Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety As promptly as practicable, but no later than sixty (9060) days following after the Closing Date, Seller shall prepare, or will cause to be prepared, prepared and deliver delivered to Purchaser Acquiror a statement (the “Closing Net Date Working Capital Statement”) which shall set setting forth a calculation of the Net Working Capital of the Newsprint Business and of Apache Company, on a consolidated basis, as of immediately prior to the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and ), which Closing Date Working Capital Statement shall be prepared in accordance with Seller’s past accounting methodsthe Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Date Working Capital Statement and will provide Seller and its Representatives access to all information, policiesrecords, practices data and procedures working papers (other than working papers of accountants that would require consent to provide), and in the same mannershall permit reasonable access to its officers, with consistent classification employees, agents, properties, offices, plants and estimation methodologyother facilities, books and records, as may be reasonably required in connection with the Financial Statements were prepared, except that preparation of the Excluded Assets Closing Date Working Capital Statement and the Newsprint Retained Obligations shall be excludedClosing Net Working Capital. The Closing Net Date Working Capital Statement may not shall be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallprepared in good faith and, within thirty (30) days after the delivery in respect of the Closing Net Working Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to itreview the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, complete records, data and working papers (other than working papers of accountants that would require consent to provide), and shall be permitted reasonable access to its review officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the analysis of the Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”). The Dispute Notice shall set forth Acquiror’s position as to the proper Closing Net Working Capital. Any items not set forth on the Dispute Notice shall be deemed agreed to by Acquiror. If no Dispute Notice is received by Seller prior to the last day of the Review Period, the Closing Date Working Capital Statement shall be deemed accepted by Acquiror, whereupon (i) the Closing Net Working Capital reflected on the Closing Net Date Working Capital Statement. If Purchaser wishes to dispute Statement shall be final, conclusive and binding on the Closing Parties and shall be deemed the “Final Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period ” and (ii) Acquiror or Seller, as the selection of the CPA Firmcase may be, Purchaser shall submit any unresolved elements of the Purchaser’s Objection will pay to the CPA Firm other Party the amount owing in writing (accordance with a copy to SellerSection 2.6(e), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) No later than ninety (90) days following the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, in good faith prepare and deliver to Purchaser Seller for its review a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its calculation of (i) the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time Purchase Price, (which shall be set forth separately for ii) each of the Newsprint Business Purchase Price Elements, together with reasonable supporting detail with respect to the calculation of such amounts and Apache, but as aggregated shall be referred to as (iii) the “specific amounts and items set forth in such Closing Net Working Capital”) Statement which differ from the items set forth in the Estimated Closing Statement and reasonable supporting documentation and calculations with respect thereto. The Closing Statement shall be prepared in accordance a manner consistent with Section 2.8(f). Purchaser and its accountants and financial and other advisors may make reasonable inquiries of Seller and/or Seller’s Representatives regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of Purchaser’s preparation of the Closing Statement and Seller shall, with Seller’s past accounting methodsinternal resources and personnel, policiesassist the Purchaser in such preparation. During such period, practices Seller shall provide Purchaser and procedures its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the books and records and Representatives of Seller to the extent such materials relate to the calculation of the Estimated Closing Statement or any components thereof. Seller shall cooperate in good faith and promptly respond to reasonable requests in accordance with this Section 2.8(a). (b) Seller and its accountants and financial and other advisors may make reasonable inquiries of Purchaser and/or Purchaser’s Representatives regarding questions concerning or disagreements with the Closing Statement arising in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations course of Seller’s review. Seller shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on Statement within forty-five (45) days after the Closing Net Working Capital Statementdelivery thereof to Seller. If Purchaser wishes to dispute the Closing Net Working CapitalDuring such review period, Purchaser shall notify provide Seller and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the premises, books and records and Representatives of the Business and Purchaser to the extent such materials relate to the calculation of the Closing Statement for the purpose of completing Seller’s review of the Closing Statement. Purchaser shall cooperate in writing good faith and promptly respond to reasonable requests in reasonable detail accordance with this Section 2.8(b). Promptly following completion of its review (but in no event later than the conclusion of the forty-five (45) day period), Seller may submit to Purchaser a letter regarding its concurrence or disagreement with the accuracy of the Closing Statement; provided, however, that any such letter must specify: (i) the items of the Closing Statement with which Seller disagrees; (ii) the adjustments that Seller proposes to be made to the Closing Statement (a “Disputed Item”); and (iii) the specific amount of such disagreement and any reason therefore (“Purchaser’s Objection”)reasonable supporting documentation and calculations thereof, setting forth in each case, to the extent known. If Seller does not deliver a specific description letter disagreeing with the accuracy of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or Statement before the last day conclusion of such thirty (30) day period, which Purchaser’s Objection may not the Closing Statement shall be amended by final, binding and conclusive upon the Parties, and Seller shall be deemed to have agreed with all items and amounts contained in the Closing Statement. If Seller does deliver such a letter, following such delivery, Seller and Purchaser after it is delivered shall attempt in good faith to Seller (except resolve promptly any disagreement as to withdraw the computation of any such Purchaser’s Objection)item in the Closing Statement. Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection as to which there is no disagreement shall be irrevocably deemed to be accepted by Purchaseragreed. Seller shall then have thirty If a resolution of such disagreement has not been effected within fifteen (3015) days to review and respond to Purchaser’s Objection. If (or longer, as mutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser are unable shall submit any Disputed Item to resolve all the Independent Accountant for determination. The determination of their disagreements the Independent Accountant, acting as an expert and not an arbitrator, with respect to the determination of the foregoing items any Disputed Item shall be completed within thirty (30) days following Seller’s receipt of Purchaser’s Objection submission of such Disputed Item to the Independent Accountant (or longer, as mutually agreed by the “Negotiation Period”Parties), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Sellerbe determined in accordance with this Agreement and shall be final, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both binding and conclusive upon Seller and Purchaser or if absent manifest error. The Independent Accountant shall adopt a position within the range of positions submitted by Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to any Disputed Item. The Independent Accountant shall not review any line items or make any determination with respect to any matter other than with respect to Disputed Items. Any fees and expenses relating to the remaining differences so submittedengagement of the Independent Accountant shall be borne pro rata by Purchaser, whether on the one hand, and Seller, on the other hand, in proportion to what extentthe difference between the Final Purchase Price and the Final Purchase Price that would have resulted from the use of the proposed calculations of one of the Parties. For example, if anythe Final Purchase Price that would have resulted based on the Closing Statement delivered by Purchaser pursuant to Section 2.8(a) was $5,000,000 less than the Final Purchase Price (as finally determined), but the Final Purchase Price that would have resulted based on the adjustments set forth in Seller’s Disputed Items delivered by Seller pursuant to Section 2.8(b) was $2,500,000 more than the Final Purchase Price (as finally determined), Purchaser will pay 2/3 of such fees and expenses, and Seller, will pay 1/3 of such fees and expenses. (c) Purchaser shall, if necessary, revise the Closing Statement to reflect the final determination of the Purchase Price in accordance with Section 2.8(b) (as adjusted, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:“Final Purchase Price”). (ad) Within ten (10) days Business Days after the determination of the Final Purchase Price, (i) if the Final Purchase Price exceeds the Estimated Purchase Price (the difference between the Final Purchase Price and the Estimated Purchase Price, the “Positive Amount”), then Purchaser and any applicable Subsidiary of Purchaser shall pay to Seller and each Selling Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule an amount equal to the Positive Amount or (ii) if the Estimated Purchase Price exceeds the Final Purchase Price (the difference between the Estimated Purchase Price and the Final Purchase Price, the “Negative Amount”), then Seller and each Selling Subsidiary shall pay to Purchaser and any applicable Subsidiary of Purchaser in accordance with the Worldwide Purchase Price Allocation Schedule an amount equal to the Negative Amount. In addition, within ten (10) Business Days after the later of (i) the end determination of the Negotiation Period Final Purchase Price and (ii) any such Liability becoming due and payable, Purchaser and any applicable Subsidiary of Purchaser shall pay to Seller (or its designee) any amounts included as current Liabilities in the selection Final Working Capital or as Closing Indebtedness, but, in each case, only to the extent such Liabilities or Indebtedness are not Assumed Liabilities. (e) Any payments to be made pursuant to Section 2.7(b) and Section 2.8(d) shall be made by wire transfer of immediately available funds to the accounts designated in writing by Purchaser or Seller, as the case may be no later than ten (10) Business Days following the determination of the CPA Firm, Purchaser shall submit any unresolved elements Final Purchase Price. (f) Each of the Purchaser’s Objection Estimated Closing Statement (including the Estimated Purchase Price and Estimated Purchase Price Elements) and the Closing Statement (including the Purchase Price and Purchase Price Elements) shall be prepared and calculated in accordance with the definitions of such terms contained in this Agreement and Schedule A. (g) Notwithstanding anything to the CPA Firm contrary contained herein, (i) in writing (with no event shall Purchaser be entitled to a copy purchase price adjustment pursuant to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection this Section 2.8 with respect to a Liability for which it is entitled to indemnification pursuant to the express terms of this Agreement and (ii) in no event shall any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission component of the unresolved elements Purchase Price include an amount for an item that is duplicative of another amount included elsewhere in the Purchase Price calculation (it being understood that any such item may be included in only one Purchase Price Element of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to PurchaserPurchase Price), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as reasonably practicable after the Closing Date, and in any event, within forty-five (45) days thereof, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its good faith calculation of (i) the Net Working Capital of the Newsprint Business Final Purchase Price and of Apache as of the Closing Time (which shall be set forth separately for ii) each of the Newsprint Business and ApacheFinal Purchase Price Elements, but as aggregated together with reasonable supporting detail with respect to the calculation of such amounts. The Closing Statement shall be referred prepared in a manner consistent with the terms of this Agreement, including Exhibit C attached hereto with respect to as the “Closing Net Working Capital. (b) After receipt of the Closing Statement from Seller, Buyer shall have sixty (60) days to review the Closing Statement (the “Review Period”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded). The Closing Net Working Capital Statement may shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Seller in writing prior to the expiration of the Review Period of any dispute or objection thereto (any such written dispute or objection, the “Objection”), with reasonable supporting detail as to any such Objection. Any items not disputed or objected to in an Objection shall be amended deemed to have been accepted by Buyer. If no Objection is delivered by Buyer to Seller prior to the expiration of the Review Period or Buyer otherwise earlier notifies Seller in writing that Buyer has no disputes or objections to the Closing Statement, then the Closing Statement shall be deemed to have been accepted by Seller after it is delivered to Purchaser. 