NATC and Procurement shall have the right to conduct
spot cruises of any tract at its respective cost and expense. If
after any such spot cruises are completed NATC and Procurement do not
agree on the amount of merchantable timber and wood fiber contained
on any tract (which may be more or less than the amount set forth in
the third party cruises described above), then the determination of
the quantity of such merchantable timber and wood fiber on any tract
shall be established as provided in Sections 2.01 and 2.02 unless the
parties mutually agree to delete such tract from the NATC Offer.
1.07 (a) Not later than fifteen (15) days after receipt by both parties
of the results of each October 1 cruise specified in Section 1.06,
Procurement shall select in writing to NATC from the February Tracts
such number of tracts as shall, in the aggregate for each Basin,
contain a volume of timber and wood fiber equal to not less than the
percentage specified as "Procurement's Must Take" on Exhibit A, and
may select tracts in each Basin having a volume of timber and wood
fiber up to the percentage of the NATC Offer specified as
"Procurement's Max Take" on Exhibit A. Procurement shall similarly
select tracts from the August Tracts following the same process set
forth in the preceding sentence not later than fifteen (15) days
following completion of the cruises of the August Tracts.
Procurement's selection of such tracts must be in roughly the same
proportions of pulpwood and sawtimber, and of tracts to be clear-cut
and tracts to be thinned, as such types of timber and tracts are
included in the NATC Offer.
(b) Not later than fifteen (15) days after Procurement makes the
selection described in Section 1.07(a), Procurement and NATC shall
exchange their proposed stumpage prices (with such back-up data and
justification for such price as it may elect to include) for timber
cutting contracts on each tract (or, at its option, on groups of
tracts located in a particular forest in a Basin) which are to be
clear-cut. Thereafter, the parties shall have a period of fifteen
(15) days to negotiate a mutually acceptable stumpage price for a
timber cutting contract on each such tract or tracts. In the event
that Procurement and NATC do not reach agreement by the end of such
fifteen (15) day period on such a price, each party shall stipulate
in writing to each other, and to the arbitrator described in Section
2.02, the price at which it will buy or sell the volumes
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of standing timber and wood fiber located on such tract or tracts
unless the parties mutually agree to exclude such tract or tracts
from the operation of Section 2.02. A failure in good faith of the
parties to agree on the stumpage price to be paid under any timber
cutting contract hereunder shall not constitute a breach of this
Agreement entitling a party to exercise its termination rights under
Section 4, or affect the parties' obligations to comply with all
other terms and conditions of this Agreement
1.08 (a) In addition to the timber on tracts to be clear-cut, which
shall be selected, cruised, and contracted and paid for as provided
for in Sections 1.04 - 1.07 and 1.09, NATC may include in the NATC
Offer tracts to be thinned but not clear-cut. Such tracts will also
be offered to Procurement on August 1, 2000, and on each August 1st
thereafter during the term of this Agreement. A schedule for the
harvest of thinnings from such tracts (and delivery of wood from
tracts to be logged by NATC) will be negotiated by NATC and
Procurement by December 1 for the February Tracts and by June 1 for
the August Tracts. Not later than February 1 or August 1, as the case
may be, the parties will negotiate the price to be paid by
Procurement to NATC for thinnings on each tract or groups of tracts
so offered, subject to the same process provided for in Section
1.07(b). In the event the parties are unable to negotiate such prices
by such dates, the price will be determined by an arbitrator as
provided in Section 2.02.
(b) NATC shall have the right to determine whether it, or
Procurement, shall log tracts to be thinned. Tracts to be logged by
Procurement will be sold on a stumpage basis, in each case pursuant
to a cutting contract which shall be substantially in the form of
Exhibit C attached hereto for payment as cut or when delivered.
Procurement shall pay 100% of the negotiated price for each tract or
group of tracts sold pursuant to any such cutting contract on the
date each such cutting contract is executed. Tracts to be logged by
NATC will be sold pursuant to a delivered wood agreement which shall
be substantially in the form of Exhibit D attached hereto. Any such
cutting contract shall provide that if the value of the thinnings
from a tract or group of tracts is less than the amount advanced by
Procurement, then NATC will provide additional thinnings to fulfill
its obligations under such contract. Thinnings in excess of volumes
covered by any cutting contract or delivered wood agreement will be
paid for by Procurement on a pay-as-cut or pay-as-delivered basis.
(c) If NATC should fail to harvest and deliver thinnings pursuant
to this Section 1.08, or if Procurement shall fail to accept delivery
from NATC of thinnings pursuant to executed contracts, and in any
six-month period during the term of this Agreement such failure to
harvest, deliver or accept, by either party, covers thinnings with a
value greater than 10% of the value of the thinnings to be logged in
that six-month period in each particular Basin, then the party so
failing to harvest, deliver or accept, as the case may be, shall pay
the other party, as liquidated monetary
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damages, 50% of the value of the thinnings not so harvested,
delivered or accepted which are in excess of such 10% threshold.
1.09 Procurement and NATC shall be obligated to enter timber cutting
contracts substantially in the form of Exhibit B, on January 1, 2001
(for the first of the February Tracts) and on each succeeding August
1/st/ for the August Tracts and February 1/st/ for the February
Tracts during the term of this Agreement, for the timber and wood
fiber located on each tract or tracts selected by Procurement as
provided in Sections 1.07(a) which are designated for clear-cut
harvests. The stumpage prices under such timber cutting contracts
shall be the prices established pursuant to Section 1.07(b) and shall
be paid in advance of cutting on January 1, 2001 and on each
succeeding August 1/st/ and February 1/st/ during the term of this
Agreement.
1.10 In addition to the NATC Offer, in each year during the term of this
Agreement NATC shall offer to Procurement for purchase volumes of
timber (by species and general product) actually utilized by Georgia-
Pacific Corporation facilities at Nekoosa and Port Xxxxxxx,
Wisconsin; Xxxxxxx, Oklahoma; Russellville, South Carolina; and
Madison, Monticello, Warm Springs and Warrenton, Georgia, in a
minimum amount of not less than 50% of NATC's annual harvest volume
of timber (by such species and general product) from the Wisconsin,
Ashdown Coastal South Carolina, and Piedmont/Chattahoochee forests,
respectively (the "Ancillary Forests"). NATC shall offer such volumes
to Procurement for purchase from time to time during each year of
this Agreement pursuant to timber deeds, cutting contracts or on
other normal commercial terms, at market prices to be mutually agreed
between the parties either through a bid auction or by a negotiated
sale. NATC shall give Procurement not less than 14 days notice of its
intent to sell such volumes (together with reasonably detailed
information about the terms of each such sale). Unless the parties
otherwise agree, no such notice may cover more than 20% of the volume
of timber (by species and general product) to be offered from each of
the Ancillary Forests during each year. NATC may allow third parties
to bid on or negotiate for the purchase of such timber in any such
sale, and in the event of such sale to a third party NATC shall have
no further obligation to make the volume of timber sold in that sale
available to Procurement for purchase in that year.
1.11 In the event that at any time during the term of this Agreement NATC
sells more than 20% (by acreage) of the timberlands subject to this
Agreement owned by it in any Basin, at its option Procurement may
require NATC to cause the purchaser of such timberlands to assume and
agree to perform this Agreement to the extent of the annual harvest
of timber and wood fiber sold from such timberlands pursuant to this
Agreement in the preceding calendar year.
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1.12 (a) In the event that Georgia-Pacific Corporation sells any
operating facility which, during either of the two calendar years
immediately preceding such sale, secured more than 20% of its annual
total consumption of timber and wood fiber from timber deeds
purchased pursuant to this Agreement, then at NATC's option
Procurement will be obligated to cause the purchaser of such
operating facility to assume and agree to perform this Agreement at a
volume level equal to average annual volume of timber and wood fiber
purchased pursuant to this Agreement and delivered to such facility
in the preceding two calendar years (or Procurement may perform such
obligations on behalf of such purchaser).
(b) In the event that Georgia-Pacific Corporation permanently
closes any operating facility which, during either of the two
calendar years immediately preceding such closure, received more than
10% of its annual total consumption of timber and wood fiber from
timber deeds purchased pursuant to this Agreement, then the
percentages of each species and type of timber and wood fiber offered
to Procurement in the Basin(s) from which such timber and wood fiber
was cut shall be reduced, for all remaining years during the term of
this Agreement, by an amount equal to the average annual volume (in
tons) of all timber and wood fiber sold by NATC to Procurement under
this Agreement for delivery by Procurement to such closed facility
during the preceding two calendar years.
