ASSIGNMENT AND ASSUMPTION OF TIMBERLAND PURCHASE AND SALE AGREEMENT

Exhibit 10.6

ASSIGNMENT AND ASSUMPTION OF TIMBERLAND

PURCHASE AND SALE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF TIMBERLAND PURCHASE AND SALE AGREEMENT, dated as of June 29th, 2006, is made by and among XXXXXX FOREST MANAGEMENT, LTD., a New Hampshire corporation (“Xxxxxx”), ATLANTIC STAR FORESTRY LTD., a company incorporated under the laws of the Province of Nova Scotia (“Purchaser”), and NEENAH PAPER COMPANY OF CANADA (“Seller”).

W I T N E S S E T H:

WHEREAS, Xxxxxx and Seller are parties to a Timberland Purchase and Sale Agreement dated as of May 5, 2006 (the “Purchase Agreement”);

WHEREAS, pursuant to the Purchase Agreement, Xxxxxx has the right and obligation to purchase from Seller (along with other property) that certain property set forth on Schedule A hereto and located in the Province of Nova Scotia, Canada (the “Atlantic Property”), subject to the terms and conditions set forth in the Purchase Agreement;

WHEREAS, the Purchaser desires to purchase the Atlantic Property; and

WHEREAS, Xxxxxx is designating the Purchaser as assignee of its right to purchase the Atlantic Property, and all associated rights, and Purchaser is assuming the associated obligations, including payment of the associated portion of the Purchase Price (as defined in the Purchase Agreement) under the Purchase Agreement;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             Assignment/Assumption.

(a)           Xxxxxx hereby assigns to Purchaser its right under the Purchase Agreement to purchase the Atlantic Property, as well as all Associated Rights (as defined below).

(b)           Purchaser hereby accepts the foregoing assignment, and assumes all of the Associated Obligations (as defined below) under the Purchase Agreement.

(c)           For purposes hereof, “Associated Rights” means all of the rights of Xxxxxx under the Purchase Agreement to the extent that they arise out of or relate to the purchase of, or the right to purchase, the Atlantic Property.  Without limiting the foregoing, the Associated Rights include the benefit of all of the agreements, obligations, representations, warranties and covenants of Seller contained in the Purchase Agreement as they relate to the Atlantic Property.

(d)           For purposes hereof, “Associated Obligations” means all of the covenants, warranties and other obligations of Xxxxxx under the Purchase Agreement to the extent that they arise out of or relate to the purchase of the Atlantic Property.

2.             Release.  Seller hereby agrees to the assignment to Purchaser of the rights and obligations of Xxxxxx as the purchaser of the Atlantic Property under the Purchase Agreement, and releases Xxxxxx from its obligation to purchase the Atlantic Property, and all Associated Obligations, and acknowledges Xxxxxx shall have no further liability therefor.

3.             Miscellaneous.

(a)           Counterpart Execution.  This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which as so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.

(b)           Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia.

(c)           Notices. All notices, certificates, requests, demands, claims, and other communications hereunder shall be given in writing and shall be delivered personally (including by personal courier or delivery service) or sent by facsimile, telex or telegram or by the registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other addresses as the shall be specified by like notice):

If to Purchaser Xxxxxx Forest Management, Ltd.

or Xxxxxx: 000 Xxxxxx Xxxx
Xxxx, Xxx Xxxxxxxxx  00000
Attention:  Xxxxxx X. Xxxxxx
Facsimile No.:  (000) 000-0000

with copy to: Xxxxx, Xxxxxxxx & Xxxxxxx, LLP
Suite 3100 - Promenade II
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attention:  Xxxx X. Xxxxxxxx
Facsimile No.:  (000) 000-0000
Telephone No.  (000) 000-0000

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If to Seller: Neenah Paper Company of Canada
c/o Neenah Paper, Inc.
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx  00000
Attention:  Legal Department
Facsimile:  (000) 000-0000

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

		XXXXXX FOREST MANAGEMENT, LTD., a New Hampshire corporation
		By:		s/s Xxxxxx X Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		President and Chief Executive Officer
		ATLANTIC STAR FORESTRY LTD., a company incorporated under the laws of the Province of Nova Scotia
		By:		s/s Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		President

[Additional signatures appear on following page]

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[Signatures continued from the following page]

		NEENAH PAPER COMPANY OF CANADA
		By:		s/s Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		President

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Schedule A

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