1.9.2 Purchaser and Buyer and shall become final and binding upon Seller and Buyer. Seller and Buyer shall, within thirty (30) days after the (or such longer period as Seller and Buyer may agree in writing) following delivery of an Objection to Seller (the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s ObjectionResolution Period”), setting forth a specific description attempt in good faith to resolve their differences, all such discussions and communications related thereto shall (unless otherwise agreed in writing by Seller and Buyer) be governed by Rule 408 of the basis Federal Rules of Purchaser’s Objection Evidence and any applicable similar state rule, and any written agreement by them as to any disputed amounts shall be final, binding and conclusive. Any items agreed to by Seller and Buyer in writing, together with any items not disputed or objected to by Seller in an Objection, are collectively referred to herein as the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection“Resolved Matters”). Any items Resolved Matters shall be final and binding on Seller and Buyer, except to the extent such component could be affected by other components of the calculations set forth in the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty Statement that are the subject of an Objection. (30c) days to review and respond to Purchaser’s Objection. If If, at the end of the Resolution Period, Seller and Purchaser are Buyer have been unable to resolve in writing all of their disagreements differences that they may have with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection matters specified in any Objections, either Seller or Buyer may refer all matters that remain in dispute with respect to any Objections (the “Negotiation PeriodUnresolved Matters”)) to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or if such firm is unable or unwilling to accept such engagement, they shall refer their remaining differences to a mutually agreeable an internationally recognized independent public accounting firm of national recognition (other than an independent accounting firm utilized jointly selected by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or Buyer or, if Seller and Purchaser Buyer are unable to agree as to within five (5) Business Days from the end of the Resolution Period, then such third party internationally recognized independent public accounting firm jointly selected by Seller’s and Buyer’s independent accountants within ten five (105) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association Business Days thereafter) (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”). Seller and Buyer each agree to promptly sign an engagement letter, who shall determinein commercially reasonable form, as may reasonably be required by the CPA Firm, and to the extent necessary, each of Seller and Buyer will waive and cause its controlling Affiliates to waive any conflicts with, the CPA Firm at the time any Unresolved Matters are submitted to the CPA Firm. The CPA Firm shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of this Agreement, and only with respect to the remaining differences Unresolved Matters so submitted, whether and to what extent, if any, extent the Closing Net Working Capital Statement requires adjustment. The procedure Seller and schedule under Buyer shall request the CPA Firm to use its reasonable best efforts to (i) render its final written determination within thirty (30) days after such firm’s engagement, and (ii) prepare the Final Closing Statement (which any dispute shall be submitted to consistent with the Resolved Matters and the final determination of the CPA Firm of the Unresolved Matters). The final written determination of the CPA Firm shall be as follows: (a) Within ten (10) days after based only on the later written submissions by Seller and Buyer, and shall be made in strict accordance with the terms of (i) the end this Agreement, without regard to principles of the Negotiation Period and (ii) the selection of equity. With respect to each Unresolved Matter, the CPA Firm’s determination, Purchaser if not in accordance with the position of either Seller or Buyer, shall submit any unresolved elements not be in excess of the Purchaser’s Objection to higher, nor less than the CPA Firm in writing (with a copy to Seller)lower, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection amounts advocated by Seller and Buyer with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliesthereto. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its Firm’s final written determination to Purchaser shall be conclusive and binding upon Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred and Buyer, absent manifest error. Seller and Buyer shall, and their own expense, make reasonably available to the CPA Firm, or such longer period upon the CPA’s Firm’s request, all relevant books and records, any workpapers (including those of time as Seller’s and Buyer’s respective accountants) and supporting documentation relating to the Closing Statement and all other items reasonably requested by the CPA Firm determines is necessary(provided, that they shall contemporaneously provide a copy to the other party of any materials requested by, and provided to, the CPA Firm). None of Seller, Buyer or any of their respective Affiliates shall have any ex parte communications or meetings with the CPA Firm regarding the subject matter hereof without the other party’s prior written consent. The CPA Firm shall also determine the proportion of its fees and expenses to be paid by each of Seller and Buyer based on the degree (as determined by the CPA Firm) to which the CPA Firm has accepted the positions of Seller and Buyer.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As soon as practicable (but in any event within sixty (60) days) after the Closing, Buyer will prepare and deliver to Seller a certificate (the “Buyer Closing Statement”) that sets forth Buyer’s detailed, good faith determination of Inventory, Deposits and the Purchase Price. Seller and its Representatives will provide Buyer and its Representatives with reasonable access to Seller’s respective books and records, personnel and properties and any other information of Seller that Buyer reasonably requests in connection with Buyer’s preparation of the Buyer Closing Statement. (b) Seller will have forty-five (45) days after its receipt of the Buyer Closing Statement to review it. To the extent reasonably required to complete their review of the Buyer Closing Statement, Seller and its Representatives will be provided with reasonable access to the books, records and working papers of Buyer used to prepare the Buyer Closing Statement, Buyer’s finance personnel and any other information of the Business that the Seller reasonably requests relating to the determination of Purchase Price, and Buyer shall cooperate with the Seller and their Representatives in connection therewith. Seller will deliver notice to Buyer on or prior to the forty fifth (45th) day after receipt of the Buyer Closing Statement specifying in reasonable detail all disputed items and the basis therefor. If Seller fails to deliver such notice in such forty fifth (45th) day period, Seller will have waived its right to contest the Buyer Closing Statement. If Seller notifies Buyer of any objections to the Buyer Closing Statement in such 45-day period, Seller and Buyer will, within forty-five (45) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement. (c) If at the conclusion of the Resolution Period, Buyer and Seller have not reached an agreement on any objections with respect to the Buyer Closing Net Working Capital Statement, then all amounts and issues remaining in dispute will be submitted by Seller and Buyer to a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm recognized nationally or in Pennsylvania (the “Independent Expert”) (which shall set forth appointment will be made no later than five (5) Business Days after the Net Working Capital end of the Newsprint Business Resolution Period) (provided, that if the Independent Expert does not accept its appointment or Buyer and of Apache as of Seller cannot agree on the Closing Time Independent Expert, in either case within fifteen (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (3015) days after the delivery end of the Closing Net Working Capital Statement Resolution Period, either Buyer or Seller may require, by written notice to itthe other, complete its review that the Independent Expert be selected by the Philadelphia Regional Office of the Closing Net Working Capital reflected on American Arbitration Association in accordance with the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description procedures of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s ObjectionAmerican Arbitration Association). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Each of Seller and Purchaser are unable Buyer agrees to resolve all of their disagreements execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination of to be made by the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller Independent Expert. All fees and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect expenses relating to the remaining differences so submitted, whether and to what extentwork, if any, to be performed by the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall Independent Expert will be borne by (i) Buyer in the proportion that the aggregate dollar amount of the disputed items submitted to the CPA Firm shall Independent Expert by Buyer that are unsuccessfully disputed by Buyer (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller, and (ii) Seller in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Expert by Seller that are unsuccessfully disputed by Seller (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Expert will be as follows: (a) Within ten (10) days after borne by the later of (i) party incurring such cost and expense. The Independent Expert will determine only those issues still in dispute at the end of the Negotiation Resolution Period and (ii) the selection Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection Independent Expert will be based solely on presentations with respect to such disputed items by Buyer and Seller to the Independent Expert and not on the Independent Expert’s independent review. Each of Seller and Buyer will use its reasonable best efforts to make its respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such party will be entitled, as part of its presentation, to respond to the presentation of the other party and any unresolved element questions and requests of the Independent Expert. In deciding any matter, the Independent Expert (A) will be bound by the provisions of this Section 2.8(c) and (B) may not assign a value to which any item greater than the greatest value for such failure relates. item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. Seller and Buyer will request that the Independent Expert’s determination be made within forty-five (b) Within fifteen (1545) days following Purchaser’s submission of after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to Seller and Buyer and will be final, conclusive, non-appealable and binding for all purposes hereunder. The term “Final Statement” will mean a statement setting forth the unresolved elements of the Purchaser’s Objection definitive Purchase Price as specified in sub-clause (a) above, Seller shall submit its response agreed to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller and Buyer in accordance with respect to any unresolved elements to which such failure relatesSection 2.8(c) or the definitive Purchase Price resulting from the determination made by the Independent Expert in accordance with this Section 2.8(d). (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within No later than ninety (90) days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Final Closing Net Working Capital Statement”) which shall set forth the Net Working Capital consisting of the Newsprint Business and of Apache Buyer’s good faith estimate in reasonable detail (and, in each case, determined as of the Closing Calculation Time (which shall be set forth separately for each of without giving effect to the Newsprint Business and Apache, but as aggregated shall be referred transactions contemplated by this Agreement to as take place at the “Closing Net Working Capital”Closing) and shall be prepared in accordance with Sellerthe Accounting Principles, (i) the Closing Balance Sheet, (ii) the Closing Cash, (iii) the Closing Working Capital, (iv) the Closing Working Capital Excess Amount (if any), (v) the Closing Working Capital Deficiency Amount (if any), and (vi) the Cash Consideration. During the forty-five (45) day period following Buyer’s past accounting methodsdelivery of the Final Closing Statement, policiesSeller shall have, practices for the purposes of evaluating the Final Closing Statement, reasonable access (A) to the appropriate books and procedures records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the same mannerpreparation of the Final Closing Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with consistent classification and estimation methodology, as the Financial Statements were prepared, except that review or analysis of the Excluded Assets Final Closing Statement. The Final Closing Statement and the Newsprint Retained Obligations Cash Consideration set forth therein shall be excluded. The Closing Net Working Capital Statement may not be amended final and binding upon the Parties, and deemed accepted by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallSeller, unless within thirty forty-five (3045) days after the delivery of the Closing Net Working Capital Statement to itSeller’s receipt thereof, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth provides Buyer with a specific description of the basis of Purchaser’s written Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements Notice with respect to the determination of the foregoing items within thirty Final Closing Statement (30) days following Seller’s receipt of Purchaser’s an “Objection (the “Negotiation PeriodNotice”), they . The Objection Notice shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate specify in reasonable detail each item on the Final Closing Statement that Seller disputes and the nature of any of objection so asserted and shall be limited to disputes or objections based on mathematical errors or based on Cash Consideration not being calculated in accordance with this Agreement (including, without limitation, not being calculated in accordance with the foregoing within Accounting Principles). Seller shall be deemed to have agreed with all amounts and items contained in the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect Final Closing Statement to the remaining differences so submittedextent such amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute raised therein shall be submitted resolved pursuant to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm procedures set forth in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesSection 1.11. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable, but no later than 75 days following after the Closing Date, Seller Buyer shall prepare, prepare and deliver or cause to be prepared, prepared and deliver delivered to Purchaser the Seller Representative a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description Buyer's reasonable and good faith calculation of the basis of Purchaser’s Objection and the adjustments to (i) the Closing Net Working Capital that Purchaser believes should be madeCash, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if anyIndebtedness, the Closing Net Working Capital requires adjustmentAdjustment, and the Closing Unpaid Transaction Expenses and (ii) using the amounts referred to in the preceding clause (i), the resulting Purchase Price, with each of the foregoing prepared in good faith in accordance with the terms of this Agreement, along with reasonable supporting information used by the Buyer in the preparation of the Closing Statement. (b) If Buyer fails to timely deliver the Closing Statement in accordance with Section 2.05(a), then, at the Seller Representative’s election, either (i) the Estimated Closing Statement, including the Company’s calculation of the Purchase Price set forth therein, shall be final and binding upon Buyer and the Sellers or (ii) the Seller Representative shall submit the Estimated Closing Statement to the Accounting Referee, together with a notice specifying those items or amounts therein as to which the Seller Representative believes in good faith are no longer correct in light of information learned after submission of the Estimated Closing Statement based on appropriate supporting documentation and the Seller Representative’s resulting calculation of the Purchase Price, and shall cause the Accounting Referee to promptly review this Agreement and such items or amounts for the purpose of calculating the Purchase Price. The procedure Accounting Referee’s review and schedule under which any dispute report pursuant to the immediately preceding clause (ii) shall be submitted performed in accordance with the applicable provisions of Section 2.05(e), mutatis mutandis, except that the Accounting Referee’s review shall be limited to those items or amounts specified in the Seller Representative’s notice delivered pursuant to the CPA Firm immediately preceding clause (ii), and shall be based solely on written materials, presentations and arguments submitted and/or made by the Seller Representative (which shall promptly be made available to Buyer, as follows:well as any written materials, presentations and arguments submitted and / or made by Buyer (which shall be promptly made available to Seller Representative)). (ac) Within