1.13 If the NATC Offer made to Procurement pursuant to Section 1.04 does
not, in each year during the term of this Agreement, equal at least
the amounts of pine pulpwood and pine sawtimber in each Basin set
forth under the caption "Maximum Annual Offer" multiplied by the
percentage for each such Basin shown as "Procurement's Max Take,"
(such product being referred to as the "Annual Take") on Exhibit A,
then NATC will make available for purchase by Procurement in each
such year additional quantities (the "Annual Option Volume") of pine
pulpwood and pine sawtimber in each Basin which will equal (i) the
volume (in tons) set forth under the heading "Target Availability to
Procurement" less (ii) the amounts of such pine pulpwood and pine
sawtimber, calculated for each such Basin, which are actually
included in the Annual Take. NATC may offer the Annual Option Volume
to Procurement from time to time during each year of this Agreement
for sale pursuant to timber cutting contracts or on other normal
commercial terms, at prices to be mutually agreed between the
parties. NATC shall give Procurement not less than fourteen (14) days
notice of its intent to sell such volumes (together with reasonably
detailed information about the terms of each such sale). No such
notice may cover more than 20% of the Annual Option Volume (by type
of timber) to be sold in each Basin during each year. NATC may allow
third parties to bid on or negotiate for the purchase of timber in
any such sale, and in the event of such sale to a third party NATC
shall have
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no further obligation to make the volume of timber sold in that sale
available to Procurement for purchase in that year.
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Section 2. Dispute Resolution.
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2.01 The parties will attempt in good faith to resolve promptly any
controversy or claim arising out of or relating to this Agreement by
negotiations between representatives appointed by them with authority
to settle the controversy or claim. If such controversy or claim
should arise, such representatives ("Managers") will meet at least
once and will attempt to resolve the matter. The Managers will make
every effort to meet as soon as reasonably possible at a mutually
agreed time and place.
2.02 (a) If any controversy or claim relating to either (a) the volumes
of timber contained on any tracts selected pursuant to Section 1.05,
or (b) the price to be paid by Procurement under a timber cutting
contract covering, any particular tract or tracts selected by
Procurement as provided in Sections 1.07 or 1.09, has not been
resolved pursuant to Section 2.01 within fifteen (15) days of the
date either party notifies the other of such controversy, then each
party (if they have not already done so) shall within three (3) days
submit to an arbitrator (selected as provided in Section 2.03) a
single number representing its estimate of the volume of merchantable
timber it believes is contained on any particular tract, or, if
applicable, the dollar price at which it is willing to buy or sell
the standing timber on such tract or tracts (which shall be identical
to the final prices offered in writing by each of Procurement and
NATC to each other as provided in Section 1.07), or both if
applicable. Each party shall also provide the arbitrator (and the
other party) information it considers appropriate with respect to the
terms of the sale of timber deeds and cutting contracts entered into
by each of them, or their suppliers or any other third party, in the
Basin in which such tracts are located.
(b) Within seven (7) days after receiving such submissions the
arbitrator shall choose one or the other of the numbers submitted by
the parties for the volume of merchantable timber on a specific tract
or tracts, or one or another of the prices submitted by the parties
that most closely represents the market price of the standing timber
on a specific tract or tracts. Such arbitrator shall have no
authority to select or propose to the parties any numbers for such
volume or price, other than those submitted to the arbitrator at the
start of the arbitration.
(c) In choosing one of such volume or price numbers, the arbitrator
shall consider the benefit to Procurement of the guaranteed supply of
such timber to Georgia-Pacific's xxxxx, and the benefit to NATC of
Procurement being a guaranteed customer for such timber. The
arbitrator may also consider any other information he or she
considers reliable, including but not limited to information about
the tract or tracts, the Basin involved, market prices for similar
standing timber, the results of the cruises, the volumes, size,
quality and accessibility of the timber and wood fiber located on
such tract or tracts and the benefit to both parties of the
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proximity of such tract or tracts to Georgia-Pacific's xxxxx and
other markets. If a party has failed to timely submit such volume or
price data for any tract or tracts, the arbitrator shall select the
other party's volume or price submission. The arbitrator's decision
shall be final and binding upon both parties. All expenses charged by
the arbitrator shall be borne equally by the parties. The failure of
either party to abide by the arbitrator's decision under this section
shall be deemed a material breach of this Agreement by such party.
2.03 Promptly following the execution of this Agreement, the parties shall
mutually agree on the designation of one arbitrator for each Basin to
act pursuant to the provisions of Section 2.02. Each such arbitrator
shall be independent and shall have no affiliation with either party
or any affiliate of either party. The arbitrator shall be experienced
in the forest products industry, familiar with the factors taken into
account in pricing timber and wood fiber in such industry, and
otherwise qualified to make the determinations required by Section
2.02. In the event that the parties are unable to agree on such
arbitrators, or in the event any arbitrator so selected shall die,
resign, or be unable or unwilling to act as arbitrator, or in the
event that either party notifies the other that it is unwilling to
continue to have a previously designated arbitrator continue to act
in such capacity, then a replacement arbitrator will be designated by
mutual agreement of the parties, or if the parties are unable to so
agree then by the American Arbitration Association in accordance with
its established procedures.
2.04 In the event of any controversy or claim arising between the parties
other than those specified in Section 2.02, the parties shall follow
the procedures of Section 2.01. If any such matter has not been
resolved within thirty (30) days by the Managers, or if either party
will not allow its Managers to meet with the other party, the parties
will attempt in good faith to resolve the controversy or claim by
mediation in accordance with the current model procedural rules of
the CCR Institute for Dispute Resolution.
2.05 If the matter has not been resolved pursuant to the aforesaid
mediation procedure within thirty days of the commencement of such
procedure, or if either party will not participate in a mediation,
then either party may initiate litigation or otherwise pursue
whatever remedies may be available to such party.
2.06 All deadlines specified in this Section 2 may be extended by mutual
written agreement.
2.07 The procedures specified in this Section 2 shall be the sole and
exclusive procedures for the resolution of disputes between the
parties arising out of or relating to this Agreement; provided,
however, that a party may seek a
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preliminary injunction or other preliminary judicial relief if in its
judgment such action is necessary to avoid irreparable damage.
Despite such action the parties will continue to participate in good
faith in the procedures specified in this section. All applicable
statutes of limitation shall be tolled while the procedures specified
in this section are pending. The parties will take such action, if
any, required to effectuate such tolling.
Section 3. Remedies.
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3.01 In the event NATC fails for any reason other than Force Majeure to
offer tracts to Procurement as provided in Section 1, then, in lieu
of all remedies available to it except specific performance and
termination for breach, Procurement may purchase replacement timber
from any other source or sources, and NATC shall pay Procurement as
liquidated monetary damages an amount equal to 15% of Procurement's
costs of purchasing such replacement timber in a volume equal to that
not so offered by NATC.
3.02 In the event Procurement fails for any reason other than Force
Majeure to purchase timber deeds from NATC as provided in Section
1.08, then, in lieu of all remedies available to it except specific
performance and termination for breach, NATC shall have the right to
sell timber deeds covering such tracts to any other buyer or buyers,
and Procurement shall pay NATC as liquidated monetary damages an
amount equal to 15% of the purchase price actually paid to NATC for
such timber deeds by such other buyer or buyers.
3.03 Each party understands and agrees that monetary damages may not be a
sufficient remedy for its breach of this Agreement, and that the
other party shall be entitled to injunctive relief and for specific
performance as remedies for any such breach. Such remedies shall not,
however, be deemed to be such other party's exclusive remedies for
such breach of this Agreement, and shall be in addition to any other
remedies provided herein or available at law.
Section 4. Term and Termination.
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4.01 This Agreement shall remain in effect through December 31, 2010. If
neither party has given written notice of its desire to terminate or
renegotiate it by October 15, 2008, then it will automatically be
extended through December 31, 2020, and thereafter will be extended
for one additional year on each succeeding January 1/st/, until
either party gives the other such written notice of termination or
renegotiation by any October 15/th/ beginning October 15, 2020.
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4.02 This policy may be amended, modified or terminated at any time by a
written instrument signed by each of Procurement and NATC, or their
successors or assigns as permitted by Section 5.03 of this
Agreement.
4.03 This Agreement may be terminated by either party:
(a) following a material default or breach by the other party of
any of its monetary obligations hereunder, written notice of
such breach to the defaulting party, and the continued failure
by the defaulting party to cure such breach in all material
respects for a period of thirty (30) days, following which the
non-defaulting party will have no further obligations
hereunder; or
(b) at any time following a material breach or default by the other
party of any of its other obligations hereunder, written notice
of such breach to the defaulting party, and the continued
failure by the defaulting party to cure such breach in all
material respects for a period of ninety (90) days, provided
that if the breach is not reasonably susceptible of cure within
ninety (90) days, such defaulting party shall have such
additional time as is necessary as long as the defaulting party
initiates cure within the ninety (90) day period and diligently
pursues completion of the cure, following which the non-
defaulting party shall have no further obligations hereunder.
Termination shall not relieve a defaulting party of any liability to
the non-defaulting party for breach of its obligations hereunder.
The provisions of Sections 2 and 3 shall survive any termination of
this Agreement.
Section 5. Miscellaneous.