ten (10) If Buyer timely delivers the Closing Statement in accordance with Section 2.05(a), and the Seller Representative disagrees with ▇▇▇▇▇'s calculation of the Purchase Price set forth in the Closing Statement, the Seller Representative may, within 45 days after receipt of the later Closing Statement, deliver written notice (a “Notice of Disagreement”) to Buyer disagreeing with ▇▇▇▇▇'s calculation of the Purchase Price set forth in the Closing Statement, and specifying, in reasonable detail the Seller Representative's calculation of the Purchase Price. If the Seller Representative does not deliver a Notice of Disagreement within such 45-day period, then the parties agree that the Closing Statement delivered by Buyer shall become final and binding on the parties hereto. (d) Any Notice of Disagreement shall specify those items or amounts as to which the Seller Representative disagrees (each, a “Disputed Matter”), and the Seller Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement. Buyer and the Seller Representative shall, within three Business Days after delivery of the Notice of Disagreement, deliver to the Escrow Agent irrevocable instructions giving effect to any payments or releases provided for by Section 2.05(h) or Section 2.05(i) in accordance with the terms of the Escrow Agreement, solely to the extent applicable in light of the extent to which the Seller Representative has agreed with Buyer's calculation of the Purchase Price set forth in the Closing Statement (it being understood and agreed that, for the avoidance of doubt, the amount remaining in the General PPA Escrow Account following any such payments or releases shall be equal to the lesser of (i) the end difference between the Seller Representative's calculation of the Negotiation Period Purchase Price set forth in the Notice of Disagreement and Buyer's calculation of the Purchase Price set forth in the Closing Statement and (ii) the selection of amount in the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to SellerGeneral PPA Escrow Account), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (be) Within fifteen If the Seller Representative delivers a Notice of Disagreement, Buyer and the Seller Representative shall, during the 15 days after delivery thereof, use their commercially reasonable efforts to reach agreement on the Disputed Matters in order to determine the Purchase Price, which amount shall not be more than the Purchase Price set forth in the Notice of Disagreement nor less than the Purchase Price set forth in the Closing Statement. If Buyer and the Seller Representative are unable to reach agreement as to the Purchase Price during such period, either such party may thereafter cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unwilling or unable to serve in such capacity, another independent accounting firm of nationally recognized standing reasonably satisfactory to Buyer and the Seller Representative (15which shall not have any material relationship with Buyer, the Sellers or any of their respective Affiliates) days following Purchaser’s submission (the “Accounting Referee”), to promptly review this Agreement and the Disputed Matters for the purpose of calculating the Purchase Price. In making such calculation, the Accounting Referee shall be bound by the terms of this Agreement, including the definitions of the unresolved elements Closing Cash, the Closing Indebtedness, the Closing Net Working Capital Adjustment, the Closing Unpaid Transaction Expenses and the Purchase Price, and the terms of this Section 2.05(e), shall consider only the Disputed Matters and shall not assign a value to any Disputed Matter greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any party, in each case as set forth in the Closing Statement or the Notice of Disagreement, as applicable, absent fraud or manifest error. The Accounting Referee's determination of any Disputed Matter shall be based solely on written materials, presentations and arguments submitted and/or made by ▇▇▇▇▇ and the Seller Representative (i.e., shall not be based on an independent review). The Accounting Referee shall deliver to Buyer and the Seller Representative, as promptly as practicable, a report setting forth its calculation of the Purchaser’s Objection as specified Disputed Matters and the Purchase Price. Such report shall be final and binding upon Buyer and the Sellers. The fees, costs and expenses of the Accounting Referee pursuant to this Section 2.05 shall be borne by ▇▇▇▇▇, on the one hand, and the Sellers, on the other hand, in sub-clause (a) above, Seller shall submit its response proportion to the CPA Firm final allocation made by the Accounting Referee of the Disputed Matters weighted in writing relation to the claims made by the Sellers and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Sellers claim that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Accounting Referee ultimately resolves the Disputed Matters by awarding to the Sellers $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Referee shall be allocated thirty percent (30%) (i.e., 300 divided by 1,000) to Buyer and seventy percent (70%) (i.e., 700 divided by 1,000) to the Sellers. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with a copy to Purchaser), supported resolving any Disputed Matter before the Accounting Referee shall be borne by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which the party incurring such failure relatescost or expense. (cf) The CPA Firm shall deliver For the purpose of complying with the terms set forth in Section 2.05(a) and Section 2.05(e), each of Buyer and the Seller Representative agrees that it shall, and agrees to use reasonable best efforts to cause their respective Representatives and, in the case of Buyer, the Surviving Company and its written determination Subsidiaries to, cooperate with and make available to Purchaser each other and Seller no later than their respective Representatives all information books, records, data, work papers (subject to execution of customary access letters) and personnel during normal business hours, as may be reasonably requested in connection with the thirtieth (30th) day after preparation and review of the remaining differences underlying Purchaser’s Objection are referred to Closing Statement and the CPA Firm, or such longer period resolution of time as the CPA Firm determines is necessaryany disputes thereunder.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Purchaser shall, within sixty (60) days following after the Closing Date, Seller shall prepare, or cause to be prepared, deliver a calculation setting forth Purchaser’s calculation of the Closing RMR and deliver to Purchaser a statement the Purchase Price (the “Closing Net Working Capital Statement”) ), which calculation shall set forth the Net Working Capital of the Newsprint Business and of Apache as of which Pending Terminating Customers are included or excluded from the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) RMR and shall be prepared by Purchaser in accordance good faith based upon the books and records of the Business. Any such Closing Statement shall specify those items or amounts set forth in the Preliminary Closing Statement as to which Purchaser disagrees and Purchaser shall be deemed to have agreed with all other items and amounts contained in the final Preliminary Closing Statement delivered pursuant to Section 3.1(b). If Purchaser does not deliver the Closing Statement within the sixty (60) day period specified in the first sentence of this Section 3.3(a), then Purchaser (i) shall be deemed to have agreed to the Preliminary Closing Statement and the Estimated Closing RMR and (ii) shall be deemed to have agreed to the inclusion of the RMR attributable to each Pending Terminating Customer in the calculation of Closing RMR and Purchase Price and such RMR attributable thereto shall be included in the final Purchase Price calculated pursuant to this Section 3.3. Within the sixty (60) day period after the Closing Date, Purchaser shall use commercially reasonable efforts to obtain confirmation, whether orally or in writing, from each Pending Terminating Customer that such Pending Terminating Customer no longer intends to terminate its respective Customer Contract. For the avoidance of doubt, any such Customer that so confirms shall be considered a Customer and the RMR attributable to such Customer shall be included in the Closing RMR. Purchaser shall record any and all calls with Pending Terminating Customers during such sixty (60) day period and, upon Seller’s past accounting methodsrequest, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered make such recordings available to PurchaserSeller. 1.9.2 Purchaser shall, within (b) During the thirty (30) days after the day period following delivery of the Closing Net Working Capital Statement Statement, Purchaser and Seller shall seek in good faith to it, complete its review of resolve in writing any differences which they may have with respect to the matters specified in the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes and Seller, notwithstanding such good faith efforts, fail to dispute resolve any such differences they may have with respect to the matters specified in the Closing Net Working CapitalStatement, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of then at the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day end of such thirty (30) day period, which Purchaser’s Objection either Purchaser or Seller may not be amended by Purchaser after it is delivered submit such dispute to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Firm for resolution of all matters that remain in dispute and that were included in the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed Statement. In the event such dispute is referred to be accepted by Purchaser. the Firm for resolution, Purchaser and Seller shall then have take all actions reasonably requested by the Firm in connection with such resolution, including submitting written claims to the Firm, if so requested, and the Firm shall make a final determination of the Closing RMR and the Purchase Price in accordance with the terms of this Agreement (with it being understood that Purchaser and Seller shall request that the Firm deliver to Purchaser and Seller its resolution in writing no later than thirty (30) days to review and respond to Purchaser’s Objectionafter its engagement). If Seller and Purchaser are unable to resolve all of their disagreements with respect to the The Firm shall make a determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submittedmatters still in dispute and, whether and with respect to what extenteach such matter, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute its determination shall be submitted to within the CPA range of the dispute between Purchaser and Seller. Neither Purchaser nor Seller (and none of their respective Representatives) shall have any ex parte conversations or meetings with the Firm shall be as follows: (a) Within ten (10) days after without the later prior written consent of (i) the end of the Negotiation Period with respect to Seller and its Representatives, Purchaser and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to Purchaser and its Representatives, Seller. In making its determination, the Firm shall be functioning as an expert and not as an arbitrator. The Firm’s determination shall be based solely on written materials submitted by Purchaser and Seller (i.e., not on independent review) and on the definitions of “Closing Date Cash Payment,” “Closing RMR,” “Estimated Closing RMR,” “Estimated Purchase Price,” “Pending Terminating Customers,” “Purchase Price,” “RMR,” and all related definitions included herein and the other provisions of this Agreement. All determinations made by the Firm shall be final, conclusive and binding on the Parties. Any Party may seek to have a judgment entered to enforce the determinations of the Firm in any unresolved element to court having jurisdiction over the Party against which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response determinations are to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbe enforced. (c) The CPA fees, costs and expenses of the Firm shall deliver its written determination to be allocated equally between Purchaser and Seller Seller. (d) If the Purchase Price as finally determined pursuant to this Section 3.3 (the “Final Purchase Price”) is greater than the Estimated Purchase Price set forth on the Preliminary Closing Statement, as the same may be updated pursuant to Section 3.1(b) (such difference, the “Underpayment”), then, no later than the thirtieth three (30th3) day Business Days after the remaining differences underlying Purchaser’s Objection are referred date on which the Final Purchase Price is so determined, Purchaser shall pay to the CPA FirmSeller or its designees, by wire transfer of immediately available funds to an account or accounts specified by Seller, an amount equal to such longer period of time as the CPA Firm determines is necessaryUnderpayment.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As soon as practicable, but no later than forty-five (45) calendar days following after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis. (b) After receipt of the Closing Statement, Griffon will have forty-five (45) calendar days to review the Closing Statement (the “Review Period”); provided, however, without limiting any other remedies Griffon may have for breach of Section 2.7(e), if Griffon provides written notice to Buyer of information requests pursuant to Section 2.7(e) on or prior to the tenth (10th) calendar day after receipt of the Closing Statement (each such notice, an “Information Notice”), the Review Period shall preparein no event expire prior to fifteen (15) calendar days after delivery of all of the information set forth in each Information Notice to which Griffon is entitled pursuant to Section 2.7(e). Unless Griffon delivers written notice (which notice shall include the items and amounts in dispute and supporting documentation related thereto (each such item, a “Disputed Item”)) to Buyer on or prior to the end of the Review Period, the Sellers will be deemed to have accepted and agreed to the Closing Statement and such statement (and the calculations contained therein) will be final, binding and conclusive. If Griffon notifies Buyer of Disputed Items within the Review Period, Buyer and Griffon shall, during the thirty (30) calendar days following delivery of such notice by Griffon to Buyer (or such longer period as they may mutually agree in writing) (the “Resolution Period”), attempt in good faith to resolve their differences with respect to Disputed Items, and all other items (and all calculations relating thereto) will be final, binding and conclusive. Any resolution by Buyer and Griffon during the Resolution Period as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (c) If Buyer and Griffon do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted to the Neutral Firm. The Neutral Firm shall act as an expert and not an arbitrator to determine only those Disputed Items remaining in dispute, consistent with this Section 2.7(c), and shall request that a written statement from Buyer and Griffon regarding such Disputed Items be submitted to the Neutral Firm (with a copy provided concurrently to the other party). The parties agree not to engage in any ex parte communication with the Neutral Firm, with the exception of the written statement referenced in the immediately preceding sentence and responses to questions asked by the Neutral Firm. The scope of the disputes to be arbitrated by the Neutral Firm is limited solely to the Disputed Items, and the Neutral Firm is not to make any other determination, including not making any determination as to whether the Target Net Working Capital is correct or appropriate. In resolving each Disputed Item, the Neutral Firm shall be bound by the principles set forth in this Section 2.7(c) and may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party. The parties hereto further agree that the adjustment contemplated by this Section 2.7(c) is intended to show the change between the Estimated Net Working Capital and the Final Net Working Capital, the change between the Estimated Funded Indebtedness and the Final Funded Indebtedness, the change between the Estimated Closing Date Cash and the Final Closing Date Cash and the change between the Estimated Transaction Related Expenses and the Final Transaction Related Expenses, and that such changes can only be measured if each calculation is done in a manner consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof. All fees and expenses relating to the work, if any, to be performed by the Neutral Firm will be allocated between Buyer and the Sellers in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Firm that is unsuccessfully disputed by each such party (as finally determined by the Neutral Firm) bears to the total amount of such Disputed Items so submitted. The Neutral Firm will deliver to Buyer and Griffon a written determination (such determination to include a work sheet setting forth all material calculations and corresponding explanations used in arriving at such determination and to be based solely on information provided to the Neutral Firm by Griffon and Buyer) of the Disputed Items submitted to the Neutral Firm within thirty (30) calendar days of receipt of such Disputed Items, which determination will be final, binding and conclusive. The final, binding and conclusive Closing Statement will be based either upon agreement by Buyer and Griffon, or deemed agreement by Buyer and Griffon in accordance with this Section 2.7(c), or the written determination delivered by the Neutral Firm in accordance with this Section 2.7(c). If any party fails to submit a statement regarding any Disputed Item submitted to the Neutral Firm within the time determined by the Neutral Firm or otherwise fails to give the Neutral Firm access as reasonably requested, then the Neutral Firm shall render a decision based solely on the evidence timely submitted and the access afforded to the Neutral Firm by the other party. (d) If the Estimated Purchase Price is greater than the Final Purchase Price, Griffon shall pay to Buyer the amount by which the Estimated Purchase Price exceeds the Final Purchase Price, if any, by wire transfer of immediately available funds; and (i) if the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay, or cause to be preparedpaid, and deliver to Purchaser a statement Griffon an amount in cash equal to the amount by which the Final Purchase Price exceeds the Estimated Purchase Price, if any, by wire transfer of immediately available funds. Any amount payable to any party pursuant to this Section 2.7 shall be treated as an adjustment to the Estimated Purchase Price. (the “Closing Net Working Capital Statement”e) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of After the Closing Time (which shall be set forth separately for each of and until the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Final Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Final Net Working Capital that Purchaser believes should Adjustment, the Final Funded Indebtedness, the Final Closing Date Cash and the Final Transaction Related Expenses have been determined to be madefinal in accordance with this Section 2.7, on Buyer shall, and shall cause the Purchased Companies to, provide to Griffon and its Representatives reasonable access to the Books and Records and to any other information (to the extent permitted by applicable Law), including work papers of their respective accountants (to the extent permitted by such accountants), and to any employees and premises during regular business hours, to the extent reasonably necessary for Griffon to review, dispute or before the last day object to all or any part of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed Statement, including to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect prepare materials for presentation to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Neutral Firm in writing (connection with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesthis Section 2.7. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, and Buyer will deliver to Purchaser Seller a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital Consolidated Balance Sheet of the Newsprint Business and of Apache Companies dated as of the Closing Time Date and immediately prior to the Dissolution (which shall be set forth separately for each the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Adjusted Net Working Capital”, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be prepared in accordance with Seller’s past accounting methods, policies, practices paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and procedures and in Seller are unable to resolve any disagreements about the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, remaining amounts within thirty (30) days after the delivery by Seller of the Closing Net Working Capital Statement its notice of disagreement to itBuyer, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable Buyer shall submit the dispute to resolve all a "Big Five" public accounting firm (or any of their disagreements with respect to the determination of the foregoing items within thirty (30respective successors) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3"Auditor") years) acceptable to both for resolution; provided that if Buyer and Seller and Purchaser or if Seller and Purchaser ------- are unable to agree as to such third party upon an Auditor, the Auditor shall be a "Big Five" public accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or any of their respective successors) selected by lot (after Buyer, on the nominated representative of one hand, and Seller, on the Chairman) appoint a third party other hand, each exclude one such accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”firm), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmAuditor shall be conclusive, Purchaser shall submit any unresolved elements of final, binding and nonappealable by the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesparties. (b) Within fifteen Buyer and Seller shall use their respective commercially reasonable efforts to cause the Auditor to resolve all disagreements over the Adjusted Purchase Price as soon as practicable, but in any event within sixty (1560) days following Purchaser’s after submission of the unresolved elements dispute to the Auditor. The resolution of such disagreements and the determination of the Purchaser’s Objection as specified in sub-clause (a) aboveAdjusted Purchase Price by the Auditor shall be final, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser)conclusive, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller binding and nonappealable with respect to any unresolved elements to which such failure relatesthe parties. Buyer, on the one hand, and Seller, on the other hand, will each bear one-half of the costs and expenses of the Auditor. (c) The CPA Firm shall deliver its written determination Within five (5) days after the Actual Purchase Price is finally determined pursuant to Purchaser and Seller no later this Section 3.5: (i) if the Adjusted Purchase Price is less than the thirtieth Estimated Purchase Price, Seller shall pay to Buyer the amount of such shortfall; and (30thii) if the Adjusted Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay to Seller the amount of such excess. (d) All amounts payable pursuant to this Section 3.5 shall include simple interest at the rate of eight percent (8%) per annum, calculated on the basis of a 365-day after year from the remaining differences underlying Purchaser’s Objection are referred Closing Date through the date of payment, and shall be payable by a cashiers or certified check, or by wire transfer of immediately available funds to the CPA Firm, or such longer period of time as accounts designated by the CPA Firm determines is necessarypayee.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following the Closing Datedate of the Applicable Closing, Seller Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser SunGard Data a statement (the “Post-Closing Net Working Capital Statement”) which shall set ), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller the Company Transaction Fees and Expenses and the Merger Consideration, including, in writing each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail of as to each such disagreement and any reason therefore objection (each, a “Purchaser’s Post-Closing Calculation Objection”), setting forth a specific description within forty-five (45) days after receipt of the basis of Purchaser’s Post-Closing Statement (the “Objection and Period”). In the adjustments event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Net Working Capital Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that Purchaser believes should is not the subject of a timely delivered Objection Notice by SunGard Data shall be made, final and binding on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (all Parties except to withdraw any the extent such Purchaser’s Objection)component could be affected by other components of the calculations set forth in the Post-Closing Statement. Any items on Throughout the period following the Closing Net Working Capital Statements not disputed Date until the components of the calculations set forth in Purchaser’s Objection the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall be irrevocably deemed permit SunGard Data and its Representatives reasonable access (with the right to be accepted by Purchaser. Seller shall then have thirty (30) days make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and respond objection right contemplated herein. (b) Parent and SunGard Data shall use reasonable efforts to Purchaser’s Objection. If Seller and Purchaser resolve any dispute arising under Section 3.4(a); provided, that if such Parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items do so within thirty (30) days following SellerSunGard Data’s receipt delivery to Parent of Purchaser’s an Objection (Notice, then by notice from either such Party to the “Negotiation Period”)other such Party, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only disagreement with respect to such Post-Closing Calculation Objections may be submitted for resolution to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentIndependent Accountant. The procedure and schedule under which any If a dispute shall be is submitted to the CPA Firm Independent Accountant for resolution, Parent and SunGard Data shall be as follows: (a) enter into a customary engagement letter with, and to the extent necessary each Party to this Agreement will waive and cause its controlling Affiliates to waive any conflicts with, the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall cooperate with the Independent Accountant in connection with its determination pursuant to this Section 3.4. Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmIndependent Accountant has been retained, Purchaser each such Party shall submit any unresolved elements of the Purchaser’s Objection furnish, at its own expense, to the CPA Firm in writing (with Independent Accountant and the other party a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser written statement of the Purchaser’s Objection its positions with respect to any unresolved element each matter in dispute. Within five (5) Business Days after the expiration of such ten (10) day period, each such Party may deliver to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit Independent Accountant and to each other its response to the CPA Firm other’s position on each matter in writing (dispute. With each submission, each such Party may also furnish to the Independent Accountant such other information and documents as it deems relevant or such information and documents as may be requested by the Independent Accountant with copies being given to the other such Party substantially simultaneously. The Independent Accountant may, at its discretion, conduct a copy conference concerning the disagreement and each such Party shall have the right to Purchaser)present additional documents, supported by materials and other information and to have present its Representatives. No Party or its Representatives shall be permitted to engage in any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller ex parte communications with respect to any unresolved elements to which such failure relatesthe Independent Accountant. (c) The CPA Firm Independent Accountant shall deliver be directed to promptly, and in any event within thirty (30) days after its appointment pursuant to Section 3.4(b), render its decision on the disputed Post-Closing Calculation Objections. The Independent Accountant’s determination as to each Post-Closing Calculation Objection in dispute shall be set forth in a written statement delivered to each such Party, which shall include the Independent Accountant’s determination as to Purchaser the calculation of the disputed Post-Closing Calculation Objections, all of which shall be final and Seller no later binding on all Parties absent manifest error. In resolving any disputed Post-Closing Calculation Objection, the Independent Accountant may not assign a value to such Post-Closing Calculation Objection greater than the thirtieth greatest value for such Post-Closing Calculation Objection claimed by Parent in its Post-Closing Statement or by SunGard Data in its Objection Notice or less than the lowest value for such item claimed by Parent in its Post-Closing Statement or by SunGard Data in its Objection Notice. The fees and expenses of the Independent Accountant pursuant to this Section 3.4 shall be shared one half by Parent and one half by SunGard Data. (30thd) day Upon the date that the Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.4 in the event the Asset Purchase Agreement has been terminated pursuant to Section 9.1(b) thereof, or, if the Asset Purchase Agreement has not been terminated, upon the later of (x) the date that the Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.4 and (y) the date that the Asset Purchase Post-Closing Statement (as defined in the Asset Purchase Agreement) becomes final and binding in all respects pursuant to Section 3.7 thereof: (i) if the amount of the Merger Consideration exceeds the amount of the Estimated Merger Consideration (such excess, the “Merger Consideration Excess”), then within five (5) Business Days after the remaining differences underlying Purchaser’s Objection are referred such date Parent shall pay, or cause to be paid, an amount in cash by wire transfer to Seller equal to the CPA FirmMerger Consideration Excess; or (ii) if the amount of the Estimated Merger Consideration exceeds the Merger Consideration (such excess, the “Merger Consideration Shortfall”), then within five (5) Business Days after such date SunGard Data (on behalf of Seller) shall pay, or such longer period of time as cause to be paid, an amount in cash by wire transfer to Parent equal to the CPA Firm determines is necessaryMerger Consideration Shortfall.