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5.01 Timber Cutting Contracts. The forms of timber cutting contracts
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attached as Exhibits B (for clear-cut harvests) and C (for
thinnings) to this Agreement shall be executed by Procurement and
NATC for all timber offered and selected pursuant to the terms of
this Agreement. The terms of such timber cutting contracts shall
control the rights of the parties with respect to the cutting of
timber and wood fiber located on such tracts, and all other matters
covered by the terms of such agreements.
5.02 Other Agreements. This Agreement does not apply to sales of timber
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deeds, or of timber and wood fiber, by NATC to Procurement from any
forest managed by NATC other than those now owned by NATC located in
the Basins or the Ancillary Forests. The parties now have agreements
dated July 29, 1999 with respect to timber to be sold from the
Fordyce Forests to the Georgia-Pacific Corporation OSB mill near
Fordyce, Arkansas, and the Oregon Supply Agreement dated July 1,
2000 with respect to wood to be sold to Procurement for Georgia-
Pacific Corporation
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xxxxx located at Coos Bay, Philomoth and Toledo, Oregon, and may in
the future enter into additional agreements with respect to sales of
timber and wood fiber from the Basins, the Ancillary Forests or
other forests.
5.03 Assignment. Neither party may, or shall have the power to, assign
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this Agreement, in whole or in part, without the prior written
consent of the other, except that:
(a) Procurement may assign its rights and obligations under this
Agreement without the consent of NATC to any entity which
acquires all or substantially all of the assets of Georgia-
Pacific Corporation, or to any subsidiary or affiliate of
Georgia-Pacific Corporation, or to a successor in a merger,
consolidation or acquisition of Georgia-Pacific Corporation;
and
(b) NATC may assign its rights and obligations under this Agreement
without the consent of Procurement to any entity which
acquires, by merger, consolidation, acquisition or otherwise,
NATC or any portion of the timberlands of NATC, subject to this
Agreement, or to any subsidiary or affiliate of Georgia-Pacific
Corporation or NATC;
provided, however, that any permitted assignee pursuant to clauses
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(a) or (b) above must assume all liabilities and obligations of NATC
or Procurement, as the case may be, under this Agreement pursuant to
an instrument in form and substance reasonably satisfactory to the
other party. Procurement or NATC, as the case may be, shall cause
any person that merges or consolidates with either of them, or that
acquires all or substantially all of its assets, to assume its
liabilities and obligations under this Agreement. No assignment or
assumption pursuant to clauses (a) or (b) above shall in any way
affect the liability of the party making such assignment under this
Agreement, and in the event of any such assignment or assumption
NATC or Procurement, as the case may be, shall remain fully liable
for its liabilities and obligations under this Agreement. [NOTE:
Need to be sure this provision fits with contemplated transaction.]
Subject to the foregoing, this Agreement shall be binding on the
parties hereto and their respective successors and permitted
assignees.
5.04 Force Majeure. Neither Procurement nor NATC shall be liable to each
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other for any delay in or failure of performance by one of them of
its obligations hereunder that is caused by any event of Force
Majeure. As used in this Agreement, Force Majeure means any cause,
condition or event beyond a party's reasonable control which delays
or prevents such party's performance of its obligations hereunder,
including war, acts of government, acts of public enemy, riots,
civil strife, lightning, fires, explosions, floods, power failures,
other acts of God or nature, and other similar events or
circumstances; provided, however, that adverse financial
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or market conditions in the forest products industry or generally,
changes in market prices or demand for timber and wood fiber, or
seasonal weather changes, shall not constitute an event of Force
Majeure. If an event of Force Majeure results in a reduction but not a
complete cessation of a party's production or operations, the party so
affected shall use its best effort to meet its obligations hereunder
to the extent commercially reasonable, and shall treat the other party
no less favorably than it treats all of its other customers or
suppliers during the period of such reduced production or operations.
5.05 Consents, Approval and Future Agreement. Except where expressly
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provided as being in the sole or absolute discretion of a party, where
agreement, approval, acceptance, consent, or similar action by either
party is required under this Agreement, such action shall be
undertaken in good faith and shall not be unreasonably delayed or
withheld. Where agreement, approval, acceptance, consent, or similar
action by either party is required under this Agreement in a party's
sole or absolute discretion, such action may be withheld for any or no
reason. In any event, a party required to make any such decision
hereunder will notify the other party of its decision promptly after a
reasonable period to obtain and analyze facts. An approval or consent
given by a party under this Agreement shall not relieve the other
party from responsibility for complying with the requirements of this
Agreement, nor shall it be construed as a waiver of any rights under
this Agreement, except as and to the extent otherwise expressly
provided in such approval or consent.
5.06 Waiver of Default; Cumulative Remedies.
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(a) A delay or omission by either party hereto to exercise any right
or power under this Agreement shall not be construed to be a
waiver thereof. A waiver by either party hereto of any of the
covenants to be performed by the other, or of any breach thereof,
shall not be construed to be a waiver of any succeeding breach
thereof or of any other covenant herein contained.
(b) Except as provided in Sections 2 and 3 of this Agreement, all
remedies provided for herein shall be cumulative and in addition
to and not in lieu of any other remedies available to either
party at law, in equity or otherwise.
5.07 Entire Agreement; Amendment. This Agreement, including any Exhibits
---------------------------
or Schedules referred to herein and attached hereto, each of which is
incorporated herein for all purposes, constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements, whether written or oral, with respect
to the subject matter contained in this Agreement. No amendment,
change, waiver, or discharge of any provision of this Agreement shall
be valid
13
unless in writing and signed by an authorized representative of the
party against which such change, waiver, or discharge is sought to be
enforced.
5.08 Governing Law. This Agreement shall be governed by, and interpreted
-------------
in accordance with, the laws of the State of Georgia without giving
effect to laws and procedures with respect to its choice of law
questions generally.
5.09 Notices. All notices, requests, demands and determinations under this
-------
Agreement (other than routine operational communications)
(collectively, "notices"), shall be in writing and marked "URGENT -
DELIVER TO ADDRESSEE IMMEDIATELY." All notices shall be addressed as
follows:
In the case of Procurement: In the case of NATC:
Xxxx X. Xxxxx Xxxxxx X. Xxxxx
Executive Vice President
President - Procurement 000 Xxxxxxxxx Xxxxxx, XX
000 Xxxxxxxxx Xxxxxx, XX Suite 2650
Suite 5100 Atlanta, GA 30303
Xxxxxxx, XX 00000
With copies to: With copies to:
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Senior Vice President - Senior Vice President -
Law and General Counsel Law and General Counsel
000 Xxxxxxxxx Xxxxxx, XX 000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 30303 Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx, Xx.
Chief Counsel - Building Prod. Chief Counsel - Timber Company
000 Xxxxxxxxx Xxxxxx, XX 000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 30303 Xxxxxxx, XX 00000
A party may from time to time change its address or designee for
notification purposes by giving the other prior written notice of the
new address or designee and the date upon which it will become
effective.
5.10 Counterparts. This Agreement may be executed in several counterparts,
------------
all of which taken together shall constitute one single agreement
between the parties hereto.
14
5.11 Severability. In the event that any provision of this Agreement
------------
conflicts with the law under which this Agreement is to be construed,
or if any such provision is held invalid by an arbitrator or court
with jurisdiction over the parties, such provision shall be deemed to
be restated to reflect as nearly as possible the original intentions
of the parties in accordance with applicable law. The remainder of
this Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first written above.
Georgia-Pacific Corporation -
Georgia-Pacific Group ("Procurement")
By:
------------------------
North American Timber Corporation ("NATC")
By:
------------------------
LRFP Timber, Inc.
By:
------------------------
NPTC Timber, Inc.
By:
------------------------
GNN Timber, Inc.
By:
------------------------
NPI Timber, Inc.
By:
------------------------
15
GWP Timber, Inc.
By: ________________________
16
Exhibit "A"
Annual Offering Schedule (000s of tons) 2001-2010
-----------------------------------------------------
========================================================================================================================
SE Arkansas Mississippi Florida SE Georgia Total
NATC Percentage 65% 60% 60% 60%
Procurement's "Max Take"/(1)/ 100% 85% 85% 80%
Procurement's "Must Take"/(1)/ 80% 65% 65% 60%
Minimum Annual Offer/(2)/
Pine Pulpwood 340 625 400 400 1,765
Pine Sawtimber 940 700 300 225 2,165
Maximum Annual Offer/(2)/
Pine Pulpwood 450 750 600 475 2,275
Pine Sawtimber 1,140 760 330 250 2,480
------------------------------------------------------------------------------------------------------------------------
"Target Availability to Procurement"
Pine Pulpwood 496 893 563 500 2,452
Pine Sawtimber 1,163 790 352 300 2,605
Total 1,659 1,683 915 800 5,057
------------------------------------------------------------------------------------------------------------------------
(1) Percentages shown apply to the NATC Offer amounts.
(2) Plus, in each case, 60% (65% in SE Arkansas) of the annual NATC
harvest of hardwood stands in each Basin.
Exhibit "B"
TIMBER CUTTING CONTRACT
THIS TIMBER DEED (this "Agreement"), made this the _____ day of
______________, 2000, by and between North American Timber Corp., a Delaware
corporation d/b/a THE TIMBER COMPANY ("SELLER"), and Georgia-Pacific Corporation
- Georgia-Pacific Group, a Georgia corporation ("PURCHASER").
IN CONSIDERATION of the sum hereinafter set forth, SELLER grants to
PURCHASER the timber described in Paragraph 1 below, located on SELLER's
_________ Tract in ________ County, ________, containing approximately _____
acres, more or less, more particularly described on Exhibit "C" attached hereto
(the "Property"), subject to the following terms and conditions:
1. Timber. The timber which forms the subject of this Agreement is {Enter All
Vital Information Concerning the Timber Being Conveyed}, being more
particularly shown on the map attached hereto as Exhibit "D" (the
"Timber").
2. Volume. SELLER and PURCHASER acknowledge receipt of a copy of an estimate
of the volumes of the Timber (the "Cruise") prepared in accordance with
Section 1.06(a) of the Master Timber Agreement between the parties dated
_________ (the "Master Timber Agreement"), and the Cruise is hereby
incorporated in this Agreement by reference thereto. PURCHASER further
acknowledges that it has, prior to entering this Agreement, been given
appropriate access to the Property and has verified the data in the Cruise.
The parties hereby agree that the timber volumes shown in the Cruise
reflect the volumes of the Timber, insofar as the same may reasonably be
determined by accepted methods in the industry, and further agree that the
payment specified in Section 3 hereof is based upon such agreement.
3. Purchase Price. The stumpage price for the Timber is the sum of (Enter
Dollar Amount) Dollars ($ ) and shall be paid by PURCHASER upon the
effective date of this Agreement; provided, however, such amount may be
reduced and a portion refunded on account of loss as provided in Section 5
or in accordance with Section 24.
4. Term. PURCHASER shall have twelve (12) months from the date hereof to cut
and remove the Timber; provided, however, this term shall be extended as
provided in Sections 16(c) and 23(e) or if weather, ground conditions, or
labor strike preclude completion of harvesting during the original term,
the term shall be extended by a period of time equal to the number of days
harvesting was not possible, except that in no case shall the term be
extended fro more than six months. At the end of the term, PURCHASER shall
have no further right to sever or remove the Timber.
5. Title and Risk of Loss. Title to and ownership of the Timber, including all
risk of loss on account of fire, storm, disease, insects or other damage,
shall remain in SELLER until the Timber is cut by PURCHASER. In the event
of loss to the Timber before it is cut by PURCHASER, SELLER shall promptly
refund to PURCHASER, unless such loss has been caused by PURCHASER or
results from PURCHASER's negligence, the fair market value, as of the date
of this Agreement, of the Timber so lost as determined under Section 23;
and PURCHASER shall have on further right or obligation to harvest the
Timber so lost, unless such damage or loss is caused by PURCHASER or
results from PURCHASER's negligence; and SELLER shall have no obligation to
contract with PURCHASER for cutting rights to other timber in lieu of that
Timber so lost..
6. Disclaimer. SELLER makes no warranty nor representation as to the
suitability, quality or quantity of Timber covered hereby, nor the logging
conditions required to harvest the Timber. PURCHASER assumes all risk of
overcut or undercut compared to the Cruise estimates of harvestable timber.
PURCHASER acknowledges that it has inspected the Property and Timber and
has satisfied itself as to such Timber and the condition of the Property,
and PURCHASER is not relying on any representation of SELLER.
3. Performance Deposit. PURCHASER agrees to pay the sum of $ as a deposit
to insure the full performance of the covenants contained herein and
PURCHASER's obligations hereunder. In case of default by PURCHASER, SELLER
shall have the right to retain from the deposit an amount as will
reasonably compensate SELLER for damages or expenses occasioned by
PURCHASER's default. Upon satisfactory completion of PURCHASER's harvesting
operations pursuant to the terms and conditions of this Agreement, SELLER
will refund to PURCHASER any remaining portion of the deposit within thirty
(30) days. PURCHASER understands that the performance deposit does not in
any way limit the liability for breach of this Agreement by PURCHASER or
for damages caused by PURCHASER, its officers, agents or employees.
8. BMPs. PURCHASER agrees that cutting, skidding, loading and hauling
operations hereunder shall in all respects comply with the Best Management
Practices (BMPs) adopted by the state in which the Timber is located and
any additional requirements or specifications attached hereto as an
additional exhibit.
9. Harvesting Operations and Practices. PURCHASER shall adhere to the
following conditions in conducting its harvesting operations hereunder:
a. PURCHASER agrees to notify {Enter Name of TTC Designated Forester} two
(2) days prior to commencing harvesting operations hereunder, when
operations are suspended for a period of one week or more, and two (2)
days prior to completion of operations.
b. PURCHASER agrees to conduct operations in such a manner as to protect
as far as possible the small timber, trees and seedlings. If any
timber and trees other than those described herein are felled or
excessively damaged by PURCHASER (as determined by SELLER), PURCHASER
shall pay to SELLER the fair market value (as determined
by SELLER), as liquidated damages for such timber or trees cut or
damaged by PURCHASER. Any disputes regarding SELLER's determinations
shall be resolved pursuant to Paragraph 22.
c. PURCHASER agrees to cut all trees as close to the ground as
practicable.
d. PURCHASER agrees to exercise all possible precautions against forest
fires, to notify SELLER and the appropriate authorities of any fires
that may occur or threaten the Property, and to cooperate in the
extinguishment of any such fires. In the event that any such fires are
caused by PURCHASER, its agents, employees, or contractors, PURCHASER
shall be liable for the all damages arising therefrom.
e. PURCHASER shall use all reasonable care in its operations hereunder so
as not to materially damage the Property by logging when the site is
abnormally wet.
f. All mobile equipment which is serviced on the Property must be
serviced away from streams, ditches, or drainages. Oil or other
potential contaminants that are being removed during the servicing
process must be contained and disposed of properly.
g. All refuse generated during operations on the Property, including, but
not limited to, lunch or snack containers, paper, cans, oil cans,
bottles, filters, tires, and discarded equipment, must be disposed of
properly.
h. PURCHASER shall repair all fences, roads or structures damaged by its
logging operations and leave all roads, fire breaks, property lines,
running streams, and drainage ditches clear of logs, timber, limbs, or
debris, and if the repairs are not made or if the debris is not
removed and cleared promptly after notice from SELLER, SELLER may
undertake such repair or removal for PURCHASER's account, and
PURCHASER shall be liable to SELLER for any expense incurred in
repairing or removing same.
10. Access. PURCHASER shall have the non-exclusive right to use SELLER's
private roads. New roads will not be constructed without prior written
approval of SELLER as to location. Any new roads shall be constructed,
maintained and left in a condition that meets State BMPs. All roads, skid
trails and drains shall be maintained in good condition and kept open and
passable, shall be waterbarred, and shall be left in as good condition and
repair as now exists upon completion of logging. SELLER shall have no
responsibility to obtain other rights-of-way across lands of other owners.
11. Warranty of Title. SELLER warrants specially the title to the Timber and
agrees to defend said title against the lawful claims of all persons
claiming by, through or under SELLER. SELLER's liability under such
warranty shall be limited to the return of the purchase price, or
proportionate part thereof in case of partial failure of title, without
interest or penalty.
12. Compliance with Law. PURCHASER shall at all times comply with all
applicable federal, state, and local laws, ordinances, rules and
regulations in the
performance hereof. PURCHASER agrees that PURCHASER and PURCHASER's
employees, representatives and agents will comply with OSHA safety
regulations by wearing proper safety equipment while on the Property.
PURCHASER shall obtain all permits, public approvals or licenses necessary
for the performance of this Agreement.
13. Indemnification. SELLER shall in no way be liable or responsible for any
injury or damage done or occasioned by the actions or operations of
PURCHASER or its subcontractors under this Agreement, and PURCHASER binds
and obligates itself to pay and satisfy any and all claims arising on
account of its operations hereunder, whether the same be injuries to its
employees or other persons or damage to any type of property, including any
negligence or fault, whether active or passive, on the part of SELLER which
constitutes a concurring cause of injuries or damages sustained except when
caused by the sole negligence of SELLER and PURCHASER agrees to and by
these presents does indemnify and hold harmless SELLER on account of any
such claims, liabilities, court costs, attorneys' fees and expenses
incident thereto. As to any claim made by SELLER hereunder, PURCHASER
expressly waives any insulation from liability or immunity from suit with
respect to injuries to employees of PURCHASER which may be extended to
PURCHASER under any applicable workers' compensation statute. In executing
this Agreement, PURCHASER expressly agrees to the above indemnity
provisions and states that PURCHASER intends to specifically bind itself to
indemnify SELLER in every instance set forth above. For purposes of this
paragraph, SELLER shall be defined to include SELLER, its subsidiaries,
affiliates and related companies and their respective officers, directors,
agents and employees. To the extent that any of the obligations imposed by
this paragraph shall not be enforceable under applicable law it is the
intent of the parties that the provisions of this paragraph shall be
construed to impose only such obligations on PURCHASER and SELLER as shall
be enforceable under applicable law.