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following In the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (event that the “Closing Net Working Capital Statement”) which shall set forth as reflected on the Net Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apachedecrease, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared if any, in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after as reflected on the delivery Audited Closing Balance Sheet from the amount of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Preliminary Closing Net Balance Sheet or (ii) the amount, if any, by which the Working Capital Statementreflected on the Audited Closing Balance Sheet is less than the Working Capital Target. If Purchaser wishes Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to dispute reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Net Balance Sheet from the amount of Working CapitalCapital reflected on the Preliminary Closing Balance Sheet, Purchaser provided, however, that in no event shall notify Seller in writing in reasonable detail such upward adjustment exceed the total amount of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments adjustment to the Closing Net Working Capital that Purchaser believes should be madePurchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the Purchase Price, on or before the last day of such thirty (30) day periodif any, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed paid by Seller to be accepted Global from the Escrow Sum (or, at Seller's option, in cash) or by Purchaser. Seller shall then have thirty (30) days Global to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of as the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm case may be, in immediately available funds within ten (10) business days after the conclusion of delivery of the Negotiation PeriodAudited Closing Balance Sheet, either unless the Seller or Purchaser may request that disputes any items on the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”)Audited Closing Balance Sheet, who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under in which any dispute case it shall be submitted to the CPA Firm shall be as follows: (a) Within paid within ten (10) business days after the later of (i) Independent Accountants finally determine the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Sellerdisputed item(s), supported by any documents and/or affidavits upon which it relies. Failure and Global delivers to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect Seller an Audited Closing Balance Sheet modified to any unresolved element to which reflect such failure relatesdetermination. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following the Asset Closing Date, Seller Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser SunGard Data a statement (the “Asset Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the SMS Closing Net Working Capital Statement”) which shall and the Purchase Price, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Net Working Capital of the Newsprint Business and of Apache as of the Asset Post-Closing Time (which Statement shall be set forth separately for each final and binding on all Parties unless SunGard Data gives Parent written notice of the Newsprint Business and Apache, but as aggregated shall be referred to as the its objections thereto (an “Closing Net Working CapitalAsset Objection Notice”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner), with consistent classification and estimation methodologyreasonable supporting detail as to each such objection (each, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The an “Asset Post-Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Calculation Objection”), setting forth a specific description within forty-five (45) days after receipt of the basis of Purchaser’s Asset Post-Closing Statement (the “Asset Objection and Period”). In the adjustments event SunGard Data fails to give Parent an Asset Objection Notice prior to the expiration of the Asset Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Asset Post-Closing Net Working Capital Statement, the Asset Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.7(d) shall be derived therefrom. Any component of the calculations set forth in the Asset Post-Closing Statement that Purchaser believes should is not the subject of a timely delivered Asset Objection Notice by SunGard Data shall be made, final and binding on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (all Parties except to withdraw any the extent such Purchaser’s Objectioncomponent could be affected by other components of the calculations set forth in the Asset Post-Closing Statement. Throughout the period following the Asset Closing Date until the components of the calculations set forth in the Asset Post-Closing Statement are deemed final and binding pursuant to this Section 3.7, subject to Section 7.12, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies). Any items on , during business hours upon reasonable advance notice, to the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to financial books and records of Parent and its Subsidiaries for the purposes of the review and respond objection right contemplated herein. (b) Parent and SunGard Data shall use reasonable efforts to Purchaser’s Objection. If Seller and Purchaser resolve any dispute arising under Section 3.7(a); provided, that if such Parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items do so within thirty (30) days following SellerSunGard Data’s receipt delivery to Parent of Purchaser’s an Asset Objection (Notice, then by notice from either such Party to the “Negotiation Period”)other such Party, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only disagreement with respect to such Asset Post-Closing Calculation Objections may be submitted for resolution to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentIndependent Accountant. The procedure and schedule under which any If a dispute shall be is submitted to the CPA Firm Independent Accountant for resolution, Parent and SunGard Data shall be as follows: (a) enter into a customary engagement letter with, and to the extent necessary each Party to this Agreement will waive and cause its controlling Affiliates to waive any conflicts with, the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall cooperate with the Independent Accountant in connection with its determination pursuant to this Section 3.7. Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmIndependent Accountant has been retained, Purchaser each such Party shall submit any unresolved elements of the Purchaser’s Objection furnish, at its own expense, to the CPA Firm in writing (with Independent Accountant and the other party a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser written statement of the Purchaser’s Objection its positions with respect to any unresolved element each matter in dispute. Within five (5) Business Days after the expiration of such ten (10) day period, each such Party may deliver to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit Independent Accountant and to each other its response to the CPA Firm other’s position on each matter in writing (dispute. With each submission, each such Party may also furnish to the Independent Accountant such other information and documents as it deems relevant or such information and documents as may be requested by the Independent Accountant with copies being given to the other such Party substantially simultaneously. The Independent Accountant may, at its discretion, conduct a copy conference concerning the disagreement and each such Party shall have the right to Purchaser)present additional documents, supported by materials and other information and to have present its Representatives. No Party or its Representatives shall be permitted to engage in any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller ex parte communications with respect to any unresolved elements to which such failure relatesthe Independent Accountant. (c) The CPA Firm Independent Accountant shall deliver be directed to promptly, and in any event within thirty (30) days after its appointment pursuant to Section 3.7(b), render its decision on the disputed Asset Post-Closing Calculation Objections. The Independent Accountant’s determination as to each Asset Post-Closing Calculation Objection in dispute shall be set forth in a written statement delivered to each such Party, which shall include the Independent Accountant’s determination as to the calculation of the disputed Asset Post-Closing Calculation Objections, all of which shall be final and binding on all Parties absent manifest error. In resolving any disputed Asset Post-Closing Calculation Objection, the Independent Accountant may not assign a value to such Asset Post-Closing Calculation Objection greater than the greatest value for such Asset Post-Closing Calculation Objection claimed by Parent in its Asset Post-Closing Statement or by SunGard Data in its Asset Objection Notice or less than the lowest value for such item claimed by Parent in its Asset Post-Closing Statement or by SunGard Data in its Asset Objection Notice. The fees and expenses of the Independent Accountant pursuant to this Section 3.7 shall be shared one half by Parent and one half by SunGard Data. (d) Upon the later of (x) the date that the Asset Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.7 and (y) the date that the Post-Closing Statement (as defined in the Merger Agreement) becomes final and binding in all respects pursuant to Section 3.4 of the Merger Agreement: (i) if the amount of the Purchase Price exceeds the amount of the Estimated Purchase Price (such excess, the “Purchase Price Excess”), then within five (5) Business Days after such date Purchaser shall pay, or cause to be paid, an amount in cash by wire transfer to SunGard Data (in accordance with Section 3.5(b)(ii) in respect of the Dividend) equal to the Purchase Price Excess; or (ii) if the amount of the Estimated Purchase Price exceeds the Purchase Price (such excess, the “Purchase Price Shortfall”), then within five (5) Business Days after such date SunGard Data (in accordance with Section 3.5(b)(ii) in return of the Dividend) shall pay, or cause to be paid, an amount in cash by wire transfer to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred equal to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryPurchase Price Shortfall.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller shall prepareBuyers will prepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser DSI a net working capital statement (the “Closing Net Working Capital Statement”) which shall set ), setting forth the calculation of the Net Working Capital of the Newsprint Business and of Apache as of the Closing Effective Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall ). The Working Capital Statement will be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in GAAP using the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered principles of preparation used to Purchaserprepare Schedule 3.3(a). 1.9.2 Purchaser shall, within thirty (30b) Within 30 days after the delivery following receipt by DSI of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes , DSI may deliver written notice (an “Objection Notice”) to Buyers of any dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements has with respect to the determination preparation or content of such statement. An Objection Notice must describe in reasonable detail the foregoing items contained in the Working Capital Statement that DSI disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by all Seller Parties. If DSI does not deliver an Objection Notice with respect to the Working Capital Statement within thirty (such 30) -day period, such statement will be final, conclusive and binding on the Parties. If DSI delivers a timely Objection Notice, Buyers and DSI will negotiate in good faith to resolve such dispute. If Buyers and DSI, notwithstanding such good faith effort, fail to resolve such dispute within 30 days following Seller’s receipt of Purchaser’s after DSI delivers an Objection Notice, then Buyers and DSI, jointly, will engage Ernst & Young LLP (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect or if such firm is unable or unwilling to the remaining differences so submitted, whether and to what extent, if anyact in such capacity, the Closing Net Working Capital requires adjustmentArbitration Firm will be such other firm selected by agreement of Buyers and DSI to resolve such dispute. The procedure and schedule under which As promptly as practicable thereafter (and, in any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) event, within 30 days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Arbitration Firm’s engagement), Purchaser shall DSI will submit any unresolved elements of the Purchaser’s Objection its objection to the CPA Arbitration Firm in writing (with a copy to SellerBuyers), supported by any documents and/or affidavits and arguments upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to As promptly as practicable thereafter (and, in any unresolved element to which such failure relates. (b) Within fifteen (15) event, within 15 days following PurchaserDSI’s submission of the such unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveelements, Seller shall Buyers will submit its their response to the CPA Arbitration Firm in writing (with a copy to Purchaser), DSI) supported by any documents and/or affidavits and arguments upon which it relies. Failure Buyers and DSI will request that the Arbitration Firm render its determination within 15 days following its receipt of Buyers’ response. The scope of the disputes to timely do so shall constitute an acceptance be resolved by Seller with respect the Arbitration Firm is limited to the unresolved items on the Objection Notice. In resolving any disputed item, the Arbitration Firm may not assign a value to any unresolved elements to which item greater than the greatest value claimed for such failure relatesitem by Buyers or DSI or less than the smallest value claimed for such item by Buyers or DSI. Buyers and DSI will share equally the fees and expenses of the Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on all of the Parties, absent manifest error. (c) For purposes of complying with the terms set forth in this Section 3.3, each Party will cooperate with and make available to the other Parties and their representatives all information, records, data and working papers and will permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Working Capital Statement and the resolution of any disputes under the Working Capital Statement. (d) Within five Business Days after the date on which Closing Working Capital has been finally determined pursuant to this Section 3.3, the Closing Payment will be recalculated by substituting Closing Working Capital for Estimated Working Capital in the definition of “Closing Payment” contained in Section 3.2(a). The CPA Firm shall deliver its written determination resulting Closing Payment, as finally determined pursuant to Purchaser and Seller no later the application of this Section 3.3(d), is referred to herein as the “Final Closing Payment.” (i) If the Closing Payment, determined pursuant to Section 3.2(a) as of the Closing, is greater than the thirtieth (30th) day Final Closing Payment, then the Closing Payment will be adjusted by the amount of such shortfall and the payment due from Sellers to Buyers will first be made from the Holdback Amount. If the payment due from Sellers is greater than the Holdback Amount, Buyers will retain the entire Holdback Amount, and the amount due from Sellers exceeding the Holdback Amount will be paid by Sellers to Buyers by bank wire transfer of immediately available funds to an account designated in writing by Buyers within five Business Days after the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d). If the payment due from Sellers is less than the Holdback Amount, Buyers will retain the amount due from Sellers out of the Holdback Amount and the remaining differences underlying Purchaser’s Objection are referred portion of the Holdback Amount will be paid by Buyers to DSI by bank wire transfer of immediately available funds to an account designated in writing by DSI within five Business Days from the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d). (ii) If the Final Closing Payment is greater than the Closing Payment determined pursuant to Section 3.2(a) as of the Closing, then (x) the Closing Payment will be adjusted by the amount of such excess and Buyers will pay or cause to be paid to DSI by bank wire transfer of immediately available funds an amount in cash equal to such excess to an account designated in writing by DSI, within five Business Days from the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d) and (y) Buyers will pay or cause to be paid to DSI the Holdback Amount to the CPA Firmsame account. (iii) For the avoidance of doubt, or any amount payable by Buyers under this Section 3.3 shall be payable to DSI, and no portion of such longer period of time as the CPA Firm determines is necessaryamount shall be payable to DSI Limited.