14. Insurance. During the performance of this Agreement, PURCHASER shall
maintain and keep in force, at its own expense, the following insurance
coverages and minimum limits:
a. Commercial General Liability Insurance, covering claims for bodily
injury, death and property damage, including Comprehensive Form,
Premises and Operations, Independent Contractors, Products and
Completed Operations, Personal Injury, Contractual, and Broadform
Property Damage liability coverages, with minimum limits of $500,000
for bodily injury, death and property damage each per occurrence and
$1,000,000 general aggregate.
b. Comprehensive Automobile Liability Insurance covering owned, non-
owned, hired and other vehicles, with minimum limits of $500,000 for
bodily injury, death and property damage each per occurrence.
All such policies of insurance shall provide the same shall not be canceled
nor the coverage modified nor the limits changed without first giving
thirty (30) days'
prior written notice thereof to SELLER. No such cancellation, modification
or change shall affect PURCHASER 's obligation to maintain the insurance
coverages required by this Agreement. SELLER shall be named as an
Additional Insured on all such required policies. All liability insurance
policies shall be written on an "occurrence" policy form and by insurance
companies acceptable to SELLER. PURCHASER shall be responsible for payment
of any and all deductibles from insured claims under its policies. The
coverage afforded under any insurance policy obtained by PURCHASER pursuant
to this Paragraph shall be primary coverage regardless of whether or not
SELLER has similar coverage. PURCHASER shall not perform any work under
this Agreement unless and until evidence of such insurance, including
renewals thereof, has been delivered to and approved by SELLER. PURCHASER
shall not self-insure any of the insurance coverages required by this
Agreement without the prior written consent of SELLER. The minimum limits
of coverage required by this Agreement may be satisfied by a combination of
primary and excess or umbrella insurance policies. The maintenance of this
insurance shall not in any way operate to limit the liability of PURCHASER
to SELLER under this Agreement.
15. Default. Should PURCHASER default in the performance or observance of any
of the terms and conditions hereunder, and such default not be remedied by
PURCHASER within two (2) days after notice and demand for its remedy given
by SELLER, SELLER shall have the right, at SELLER's option, to declare this
Agreement and all of PURCHASER's rights hereunder forfeited to SELLER.
16. Reserved Rights.
a. SELLER reserves the right to enter the Property at any time for the
purpose of inspecting logging operations, making or maintaining fire
lines, or doing any other necessary forest management work, including
the carrying out of other xxxxx operations which do not interfere with
PURCHASER's operations hereunder.
b. SELLER reserves the right to stop or interrupt PURCHASER's operations
hereunder when SELLER in its sole discretion deems significant site
damage or forest fires will likely result from continued operations,
provided that in the event such right is exercised, the term of this
Agreement may be extended by the number of days that such stoppage or
interruption continues upon PURCHASER's request in writing for such
extension prior to the expiration date of this Agreement.
c. SELLER reserves the right to make and execute any contracts with
reference to all oil, gas and other minerals in, on and under any
portion of the Property and the right to grant any and all reasonable
and necessary rights of ingress and egress for the exploration,
exploitation, production, transportation, removal or handling of such
oil, gas and all other minerals or mineral products.
17. Alcoholic Beverages, Drugs, and Firearms. PURCHASER hereby acknowledges
that SELLER has informed PURCHASER of its policies that being
under the influence of, bringing in, possessing, providing, manufacturing,
or other production of, buying, selling or using alcoholic beverages,
unauthorized drugs or controlled substances on the Property, and the
possession of firearms on the Property, are strictly prohibited. PURCHASER
understands and agrees that PURCHASER, its officers, agents and employees
will follow these policies during the term of this Agreement. PURCHASER
further agrees to report to the proper law enforcement authorities or
SELLER, either locally or anonymously to the G-P Hotline at 0-000-000-0000,
any observed or suspected marijuana or other controlled substance growing
or being manufactured on the Property.
18. Security. PURCHASER agrees to modify its record keeping, inventory control
and/or asset security procedures to comply with any reasonable requests of
SELLER concerning wood flow management. Such measures may include, but
shall not be limited to, marking of trucks and trailers, marking severed
timber and logs, maintaining daily truck logs and utilizing load tickets.
19. Priority. The rights granted PURCHASER hereunder shall be subject to any
prior easement, servitude, right-of-way, lease, contract, deed, or other
written instrument, affecting the Property, whether the same be recorded or
otherwise, or any conditions or restrictions now of record or imposed by
law.
20. Waiver. Any delay or failure by SELLER in the strict enforcement of the
provisions of this Agreement with respect to any default by PURCHASER
hereunder shall not constitute a waiver of SELLER's rights respecting such
default or any other default hereunder.
21. Independent Purchaser. PURCHASER is an independent purchaser of timber. No
relationship of employer-employee or master and servants is intended, nor
shall it be construed to exist between PURCHASER and SELLER, nor between
SELLER and any servant, agent, employee or supplier of PURCHASER. PURCHASER
shall select and pay its own servants, agents, employees and suppliers, and
neither PURCHASER nor its servants, agents, employees or suppliers shall be
subject to any orders, supervision or control of SELLER.
22. Taxes. Unless otherwise agreed, PURCHASER agrees to pay all severance taxes
upon Timber cut from the Property hereunder.
23. Dispute Resolution. In the event of any disputes, claims and other matters
in question between SELLER and PURCHASER arising out of the terms and
conditions of this Agreement and the performance of either party hereunder,
SELLER and PURCHASER agree to resolve such matter in the following manner:
a. The parties shall attempt in good faith to resolve such matter
promptly by negotiation between senior executives who have authority
to settle the controversy and who do not have direct responsibility
for administration of this Agreement.
b. The disputing party shall give the other party written notice of any
dispute not resolved in the normal course of business. Within fifteen
(15) days after receipt of the notice, the receiving party shall
submit to the other a
written response. The notice and response shall include (i) a
statement of each party's position and a summary of the evidence and
arguments supporting its position, and (ii) the name and title of the
senior executive who will represent that party. The senior executives
shall meet for negotiations at a mutually agreed time and place within
thirty (30) days of the date of the disputing party's notice and
thereafter as often as they reasonably deem necessary to exchange
relevant information and to attempt to resolve the dispute. All
reasonable requests for information made by one party to the other
will be honored. All negotiations pursuant to this clause are
confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
c. If the matter has not been resolved within sixty (60) days of the date
of the disputing party's notice, or if the receiving party will not
meet within thirty (30) days, then said matter will be settled by an
arbitration board of three members, whose majority decision shall be
final and binding upon the parties hereto. One member shall be
selected by SELLER, one by PURCHASER, and the third member shall be
selected by the first two. The selection of the arbitration panel
shall be commenced not later than thirty (30) days after either party
has requested arbitration and completed with due and reasonable
diligence. Each party agrees to be fully responsible for payment of
the member chosen by it and to be responsible for one-half ( 1/2) of
the payments due to be rendered to the third member.
d. All deadlines specified in this Paragraph may be extended by mutual
agreement. The procedures specified in this Paragraph shall be the
sole and exclusive procedures for the resolution of disputes between
the parties arising out of or relating to this Agreement, but shall
not prohibit either party from enforcing the rights and obligations
contained in Paragraph 12, including filing suit in a court of
competent jurisdiction.
e. The period allowed herein for cutting and removal of Timber shall be
extended automatically for the number of days required to complete the
negotiation and/or arbitration of the dispute.
24. Damages and Refunds. In no event shall SELLER be liable to PURCHASER for
any consequential, incidental, indirect or special damages arising out of
this Agreement or any breach thereof, including but not limited to loss of
use, lost profits or revenue, whether or not such loss or damage is based
on contract, warranty, negligence or otherwise. If, upon termination of
this Agreement, PURCHASER has failed to harvest all the Timber, the refund
to PURCHASER on account of such uncut timber and the damages to SELLER on
account of PURCHASER's failure to cut shall be computed as follows: first,
SELLER shall credit to PURCHASER the amount of the original purchase price
paid pursuant to Section 2 of this Agreement that is applicable to the
uncut Timber; second, if the fair market value of the uncut timber on the
date of termination of this Agreement is less than the amount of the
original purchase price applicable to the uncut timber, PURCHASER shall
credit such difference to SELLER: and, third, in order to compensate SELLER
for the cost of remarketing the uncut Timber as well as
all other consequential damages on account of PURCHASER's breach, PURCHASER
shall credit to Grantor twelve and one-half percent (12.5%) of the amount
of the original purchase price applicable to the uncut Timber. The amount
of the original purchase price applicable to the uncut Timber shall be that
portion of the purchase price specified in Section 2 of this Agreement
applicable to the fair market value of the uncut Timber on the date of this
Agreement. The parties that owes the other shall pay the other party
promptly after determination and reconciliation of all credits provided in
this paragraph. Any dispute over the fair market value of the uncut Timber
shall be resolved through the arbitration procedure described in section
2.02 of the Master Timber Agreement.