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90i) days following At the Closing DateClosing, the Seller shall prepare, or cause to be prepared, prepare and deliver to the Purchaser (A) a statement balance sheet of the Company as of June 26, 1998 (the “Closing Net Working Capital Statement”"CLOSING BALANCE SHEET") which shall set forth and (B) the Seller's calculation of the Net Working Capital of the Newsprint Business and Company as of Apache as such time. The Seller shall deliver to Purchaser a draft of the Closing Time Balance Sheet and its calculation of Net Working Capital two days prior to the Closing Date. Except as provided in SCHEDULE II hereto, the Closing Balance Sheet (including, without limitation, such calculation of Net Working Capital) shall be prepared (A) in accordance with GAAP applied in a manner consistent with the same accounting principles and methodologies used in preparing the Company Financial Statements and (B) in accordance with the principles and procedures set forth on SCHEDULE II hereto. (ii) During the 45 days immediately following receipt of the Closing Balance Sheet by the Purchaser, the Purchaser and its accountants shall be entitled to review the Closing Balance Sheet and the calculation of Net Working Capital and any working papers, trial balances and similar materials relating thereto prepared by the Seller or its accountants, and the Seller shall provide the Purchaser and its accountants with timely access, during the Company's normal business hours, to the Company's personnel, properties, books and records and to the Seller's personnel, properties, books and records to the extent related to the preparation of the Closing Balance Sheet's calculation of Net Working Capital. The Seller shall use reasonable commercial efforts to cause its accountants to make available to the Purchaser any working papers, trial balances and similar materials prepared by such accountants in connection with the preparation of the Closing Balance Sheet's calculation of Net Working Capital; PROVIDED, HOWEVER, that the Purchaser acknowledges and agrees that such accountants may require the Purchaser to execute customary undertakings in connection with such accesection The Closing Balance Sheet's calculation of Net Working Capital shall become final and binding upon the Parties on the 46th day following delivery thereof unless the Purchaser gives written notice to the Seller of its disagreement with the Closing Balance Sheet's calculation of Net Working Capital (a "NOTICE OF DISAGREEMENT WITH CLOSING BALANCE SHEET") prior to such date. Any Notice of Disagreement With Closing Balance Sheet shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement With Closing Balance Sheet is received by the Seller with respect to the Closing Balance Sheet's calculation of Net Working Capital , then the Closing Balance Sheet's calculation of Net Working Capital (as revised in accordance with clause (A) or (B) below), shall become final and binding as to the calculation of Net Working Capital upon the Parties on the earlier of (A) the date the Purchaser and the Seller resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement With Closing Balance Sheet, or (B) the date any matters in dispute are finally resolved in writing by the Accounting Firm in the manner described below (the date on which the Closing Balance Sheet's calculation of Net Working Capital becomes final and binding being hereinafter referred to as the "FINAL CLOSING BALANCE SHEET DETERMINATION DATE"). During the 30 days immediately following the delivery of any Notice of Disagreement With Closing Balance Sheet, the Purchaser and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement With Closing Balance Sheet. During such period, the Purchaser and its accountants shall each have access to the Seller's and the Company's working papers, trial balances and similar materials (including the working papers, trial balances and similar materials of their respective accountants) prepared in connection with the preparation of the Closing Balance Sheet and the calculation of Net Working Capital. At the end of such 30 day period, the Seller and the Purchaser shall submit to an Accounting Firm for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement With Closing Balance Sheet (it being understood that the Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Purchaser and the Seller (and not by independent review), only those matters which remain in dispute), and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to the Purchaser and the Seller as soon as practicable after the items in dispute have been referred to the Accounting Firm, (C) made in accordance with this Agreement, and (D) conclusive and binding upon the Parties and not subject to collateral attack for any reason. The Closing Balance Sheet, with any adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding as to the calculation of Net Working Capital on the Parties on the date the Accounting Firm delivers its final resolution to the Parties, which shall be set forth separately for each no later than 90 days after the Closing Date. The Accounting Firm shall be mutually selected by the Purchaser and the Seller, or, if the Purchaser and the Seller cannot so agree within the 30-day period referred to above, by lot from among the independent "Big 6" public accounting firms (after excluding the Seller's independent public accountants and the Purchaser's independent public accountants) willing to act (the "ACCOUNTING FIRM"). Each Party shall pay its own costs and expenses incurred in connection with such arbitration, provided that the fees and expenses of the Newsprint Business Accounting Firm shall be borne as follows: (A) if the Accounting Firm resolves all of the remaining objections in favor of the Purchaser (the amount of the Net Working Capital so determined is referred to herein as the "LOW AMOUNT"), the Seller will be responsible for all of the fees and Apacheexpenses of the Accounting Firm; (B) if the Accounting Firm resolves all of the remaining objections in favor of the Seller (the amount of the Net Working Capital so determined is referred to herein as the "HIGH AMOUNT"), but the Purchaser will be responsible for all of the fees and expenses of the Accounting Firm; and (C) if the Accounting Firm resolves some of the remaining objections in favor of the Purchaser and the rest of the remaining objections in favor of the Seller (the amount of the Net Working Capital so determined is referred to herein as aggregated "ACTUAL AMOUNT"), the Seller will be responsible for that fraction of the fees and expenses of the Accounting Firm equal to (i) the difference between the High Amount and the Actual Amount over (ii) the difference between the High Amount and the Low Amount, and the Purchaser will be responsible for the remainder of the fees and expenses. (iii) Upon the final determination of the Closing Balance Sheet in accordance with this section 2(g), the following amounts will be payable: (A) if Net Working Capital is greater than $2,800,000.00, the Purchaser shall pay to the Seller the amount by which the amount of the Net Working Capital exceeds such amount; and (B) if Net Working Capital is less than $2,800,000.00, the Seller shall pay to the Purchaser the amount by which the amount of the Net Working Capital is less than such amount. Any required adjustment to the Purchase Price pursuant to this section 2(g) shall be referred to as the “"PURCHASE PRICE ADJUSTMENT". (iv) Within 48 days after the receipt by the Purchaser of the Closing Net Working Capital”) and shall be prepared Balance Sheet in accordance with Seller’s past accounting methodssection 2(g)(i) above, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of if section 2(g)(iii)(B) is applicable, shall make the foregoing within the past three (3payment required by section 2(g)(iii)(B) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection above with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission undisputed amounts constituting a portion of the unresolved elements Purchase Price Adjustment. If section 2(g)(iii)(A) is applicable, the Purchaser shall make payments to Seller of the Purchaser’s Objection as specified Purchase Price Adjustment out of 60% of its collection of accounts receivable until the Purchase Price Adjustment is paid in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliesfull. Failure to timely do so shall constitute an acceptance by Seller with With respect to any unresolved elements to which such failure relates. (c) The CPA Firm items that are the subject of a Notice of Disagreement With Closing Balance Sheet, payment shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day be made within three business days after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryFinal Closing Balance Sheet Determination Date.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, and deliver to the Equityholders’ Representative a certificate of the Purchaser a signed by the Purchaser’s Chief Financial Officer certifying on behalf of Purchaser (and not individually) as to an unaudited statement (the “Closing Net Working Capital Purchaser Adjustment Statement”) which shall set setting forth (i) the Net Closing Working Capital of the Newsprint Business and of Apache as of 11:59 p.m., Eastern Time, on the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared Date determined in accordance with Seller’s past GAAP (except for any permitted exceptions therefrom described in the definition of Closing Working Capital) and in conformity with the same accounting methods, policies, practices practices, and procedures and in the same mannerprocedures, with consistent classification classification, judgments, and estimation methodology, as were used by the Financial Statements were preparedAcquired Companies in preparing the Company Financials, except that but, in any case, determined in accordance with GAAP, (ii) Purchaser’s calculation of the Excluded Assets Payoff Indebtedness outstanding as of immediately prior to the Closing (the “Closing Payoff Indebtedness”), (iii) the Purchaser’s calculation of all of the unpaid Transaction Expenses outstanding as of immediately prior to the Closing (the “Closing Transaction Expenses”) and (iv) the resulting adjustment to the Initial Purchase Price, if any, determined in accordance with Section 2.3(f) below. The Purchaser Adjustment Statement shall be prepared in a format consistent with the example set forth on Exhibit C attached hereto. (b) If the Equityholders’ Representative disputes any items included in the Closing Working Capital, the Closing Payoff Indebtedness or the Closing Transaction Expenses as calculated by Purchaser in the Purchaser Adjustment Statement, the Equityholders’ Representative shall deliver to Purchaser written notice of such dispute (the “Objection Notice”) within thirty (30) days of receipt of the Purchaser Adjustment Statement, which shall list with reasonable specificity the Equityholders’ Representative’s points of disagreement with the Purchaser Adjustment Statement. The Equityholders’ Representative’s failure to include any item listed on the Purchaser Adjustment Statement in the Objection Notice shall be deemed an acceptance of such items and the Newsprint Retained Obligations Purchaser Adjustment Statement shall be excludedfinal and binding upon Purchaser and the Sellers with respect to such items. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered Equityholders’ Representative’s failure to Purchaser. 1.9.2 Purchaser shall, provide an Objection Notice within thirty (30) days after the delivery receipt of the Closing Net Working Capital Purchaser Adjustment Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail be deemed an acceptance of such disagreement Purchaser Adjustment Statement and, as such, the Purchaser Adjustment Statement shall be final and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection binding upon Purchaser and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesSellers. (c) The CPA Firm shall deliver its written determination to If the Equityholders’ Representative delivers a timely Objection Notice, and Purchaser and Seller no later than the thirtieth (30th) day after Equityholders’ Representative are able to resolve the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.dispute within thirty

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) Buyer shall prepare and deliver to Parent within ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Date a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the its calculation of Net Working Capital of the Newsprint Business Capital, Cash, Indebtedness, and of Apache Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Closing Reference Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) ,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be prepared permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with Seller’s past accounting methods, policies, practices and such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants. (b) Within thirty (30) days after the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserParent pursuant to Section 2.05(a), Parent shall deliver to Buyer either (i) a written acknowledgement accepting the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein or (ii) a written report setting forth in reasonable detail Parent’s objections and any proposed adjustments to the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, along with reasonably detailed supporting documentation (the “Adjustment Report”). If Parent fails to respond to Buyer within such thirty (30) day period, Parent shall be deemed to have irrevocably accepted and agreed to the Closing Statement, including the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein. 1.9.2 Purchaser shall(c) Following Buyer’s receipt of the Adjustment Report, if any, the parties shall work in good faith to resolve Parent’s objections set forth therein and the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable. In the event Parent and Buyer fail to agree on the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, within thirty (30) days after Buyer receives the delivery of Adjustment Report (or such longer period as they may mutually agree), then Parent and Buyer agree to submit any remaining disputed amounts to Ernst & Young LLP, or if such firm is unable or unwilling to act, another internationally recognized independent accounting or valuation firm mutually acceptable to Buyer and Parent (the Closing Net “Working Capital Statement to it, complete its review Accounting Firm”) for computation or verification in accordance with the terms of this Agreement. Buyer and Parent shall direct the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days Accounting Firm to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items matters remaining in dispute and, within thirty (30) days following Seller’s receipt of Purchaser’s Objection its engagement (or within the “Negotiation Period”shortest time frame as the Working Capital Accounting Firm agrees), deliver a written report to Buyer and Parent setting forth its determination of the proper amounts of such disputed matters. Buyer and Parent shall enter into a customary and reasonable engagement letter with the Working Capital Accounting Firm. The Working Capital Accounting Firm shall consider only the disputed matters that were included in the Adjustment Report that Buyer and Parent were unable to resolve. Each of Buyer and Parent shall be entitled to make a presentation to the Working Capital Accounting Firm regarding the items and amounts that they are unable to resolve, but neither Buyer nor Parent shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition meet or have any conversations separately with the Working Capital Accounting Firm (other than an conversations limited to the submission of a request for documents or information by the Working Capital Accounting Firm to such party) without the other party’s prior written consent. Each of Buyer and Parent may also furnish to the Working Capital Accounting Firm such other information and documents as it deems relevant or such information and documents as may be requested by the Working Capital Accounting Firm; provided, that it delivers a copy thereof substantially simultaneously to the other party. In making its determination, the Working Capital Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, the methodology for calculating such amounts, and the terms of this Section 2.05(c), (ii) take into account only the Closing Statement, the Adjustment Report, and information and documents provided to the Working Capital Accounting Firm by or on behalf of Buyer or Parent (i.e., not on the basis of independent accounting firm utilized by review) and (iii) not assign any of Sellervalue with respect to a disputed amount that is in excess of, Apache or Purchaser less than, the greatest or any Affiliate of any lowest value, respectively, claimed for such item in the Closing Statement or the Adjustment Report. Buyer and Parent shall cooperate with the Working Capital Accounting Firm in connection with its determination pursuant to this Section 2.05 and, without limiting the generality of the foregoing within foregoing, Buyer and Parent shall, and shall cause their accountants to, provide the past three (3) years) Working Capital Accounting Firm all reasonable and timely access to the work papers and other books and records and information as reasonably necessary for the Working Capital Accounting Firm to perform its function as arbitrator; provided that the accountants of Buyer shall not be obligated to make any work papers or other books and records or information available to the Working Capital Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Working Capital Accounting Firm has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to both Seller such accountants. The remedies provided in this Section 2.05(c) shall be the exclusive remedy for resolving disputes related to the determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Purchaser Closing Net Intercompany Receivable or if Seller Closing Net Intercompany Payable, as applicable, and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion decision of the Negotiation Period, either Seller or Purchaser may request that the Chairman Working Capital Accounting Firm shall be final and binding on Parent and Buyer absent manifest error. All negotiations pursuant to this this Section 2.05(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the American Arbitration Association (or Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the nominated representative Working Capital Accounting Firm, and the dispute resolution proceedings under this Section 2.05(c), shall be treated as confidential information. The costs and expenses of the ChairmanWorking Capital Accounting Firm for its services rendered pursuant to this Section 2.05(c) appoint a third party accounting firm meeting shall be borne by Parent, on the aforementioned requirements one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to resolve the dispute Working Capital Accounting Firm. (d) The date on which the accounting firm selected being Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, are finally determined pursuant to this Section 2.05 shall hereinafter be referred to as the “CPA FirmSettlement Date.”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent (e) If (i) Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if anyapplicable, the minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 exceeds (ii) Estimated Working Capital requires adjustmentplus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Buyer shall pay to Parent such excess. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:If (ai) Within ten Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if applicable, minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 is less than (10ii) days after the later of Estimated Working Capital plus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Parent shall pay to Buyer such deficit. (f) Any payment required pursuant to (i) the end first sentence of Section 2.05(e) shall be made within five (5) Business Days after the Negotiation Period and Settlement Date by the transfer of immediately available funds to a bank account designated by Parent in writing to Buyer within three (3) Business Days after the Settlement Date, or (ii) the selection second sentence of Section 2.05(e) shall be made within five (5) Business Days after the CPA Firm, Purchaser Settlement Date by the transfer of immediately available funds to a bank account designated by Buyer in writing to Parent within three (3) Business Days after the Settlement Date. All such payments shall submit any unresolved elements of the Purchaser’s Objection be considered an adjustment to the CPA Firm in writing (with a copy to Seller)Purchase Price, supported by including for purposes of any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveTax, Seller shall submit its response and this adjustment to the CPA Firm Purchase Price will include any applicable VAT in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred relation to the CPA Firm, or such longer period of time Purchase Price as the CPA Firm determines is necessaryprovided in Section 7.08.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety 2.2.3.1 Closing Statement; Dispute Resolution (90a) As promptly as practicable (and in any event within sixty (60) days following after the Closing DateClosing), Seller the Purchaser shall prepare, or cause to be prepared, and deliver to Purchaser the Main Sellers and the EMEA Sellers a written statement (the “Closing Statement”) that shall contain their final calculation of (i) the Adjusted Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache Transferred as of the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Adjusted Net Working CapitalCapital Transferred”), (ii) all EMEA Downward Adjustments as of the Closing (the “Closing EMEA Downward Adjustment”), (iii) the Total Prepaid Revenue Transferred as of the Closing Date (the “Closing Total Prepaid Revenue Transferred”), (iv) Pre-Close Employment Payments that the EMEA Sellers have failed to pay prior to the Closing as of the Closing (the “Closing Pre-Close Employment Payments”), (v) the final Purchase Price, and (vi) the amount payable by either Party pursuant to Section 2.2.3.2 as an adjustment to the Estimated Purchase Price. The Closing Statement shall be prepared in accordance with Seller’s past accounting methodsthe Calculation Principles and the terms hereof. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, policiesthe Main Sellers and the EMEA Sellers shall, practices promptly upon request, provide the Purchaser and procedures its respective accountants reasonable access to the assets, books, records, documents, schedules and workpapers and personnel of the Acquired Business in connection with the preparation of the Estimated Closing Statement. (b) If the Main Sellers and the EMEA Sellers disagree with the determination of the Closing Statement, the Main Sellers and the EMEA Sellers shall notify the Purchaser of such disagreement within sixty (60) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Main Sellers and the EMEA Sellers fail to deliver the Disagreement Notice by the end of such sixty- (60-) day period, the Main Sellers and the EMEA Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Purchaser. Matters included in the same manner, with consistent classification and estimation methodology, as calculations in the Financial Statements were prepared, except that Closing Statement to which the Excluded Assets Main Sellers and the Newsprint Retained Obligations EMEA Sellers do not object in the Disagreement Notice shall be excluded. The Closing Net Working Capital Statement may deemed accepted by the Main Sellers and the EMEA Sellers and shall not be amended by Seller after it subject to further dispute or review. Throughout the periods during which the Closing Statement is delivered to Purchaser. 1.9.2 being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser shall, promptly upon request, provide the Main Sellers and the EMEA Sellers and their respective accountants reasonable access to the assets, books, records, documents, schedules, workpapers and personnel of the Purchaser in connection with the Main Sellers’ and the EMEA Sellers’ and their respective accountants’ review of the Closing Statement. The Purchaser, the Main Sellers and the EMEA Sellers shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers shall be final and binding upon the Parties. (c) If the Purchaser and the Main Sellers and the EMEA Sellers are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen (14) days after delivery of a Disagreement Notice by the Main Sellers and the EMEA Sellers, either the Main Sellers, the EMEA Sellers or the Purchaser may appoint the Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their reasonable best efforts to cause, the Accounting Arbitrator to deliver to the Primary Parties and NNUK, as promptly as practicable (and in no event later than thirty (30) days after his or her appointment), a written report setting forth the delivery resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and the EMEA Sellers. Neither the Main Sellers, the EMEA Sellers nor the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Primary Parties’ prior consent. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the Closing Net Working Capital Statement disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to it, complete its review a majority (by dollar amount) of the Closing Net Working Capital reflected on disputed items, then the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement pay the Accounting Arbitrator’s fees, costs and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesexpenses. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following The Purchase Price shall be decreased on a dollar-for-dollar basis to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital StatementValuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) which the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall set forth be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Newsprint Business and of Apache as Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Time Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. (b) Subject to this Section 2.5(b), the Net Working Capital Valuation performed by Buyer’s Accountants shall be final, binding and conclusive on the parties hereto. The Stockholders’ Representatives may dispute the Net Working Capital Valuation in the following manner. Within 10 days after the Stockholders’ Representatives receives the Working Capital Notice from Buyer, the Stockholders’ Representatives shall give Buyer notice of any disagreement with the Net Working Capital Valuation (the “Dispute Notice”), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, the Stockholders’ Representatives and Buyer shall attempt to resolve such dispute in good faith. If they fail to reach a written agreement regarding the dispute, the Stockholders’ Representatives shall refer the matter to a firm of certified independent accountants (the “Stockholders’ Accountants”) that is different from the firm that initially prepared the Net Working Capital Valuation, and request the Stockholders’ Accountants to also determine the Closing Date Net Working Capital (the “Second Working Capital Valuation”). Buyer shall be entitled to have its independent accountants or other representatives observe the Second Working Capital Valuation. The Stockholders’ Representatives shall give Buyer prompt notice of the results of the Second Working Capital Valuation. If Buyer and the Stockholders’ Representatives are unable to agree upon the Closing Date Net Working Capital, the amounts remaining in dispute shall be submitted to a third independent accounting firm of national reputation mutually agreeable to Buyer and Stockholders’ Representatives for resolution (the “Third Accounting Firm”), which firm shall, within 30 days after such submission, determine and report to Buyer and Stockholders’ Representatives upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the Parties hereto. The fees and disbursements of the Third Accounting Firm shall be allocated among Buyer and the Stockholders so that Stockholders’ share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted to the Third Accounting Firm that is unsuccessfully disputed by Stockholders’ Representatives (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Third Accounting Firm. Stockholders shall pay the fees portion of the fees and expenses of the Third Accounting Firm for which they are responsible, as well as the fees and expenses of Stockholders’ Accountants, in connection with this Section 2.5(b). The resolution procedure set forth separately in this Section 2.5(b), including the standard for each of the Newsprint Business and Apachepaying costs, but as aggregated shall be is referred to as the “Closing Net Working CapitalDispute Resolution Procedure.”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm Any rights accruing to any Party under this Section 2.5 shall deliver its written determination be in addition to Purchaser and Seller no later than independent of the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred rights to indemnification under Section 10 and any payments made to any Party under this Section 2.5 shall not be subject to the CPA Firm, or such longer period requirements of time as the CPA Firm determines is necessarySection 10.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety It is the intention of the parties hereto that current assets shall equal current liabilities as of the Closing Date. (90i) days following As promptly as practicable after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement but in no event more than sixty (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (3060) days after the delivery Closing Date (such date on which the Closing Balance Sheet is delivered, the "CLOSING FINANCIAL STATEMENTS DELIVERY DATE"), Purchaser will prepare and deliver to Seller a balance sheet of Seller as of the close of business on the day immediately preceding the Closing Net Working Capital Statement Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be accompanied by a certificate of an officer of Purchaser to itthe effect that the Closing Balance Sheet presents fairly, complete its review in accordance with GAAP and the accounting practices of Seller applied on a consistent basis, the financial condition of Seller as of the Closing Net Working Capital reflected close of business on the Closing Net Working Capital Statement. If Purchaser wishes to dispute day immediately preceding the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore Date. (“Purchaser’s Objection”), setting forth ii) In the event that there is a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements Deficiency with respect to the determination Net Current Assets, Seller shall pay, and Parent shall cause Seller to pay, to Purchaser, as an adjustment to the Purchase Price (as the same may have been adjusted at Closing pursuant to SECTION 1.05), an aggregate amount equal to the Deficiency, less any amount that the Purchase Price has been previously reduced or plus any amount that the Purchase Price has been previously increased, in each case pursuant to SECTION 1.05. If the Purchase Price was previously reduced pursuant to SECTION 1.05 and such reduction exceeded the amount of the foregoing items within thirty (30Deficiency, then Purchaser shall pay the amount of such excess to Seller. Any payments required to be made by Parent or Seller pursuant to this SECTION 1.03(c)(ii) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm be made within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request Closing Financial Statements Delivery Date by wire transfer of immediately available funds to an account designated by Purchaser. (iii) In the event that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint there is a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only Surplus with respect to the remaining differences so submittedNet Current Assets, whether and Purchaser