25. Notices. Any notice required or permitted to be given hereunder shall be
deemed properly given on a date personally delivered by messenger service,
overnight courier service or telecopy (facsimile) transmission, or three
(3) days after same is deposited with the United States Postal Service by
registered or certified mail, postage prepaid, return receipt requested, to
the parties at the following address or telecopy/facsimile numbers:
SELLER: THE TIMBER COMPANY
{Enter Group Office Address}
{Enter City, State, Zip}
ATTN: {Enter TTC Designated Forester}
Telephone: {Enter Telephone Number}
Telecopier: {Enter Telecopier Number}
BUYER: Georgia-Pacific Corporation - Georgia-Pacific Group
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX 00000
Telephone: {Enter Telephone Number}
Telecopier: {Enter Telecopier Number}
26. Assignment. PURCHASER shall not assign this Agreement or any rights
thereunder without the previous consent of SELLER in writing first obtained
and only then subject to the conditions and restrictions contained herein.
In the event of any such assignment, PURCHASER shall in no way be released
from the performance of its obligations contained herein.
27. Entire Agreement. This instrument represents the entire agreement between
the parties and any alterations thereof or amendments thereto shall be in
writing and signed by all parties.
28. Special Provisions.
IN WITNESS WHEREOF, SELLER and PURCHASER have caused this Agreement to
be duly executed by authorized representatives, in duplicate originals, on this
the day and year first above written.
BUYER: SELLER:
North American Timber, Corp. d/b/a
THE TIMBER COMPANY
_______________________________________
By: ________________________________ By: _____________________________
Authorized Signature Authorized Signature
Name: ________________________________ Name: _____________________________
Print Name Print Name
Title: ________________________________ Title: _____________________________
FEIN / SSN: ___________________________ FEIN: _____________________________
[Use appropriate witness blocks, acknowledgment or probate sections to comply
with recording requirements of specific state.]
Exhibit "C"
[LOGO OF THE TIMBER COMPANY] [LOGO]
TIMBER SALE AGREEMENT
---------------------
(With Advance)
THIS TIMBER SALE AGREEMENT (this "Agreement"), made this the _____ day of
_________________, 20___, by and between North American Timber Corp., a Delaware
corporation, d/b/a THE TIMBER COMPANY ("SELLER"), and
_____________________
_____________________
_____________________
("PURCHASER").
IN CONSIDERATION of the agreements on the part of the PURCHASER herein
contained, SELLER grants to PURCHASER the right for the term hereof to cut and
remove certain standing timber described in Paragraph 1 below, located on
SELLER's __________ Tract in ____________ County, _________, containing
approximately _______ acres, more or less, more particularly described on
Exhibit "A" attached hereto (the "Property").
1. Timber. PURCHASER shall cut and remove from the Property {Enter All Vital
Information Concerning the Timber Being Cut}, being more particularly shown
on the map attached hereto as Exhibit "B" (the "Timber").
2. Price and Payment.
a. For Timber cut, removed, and sold to PURCHASER hereunder, PURCHASER
shall pay SELLER on a per ton basis pursuant to the following price
schedule:
ESTIMATED VOLUME PRICE/TON EST. TOTAL VALUE
Pine _____________ ____________
____________
Hardwood _____________ ___________ _______________
b. The total consideration and purchase price of Timber sold hereunder
shall be based upon the volumes of Timber cut and removed at the rates
specified above. PURCHASER has paid SELLER the sum of _________________
DOLLARS ($_______) as an advance payment
(100% of estimated total value) of consideration which shall be applied
as payment for Timber subsequently cut hereunder at the specified
rates. Upon exhaustion of credit for the advance payment, payment shall
be made weekly for Timber cut and removed the preceding week. Provided
PURCHASER is not in default hereunder, in the event the advance payment
is not so exhausted, SELLER shall reimburse PURCHASER for the
difference between the advance payment and the sum of the purchase
price of the Timber cut and delivered hereunder plus any payments
required under Paragraphs 8(b) and 8(c) hereunder; said payment to be
made within thirty (30) days after notice from PURCHASER of said
overpayment. The volumes of the Timber cut and removed will be
determined by scalers at the place of delivery.
c. PURCHASER shall remit each week to SELLER original scale tickets and a
settlement summary (ticket level) showing the volume cut and removed
during the preceding week. Payment shall be made to SELLER at the
following address: The Timber Company __________________
____________________________.
3. Title and Risk of Loss. Title to the Timber sold hereunder and all risk of
loss shall pass from SELLER to PURCHASER concurrently with the severance of
the Timber from the xxxxx.
4. Term. PURCHASER shall have 12 months from the date hereof to cut and remove
the Timber. PURCHASER shall have the right to extend the period for cutting
and removal of the Timber for an initial extension period of six (6) months
provided that during the initial extension period the per unit prices set
forth in Paragraph 2 (a) shall increased by five percent 5%. PURCHASER
shall have the right to extend the period for cutting and removal of the
Timber for a second extension period of six (6) months provided that during
the second extension period the per unit prices set forth in Paragraph 2
(a) (as adjusted for the initial extension) shall increased by an
additional ten 10% percent. All Timber not cut and removed by PURCHASER at
the expiration of said date (as extended) shall revert to and become the
property of SELLER.
5. Disclaimer. SELLER makes no warranty nor representation as to the
suitability, quality or quantity of Timber covered hereby, nor the logging
conditions required to harvest said Timber. PURCHASER acknowledges that it
has inspected the Property and Timber and has satisfied itself as to such
Timber and the condition of the Property, and PURCHASER is not relying on
any representation of SELLER.
6. Performance Deposit. PURCHASER agrees to pay the sum of $________________
as a deposit to insure the full performance of the covenants contained
herein and PURCHASER's obligations hereunder. In case of default by
PURCHASER, SELLER shall have the right to retain from the deposit an amount
as will reasonably compensate SELLER for damages or expenses occasioned by
PURCHASER's default. At SELLER's option, any payments required under
Paragraphs 8(b) and (c) shall be deducted from the performance
deposit. Upon satisfactory completion of PURCHASER's harvesting operations
pursuant to the terms and conditions of this Agreement, SELLER will refund
to PURCHASER any remaining portion of the deposit within thirty (30) days.
PURCHASER understands that the performance deposit does not in any way
limit the liability for breach of this Agreement by PURCHASER or for
damages caused by PURCHASER, its officers, agents or employees.
7. BMPs. PURCHASER agrees that cutting, skidding, loading and hauling
operations hereunder shall in all respects comply with the Best Management
Practices (BMPs) adopted by the state in which the Timber is located and
any additional requirements or specifications attached hereto as an
additional exhibit.
8. Harvesting Operations and Practices. PURCHASER shall adhere to the
following conditions in conducting its harvesting operations hereunder:
a. PURCHASER agrees to notify {Enter Name and Phone Number of TTC
Designated Forester} two (2) days prior to commencing harvesting
operations hereunder, when operations are suspended for a period of
one week or more, and two (2) days prior to completion of operations.
b. PURCHASER agrees to conduct operations in such a manner as to protect
as far as possible the small Timber, trees and seedlings. If any
timber and trees other than those described herein are felled or
excessively damaged by PURCHASER (as determined by SELLER), PURCHASER
shall pay to SELLER the fair market value (as determined by SELLER),
as liquidated damages for such timber or trees cut or damaged by
PURCHASER. Any disputes regarding SELLER's determinations shall be
resolved pursuant to Paragraph 24.
c. PURCHASER agrees to cut and remove all designated Timber. If any
designated Timber is not cut and removed by PURCHASER during the term
of this Agreement, PURCHASER specifically agrees to pay as liquidated
damages to SELLER ____% of the value of the uncut Timber remaining on
the Property at the expiration of this Agreement. The volume and value
of the remaining Timber shall be determined by SELLER. Any disputes
regarding SELLER's determinations shall be resolved pursuant to
Paragraph 24.
d. PURCHASER agrees to cut all trees as close to the ground as
practicable.
e. PURCHASER agrees to exercise all possible precautions against forest
fires, to notify SELLER of any, to notify SELLER and the appropriate
authorities of any fires that may occur or threaten the Property, and
to cooperate in the extinguishment of any such fires. In the event
that any such fires are caused by PURCHASER, its agents, employees, or
contractors, PURCHASER shall be liable for the all damages arising
therefrom.
f. PURCHASER shall use all reasonable care in its operations hereunder so
as not to materially damage the Property by logging when the site is
abnormally wet.
g. All mobile equipment which is serviced on the Property must be
serviced away from streams, ditches, or drainages. Oil or other
potential contaminants that are being removed during the servicing
process must be contained and disposed of properly.
h. All refuse generated during operations on the Property, including, but
not limited to, lunch or snack containers, paper, cans, oil cans,
bottles, filters, tires, and discarded equipment, must be disposed of
properly.
i. PURCHASER shall repair all fences, roads or structures damaged by its
logging operations and leave all roads, fire breaks, property lines,
running streams, and drainage ditches clear of logs, timber, limbs, or
debris, and if the repairs are not made or if the debris is not
removed and cleared promptly after notice from SELLER, SELLER may
undertake such repair or removal for PURCHASER's account, and
PURCHASER shall be liable to SELLER for any expense incurred in
repairing or removing same.
9. Access. PURCHASER shall have the non-exclusive right to use SELLER's
private roads on the Property. New roads will not be constructed without
prior written approval of SELLER as to location. Any new roads shall be
constructed, maintained and left in a condition that meets State BMPs. All
roads, skid trails and drains shall be maintained in good condition and
kept open and passable, shall be waterbarred, and shall be left in as good
condition and repair as now exists upon completion of logging. SELLER shall
have no responsibility to obtain other rights-of-way across lands of other
owners.
10. Warranty of Title. SELLER warrants specially the title to the Timber and
agrees to defend said title against the lawful claims of all persons
claiming by, through or under SELLER. SELLER's liability under such
warranty shall be limited to the return of the purchase price, or
proportionate part thereof in case of partial failure of title, without
interest or penalty.
11. Endangered Species. In the event any threatened or endangered species are
discovered on the Property during the course of operations allowed by this
Agreement, or in the event PURCHASER learns that its activities might
otherwise constitute a violation of the Endangered Species Act, PURCHASER
shall immediately cease cutting operations and notify SELLER and any
appropriate regulatory agency. In the case of such discovery of a
threatened or endangered species, the volume of Timber which remains uncut
for the protection of the threatened or endangered species shall be deleted
and removed from this Agreement and the sums to be paid by PURCHASER shall
be adjusted accordingly.
12. Compliance with Law. PURCHASER shall at all times comply with all
applicable federal, state, and local laws and regulations in the
performance hereof. PURCHASER agrees that PURCHASER and PURCHASER's
employees, representatives and agents will comply with OSHA safety
regulations by wearing proper safety equipment while on the Property.
PURCHASER shall obtain all permits, public approvals or licenses
necessary for the performance of this Agreement.
13. Timber Salvage. In the event that the quality or product composition
of the Timber is altered through physical damage to the Timber due to
reasons beyond the control of PURCHASER, including but not limited to
fire, insects, or wind, PURCHASER upon notification by SELLER shall
immediately attempt to salvage said damaged Timber if reasonably
possible, and the purchase price thereof shall be adjusted by SELLER
to reflect the salvage value of the Timber.
14. Indemnification. SELLER shall in no way be liable or responsible for
any injury or damage done or occasioned by the actions or operations
of PURCHASER or its subcontractors under this Agreement, and PURCHASER
binds and obligates itself to pay and satisfy any and all claims
arising on account of its operations hereunder, whether the same be
injuries to its employees or other persons or damage to any type of
property, including any negligence or fault, whether active or
passive, on the part of SELLER which constitutes a concurring cause of
injuries or damages sustained except when caused by the sole
negligence of SELLER and PURCHASER agrees to and by these presents
does indemnify and hold harmless SELLER on account of any such claims,
liabilities, court costs, attorneys' fees and expenses incident
thereto. As to any claim made by SELLER hereunder, PURCHASER expressly
waives any insulation from liability or immunity from suit with
respect to injuries to employees of PURCHASER which may be extended to
PURCHASER under any applicable workers' compensation statute. In
executing this Agreement, PURCHASER expressly agrees to the above
indemnity provisions and states that PURCHASER intends to specifically
bind itself to indemnify SELLER in every instance set forth above. For
purposes of this paragraph, SELLER shall be defined to include SELLER,
its subsidiaries, affiliates and related companies and their
respective officers, directors, agents and employees. To the extent
that any of the obligations imposed by this paragraph shall not be
enforceable under applicable law it is the intent of the parties that
the provisions of this paragraph shall be construed to impose only
such obligations on PURCHASER and SELLER as shall be enforceable under
applicable law.
15. Insurance.
a. During the performance of this Agreement, PURCHASER shall
maintain and keep in force, at its own expense, the following
insurance coverages and minimum limits:
i) Commercial General Liability Insurance, covering claims for
bodily injury, death and property damage, including
Comprehensive
Form, Premises and Operations, Independent Contractors,
Products and Completed Operations, Personal Injury,
Contractual, and Broadform Property Damage liability
coverages, with minimum limits of $500,000 for bodily
injury, death and property damage each or per occurrence and
$1,000,000 general aggregate.
ii) Comprehensive Automobile Liability Insurance covering owned,
non-owned, hired and other vehicles, with minimum limits of
$500,000 for bodily injury, death and property damage per
occurrence.
b. All such policies of insurance shall provide the same shall not
be canceled nor the coverage modified nor the limits changed
without first giving thirty (30) days' prior written notice
thereof to SELLER. No such cancellation, modification or change
shall affect PURCHASER's obligation to maintain the insurance
coverages required by this Agreement. SELLER shall be named as an
Additional Insured on all such required policies. All liability
insurance policies shall be written on an "occurrence" policy
form and by insurance companies acceptable to SELLER. PURCHASER
shall be responsible for payment of any and all deductibles from
insured claims under its policies. The coverage afforded under
any insurance policy obtained by PURCHASER pursuant to this
Paragraph shall be primary coverage regardless of whether or not
SELLER has similar coverage. PURCHASER shall not perform any work
under this Agreement unless and until evidence of such insurance,
including renewals thereof, has been delivered to and approved by
SELLER. PURCHASER shall not self-insure any of the insurance
coverages required by this Agreement without the prior written
consent of SELLER. The minimum limits of coverage required by
this Agreement may be satisfied by a combination of primary and
excess or umbrella insurance policies. The maintenance of this
insurance shall not in any way operate to limit the liability of
PURCHASER to SELLER under this Agreement.
16. Default. Should PURCHASER default in the performance or observance of
any of the terms and conditions hereunder, and such default not be
remedied by PURCHASER within two (2) days after notice and demand for
its remedy given by SELLER, SELLER shall have the right, at SELLER's
option, to declare this Agreement and all of PURCHASER's rights
hereunder forfeited to SELLER.
17. Reserved Rights.
a. SELLER reserves the right to enter the Property at any time for
the purpose of inspecting logging operations, making or
maintaining fire lines, or doing any other necessary forest
management work, including the carrying out of other xxxxx
operations which do not interfere with PURCHASER's operations
hereunder.
b. SELLER reserves the right to stop or interrupt PURCHASER's
operations hereunder when SELLER in its sole discretion deems
significant site damage or forest fires will likely result from
continued operations, provided that in the event such right is
exercised, the term of this Agreement may be extended by the
number of days that such stoppage or interruption continues upon
PURCHASER's request in writing for such extension.
c. SELLER reserves the right to make and execute any contracts with
reference to all oil, gas and other minerals in, on and under any
portion of the Property and the right to grant any and all
reasonable and necessary rights of ingress and egress for the
exploration, exploitation, production, transportation, removal or
handling of such oil, gas and all other minerals or mineral
products.
18. Alcoholic Beverages, Drugs and Firearms. PURCHASER hereby acknowledges
that SELLER has informed PURCHASER of its policies that being under
the influence of, bringing in, possessing, providing, manufacturing,
or other production of, buying, selling or using alcoholic beverages,
unauthorized drugs or controlled substances on the Property, and the
possession of firearms on the Property, are strictly prohibited.
PURCHASER understands and agrees that PURCHASER, its officers, agents
and employees will follow these policies during the term of this
Agreement. PURCHASER further agrees to report to the proper law
enforcement authorities or SELLER, either locally or anonymously to
the G-P Hotline at 0-000-000-0000, any observed or suspected marijuana
or other controlled substance growing or being manufactured on the
Property.
19. Security. PURCHASER agrees to modify its record keeping, inventory
control and/or asset security procedures to comply with any reasonable
requests of SELLER concerning wood flow management. Such measures may
include, but shall not be limited to, marking of trucks and trailers,
marking severed Timber and logs, maintaining daily truck logs and
utilizing load tickets.
20. Priority. The rights granted PURCHASER hereunder shall be subject to
any prior easement, servitude, right-of-way, lease, contract, deed, or
other written instrument, affecting the Property, or any conditions or
restrictions now of record or imposed by law.
21. Waiver. Any delay or failure by SELLER in the strict enforcement of
the provisions of this Agreement with respect to any default by
PURCHASER hereunder shall not constitute a waiver of SELLER's rights
respecting such default or any other default hereunder.
22. Independent Purchaser. PURCHASER is an independent purchaser of
timber. No relationship of employer-employee or master and servants is
intended, nor shall it be construed to exist between PURCHASER and
SELLER, nor between SELLER and any servant, agent, employee or
supplier of PURCHASER. PURCHASER shall select and pay its own
servants, agents, employees and
suppliers, and neither PURCHASER nor its servants, agents, employees
or suppliers shall be subject to any orders, supervision or control of
SELLER.
23. Taxes. Unless otherwise agreed, PURCHASER agrees to pay all severance
taxes upon Timber cut from the Property hereunder.
24. Dispute Resolution. In the event of any disputes, claims and other
matters in question between SELLER and PURCHASER arising out of the
terms and conditions of this Agreement and the performance of either
party hereunder, SELLER and PURCHASER agree to resolve such matter in
the following manner:
a. The parties shall attempt in good faith to resolve such matter
promptly by negotiation between senior executives who have
authority to settle the controversy and who do not have direct
responsibility for administration of this Agreement.
b. The disputing party shall give the other party written notice of
any dispute not resolved in the normal course of business. Within
fifteen (15) days after receipt of the notice, the receiving
party shall submit to the other a written response. The notice
and response shall include (a) a statement of each party's
position and a summary of the evidence and arguments supporting
its position, and (b) the name and title of the senior executive
who will represent that party. The senior executives shall meet
for negotiations at a mutually agreed time and place within
thirty (30) days of the date of the disputing party's notice and
thereafter as often as they reasonably deem necessary to exchange
relevant information and to attempt to resolve the dispute. All
reasonable requests for information made by one party to the
other will be honored. All negotiations pursuant to this clause
are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of
evidence.
c. If the matter has not been resolved within sixty (60) days of the
date of the disputing party's notice, or if the receiving party
will not meet within thirty (30) days, then said matter will be
settled by an arbitration board of three members, whose majority
decision shall be final and binding upon the parties hereto. One
member shall be selected by SELLER, one by PURCHASER, and the
third member shall be selected by the first two. The selection of
the arbitration panel shall be commenced not later than thirty
(30) days after either party has requested arbitration and
completed with due and reasonable diligence. Each party agrees to
be fully responsible for payment of the member chosen by it and
to be responsible for one-half (1/2) of the payments due to be
rendered to the third member.
d. All deadlines specified in this Paragraph may be extended by
mutual agreement. The procedures specified in this Paragraph
shall be the sole and exclusive procedures for the resolution of
disputes between the parties arising out of or relating to this
Agreement, but shall not prohibit
either party from enforcing the rights and obligations contained
in Paragraph 14, including filing suit in a court of competent
jurisdiction.
e. The period allowed herein for cutting and removal of Timber shall
be extended automatically for the number of days required to
complete the negotiation and/or arbitration of the dispute.
25. Damages. In no event shall SELLER be liable to PURCHASER for any
consequential, incidental, indirect or special damages arising out of
this Agreement or any breach thereof, including but not limited to
loss of use, lost profits or revenue, whether or not such loss or
damage is based on contract, warranty, negligence or otherwise.
26. Notices. Any notice required or permitted to be given hereunder shall
be deemed properly given on a date personally delivered by messenger
service, overnight courier service or telecopy (facsimile)
transmission, or three (3) days after same is deposited with the
United States Postal Service by registered or certified mail, postage
prepaid, return receipt requested, to the parties at the following
address or telecopy/facsimile numbers:
SELLER: NORTH AMERICAN TIMBER CORP.
d/b/a THE TIMBER COMPANY
{Enter Group Office Address}
{Enter City, State, Zip}
ATTN: {Enter TTC Designated Forester}
Telephone: {Enter Telephone Number}
Telecopier: {Enter Telecopier Number}
PURCHASER: {Enter PURCHASER's Name}
{Enter Street Address or PO Box}
{Enter City, State, Zip}
Telephone: {Enter Telephone Number}
Telecopier: {Enter Telecopier Number}
27. Assignment. PURCHASER shall not assign this Agreement or any rights
thereunder without the previous consent of SELLER in writing first
obtained and only then subject to the conditions and restrictions
contained herein. In the event of any such assignment, PURCHASER shall
in no way be released from the performance of its obligations
contained herein.
28. Memorandum of Timber Sale Agreement. SELLER and PURCHASER hereby agree
that this Agreement shall not be recorded; provided, however, that
SELLER, upon PURCHASER's request, shall execute a Memorandum of Timber
Sale Agreement substantially in the form of Exhibit "C" attached
hereto. Any cost of recording said Memorandum of Timber Sale Agreement
shall be paid by PURCHASER.
29. Entire Agreement. This instrument represents the entire agreement
between the parties and any alterations thereof or amendments thereto
shall be in writing and signed by all parties.
30. Special Provisions.
IN WITNESS WHEREOF, SELLER and PURCHASER have caused this Agreement to
be duly executed by authorized representatives, in duplicate originals, on this
the day and year first above written.
PURCHASER: SELLER:
{PURCHASER Name} North American Timber Corp. d/b/a
THE TIMBER COMPANY
By: _______________________________ By: _____________________________
Authorized Signature Authorized Signature
Name: _____________________________ Name: ___________________________
Print Name Print Name
Title: ____________________________ Title: __________________________
FEIN / SSN: _______________________ FEIN: ___________________________
EXHIBIT "C"
STATE OF ____________________ RECORDING MEMORANDUM
COUNTY OF ___________________ (TIMBER SALE AGREEMENT)
A NOTICE, given this ______ day of __________________, 19____, by NORTH
AMERICAN TIMBER CORP., a Delaware corporation, of _________________________,
___________________ (hereinafter referred to as "Seller").
W I T N E S S E T H:
1. Seller has entered into a Timber Sale Agreement with ____________ of
_______________ (hereinafter referred to as "Purchaser") dated
_______________, 19____, whereby Seller granted Purchaser the exclusive
right to the timber described therein and located upon certain lands
situated in _______________ County, __________, containing approximately
_________ acres, more or less, being more particularly described on Exhibit
"A" attached hereto and made a part hereof for all purposes.
2. Said Timber Sale Agreement covers all _______________ now standing or lying
on the above described premises.
3. Said Timber Sale Agreement is for the period beginning
____________________, 19____ and ending ____________________, 19___.
4. It is the purpose of this Memorandum to give record notice of said Timber
Sale Agreement.
5. All concerned parties may contact Seller at _________________ for more
information regarding said Timber Sale Agreement.
IN WITNESS WHEREOF, Seller has hereunto signed, sealed and delivered these
presents as of the day and year first above written.
Signed, sealed and delivered NORTH AMERICAN TIMBER CORP. in the presence of:
_________________________
By:_______________________________
_________________________ Its:
_______________________________
[Use appropriate witness blocks, acknowledgment or probate sections to comply
with recording requirements of specific state.]
37
Exhibit "D"
[LOGO OF THE TIMBER COMPANY] [LOGO]
DELIVERED SALES AGREEMENT
Sales Order No. ___________________
This will confirm the understanding that has been reached by NORTH AMERICAN
TIMBER CORP. (Seller) and {Buyer} (Buyer).
Buyer has agreed to purchase products from Seller to be delivered upon the
following conditions. (the agreed upon pay rates and deal specifications are
listed in the attached Exhibit A):
1. Tract Name(s) / Number (if applicable):
2. Buyer shall scale or weigh all wood and/or logs arriving at its plant and
furnish Seller with a copy of each scale ticket with weekly settlement.
3. Buyer shall pay Seller on a weekly basis for materials delivered the
previous week unless otherwise noted. Settlement will be mailed weekly to
the following address:
NORTH AMERICAN TIMBER CORP.
{Address}
{City/State/Zip}
4. Effective Date: Expiration Date: .
5. [_]Buyer [_]Seller agrees to pay severance tax (if applicable).
6. Seller shall not be liable to Buyer for special or incidental damages, lost
profits, or revenues or consequential damages arising out of or in
connection with this Agreement.
38
BUYER SELLER
{Buyer Name} NORTH AMERICAN TIMBER CORP.
-----------------------------------------
By: _____________________________________ By: ____________________________
Authorized Signature Authorized Signature
Name: ___________________________________ Name: __________________________
Print Name Print Name
Title: __________________________________ Title: _________________________
FEIN / SSN: ____________________
39
Exhibit A
Rate Schedule
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Destination Species/Product/Form/ Pay Pay lbs/ Deal Specification
Grade $/Unit UOM UOM (Top, Butt, Wt/Log)
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cord
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cord
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cord
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cord
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cord
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cord
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cord
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cord
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40