shall pay to what extentSeller, if anyas an adjustment to the Purchase Price (as the same may have been adjusted at Closing pursuant to SECTION 1.05), an amount equal to the Closing Net Working Capital requires adjustmentSurplus less any amount that the Purchase Price has been previously increased or plus any amount that the Purchase Price has been previously decreased, in each case pursuant to SECTION 1.05. The procedure and schedule under which any dispute Any payments required to be made by Purchaser pursuant to this SECTION 1.03(c)(iii) shall be submitted to the CPA Firm shall be as follows: (a) Within made within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection Closing Financial Statements Delivery Date by wire transfer of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection immediately available funds to the CPA Firm in writing (with a copy to an account designated by Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as practicable after the Closing Date, but in any event not later than the 60th day after the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital consolidated balance sheet of the Newsprint Business Company and of Apache the Subsidiary as of the Closing Time (which shall be Date in the form set forth separately for each in Schedule 1.4, prepared in a manner consistent with the accounting methods and practices followed in the preparation of the Newsprint Business March Balance Sheet (the "CLOSING BALANCE SHEET"), and Apache, but as aggregated shall be referred to as a certificate of Seller that the “Closing Net Working Capital”) and shall be Balance Sheet has been prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and such manner. Purchaser shall assist Seller in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery preparation of the Closing Net Working Capital Statement Balance Sheet and shall provide Seller and its independent auditors access at all reasonable times to itthe personnel, complete its review properties, books and records of the Company and the Subsidiary for such purpose. Purchaser's independent auditors may participate in the preparation of the Closing Net Working Capital reflected on Balance Sheet; PROVIDED, HOWEVER, that Purchaser acknowledges that Seller shall have the primary responsibility and authority for preparing the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesBalance Sheet. (b) Within fifteen (15) days During the 30-day period following Purchaser’s submission 's receipt of the unresolved elements of Closing Balance Sheet, Purchaser and its independent auditors shall be permitted to review the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response working papers relating to the CPA Firm Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 30th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Closing Balance Sheet (a "NOTICE OF DISAGREEMENT") to Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Net Operating Assets not being calculated in accordance with this Section 1.4 and (iii) be accompanied by a certificate of Purchaser that it has complied with the covenants set forth in Section 1.4(e). If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Balance Sheet (as revised in accordance with this sentence) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any unresolved elements disputed matters are finally resolved in writing by the Accounting Firm (as defined herein). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, Seller and its auditors shall have access to the working papers of Purchaser and its auditors prepared in connection with their certification of the Notice of Disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to a nationally recognized independent public accounting firm (the "ACCOUNTING FIRM") for review and resolution any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the calculation of Net Operating Assets was done in accordance with this Section 1.4, and whether there were mathematical errors in such calculation. The Accounting Firm is not to make any other determination. Seller and Purchaser agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission or, if earlier, as soon as reasonably practicable after submission. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such failure relatesdetermination is to be enforced. The cost of the fees and expenses of the Accounting Firm pursuant to this Section 1.4 shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Each of Seller and Purchaser shall be responsible for the fees and disbursements of their respective independent auditors incurred as a result of this Section 1.4(b). (c) The CPA Firm Base Purchase Price shall deliver its written determination be increased by the amount by which Net Operating Assets (as finally determined in accordance with this Section 1.4) exceeds $132,353,000 or the Base Purchase Price shall be decreased by the amount by which Net Operating Assets (as finally determined in accordance with this Section 1.4) is less than $132,353,000, as the case may be. The Base Purchase Price as so increased or decreased shall hereinafter be referred to Purchaser and Seller no later as the "ADJUSTED PURCHASE PRICE". If the Closing Date Amount is less than the thirtieth (30th) day Adjusted Purchase Price, Purchaser shall, and if the Closing Date Amount is more than the Adjusted Purchase Price, Seller shall, within five business days after the remaining differences underlying Purchaser’s Objection are referred Closing Balance Sheet becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate of six percent (6%), calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the CPA Firmdate of payment. Either party may, or in its discretion, make a payment to the other pursuant to this Section 1.4 prior to final determination of the Closing Balance Sheet for purpose of reducing the interest it may be obligated to pay pursuant to such longer period provision. (d) The term "NET OPERATING ASSETS" means the amount by which the sum of time (i) Trade Receivables Net, (ii) Inventories Net, (iii) Other Current Assets and (iv) Property, Plant & Equipment (before Accumulated Depreciation) exceeds the sum of (A) Trade Payables, (B) Other Accounts Payable, (C) Accrued Income Taxes-State, and (D) Other Accrued Expenses as set forth on the CPA Firm determines is necessaryClosing Balance Sheet.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Purchaser shall prepare and present to Seller a draft of the balance sheet establishing the actual Net Working Capital (as finally determined pursuant to the terms of this Section 2.4(a), the “Closing Date Statement”) promptly, but not more than sixty (60) calendar days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “. The Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Date Statement shall be prepared in accordance with Seller’s past accounting methods, policiesGAAP and the same principles, practices and procedures and used in preparing the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto. The balance for inventory to be set forth on the Closing Date Statement may shall be based on the results of a full physical count of all inventory owned by the Company (the “Physical Inventory”) to be taken on or around the Closing Date, but in no event later than five (5) Business Days subsequent to the Closing Date. The Physical Inventory shall be taken and documented in reasonable detail by the Company and shall be observed by the Purchaser (or its representatives) and also shall be observed, at the Seller’s option, by the Seller (or its representatives). For purposes of computing Net Working Capital as of the Closing Date, the Physical Inventory quantities shall be valued at the lower of cost or market (which shall not exceed net realizable value) and net of any applicable inventory reserves, utilizing costing methods in accordance with GAAP consistently applied. Each party shall bear its own expenses with respect to the Physical Inventory. Seller, together with its representatives and accountants, shall have the right to review the work papers of Purchaser and Purchaser’s accountants utilized in preparing the Closing Date Statement for purposes of verifying the accuracy of the presentation of the Closing Date Statement. If Seller shall not have notified Purchaser in a reasonably detailed written statement describing any objections to the Closing Date Statement within forty-five (45) calendar days after its receipt by Seller, the Closing Date Statement shall be amended by deemed to be final. If Purchaser and Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, cannot agree on the Closing Date Statement within thirty forty-five (3045) calendar days after the delivery of the Closing Date Statement to Seller by Purchaser, the parties shall submit the dispute to a mutually acceptable accounting firm (the “Reviewing Accountants”), whose determination shall be binding on the parties. The fees of such Reviewing Accountants shall be split equally between Purchaser and Seller. (b) In the event the actual Net Working Capital Statement to it, complete its review as of the Closing Date is less than the Estimated Net Working Capital reflected on Value, the Closing Purchase Price shall be adjusted downward, dollar-for-dollar, by the extent to which the Estimated Net Working Capital Statement. If Purchaser wishes to dispute Value exceeds the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing actual Net Working Capital that Purchaser believes should be made, on or before Value (the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection“Downward Purchase Price Adjustment”). Any items on In the Closing event the actual Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to value is less than the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Target Net Working Capital requires adjustment. The procedure Value and schedule under which any dispute the actual Net Working Capital value is greater than the Estimated Net Working Capital Value, then the Purchase Price shall be submitted adjusted upward, dollar-for-dollar, by the extent to which the CPA Firm shall be as follows: (a) Within ten (10) days after the later lower of (i) the end of the Negotiation Period and actual Net Working Capital value or (ii) the selection of Target Net Working Capital Value, exceeds the CPA Firm, Purchaser shall submit any unresolved elements of Estimated Net Working Capital Value (the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller“Upward Purchase Price Adjustment”), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm In satisfaction of the Upward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall deliver pay to Seller such amount in immediately available funds within three (3) Business Days of the date in which the final Closing Date Statement is determined pursuant to Section 2.4(a) hereto. In satisfaction of the Downward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall be paid such amount from the Escrow Agreement after its written determination notice to the Escrow Agent and Seller, and Seller shall pay to Purchaser and Seller no later than any remaining balance in immediately available funds within three (3) Business Days of the thirtieth (30thdate in which the Closing Date Statement is finally determined pursuant to Section 2.4(a) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryhereto.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Not more than 60 days after the Closing, Purchaser shall prepare and deliver to Seller a schedule (the "Working Capital Schedule") showing (i) the calculation of the actual Closing Working Capital of ▇▇▇▇▇; (ii) the amount, if any, by which the Closing Working Capital exceeds the Estimated Working Capital (a "Reconciliation Adjustment in Favor of Seller"); and (iii) the amount, if any, by which the Estimated Working Capital is less than the Closing Working Capital (a "Reconciliation Adjustment in Favor of Purchaser"). (b) The proposed actual Closing Working Capital shown in the Working Capital Schedule shall become final and binding upon the parties unless, within 30 days of delivery of the Working Capital Schedule, Seller shall notify Purchaser of its objection thereto. If within 30 days following the receipt of such notice by Seller any of such differences shall not have been resolved, such unresolved issues shall be referred to a nationally recognized firm of independent certified public accountants, mutually acceptable to the parties, for resolution, whose opinion thereon and the resulting actual Closing DateWorking Capital shall be final, binding and not subject to any appeal. The fees and expenses of such public accounting firm shall be paid one-half by Purchaser and one-half by Seller. (c) On the applicable date referred to in Section 2.4(d), (i) if there is a Reconciliation Adjustment in Favor of Seller, Purchaser shall (x) pay to Seller a cash amount equal to 50% of the Reconciliation Adjustment in Favor of Seller and (y) deliver to the Seller a certificate evidencing such number of shares of AMSC Common Stock having, in aggregate, a Market Value on the Closing Date equal to 50% of the Reconciliation Adjustment in Favor of Seller; and (ii) if there is a Reconciliation Adjustment in Favor of Purchaser, Seller shall prepare, or cause to be prepared, and deliver (i) pay to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital cash amount equal to 50% of the Newsprint Business Reconciliation Adjustment in Favor of Purchaser and (y) deliver to the Purchaser a stock certificate endorsed in blank such number of Apache shares of AMSC Common Stock having, in aggregate, a Market Value on the Closing Date equal to 50% of the Reconciliation Adjustment in Favor of Purchaser. Any such payment is hereinafter referred to as a "Final Payment." In the event that the Escrow Agent holds any cash at the time of the Final Payment, such payment to the Seller or such payment by the Seller, as applicable, shall instead be made to or by the Escrow Agent. Notwithstanding the foregoing, in the event that any issuance to Seller of shares of AMSC Common Stock under this Section 2.4 would, when taken together with the issuance to Seller of shares of AMSC Common Stock under Section 2.2, cause the number of such shares issued to Seller in the aggregate to exceed 19.95% of the total number of shares of AMSC Common Stock outstanding as of the date of the proposed issuance of shares under this Section 2.4(c) (including the shares to be so issued), AMSC shall deliver to Seller AMSC Warrants to purchase that number of shares of AMSC Common Stock equal to the difference between (i) the number of total shares which would be delivered pursuant to Section 2.2 and this Section 2.4 but for this sentence and (ii) that number of shares equal to 19.95% of the total number of shares of AMSC Common Stock outstanding as of the Closing Time Date. (which d) Any Final Payment shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be made as follows: (a) Within ten (10) days after the later of : (i) the end cash portion of any Final Payment shall be made by wire transfer of immediately available funds within 5 Business Days after its determination in accordance with this Section 2.4, to an account specified by the Negotiation Period party to receive such Final Payment; and (ii) the selection portion of any Final Payment payable in AMSC Common Stock shall be made by transferring the CPA Firmstock certificate(s) representing such shares (and, Purchaser shall submit any unresolved elements of the Purchaser’s Objection if applicable, stock powers executed in blank), within five Business Days after its determination in accordance with this Section 2.4, to the CPA Firm in writing (with a copy party to Seller), supported by receive such Final Payment. All such shares shall be delivered free and clear of any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesLiens. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable, but in any event within 90 calendar days following the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and deliver to the Purchaser a written statement indicating the amount of (i) the Mexican Net Debt as of the Closing Date immediately prior to the Closing (the “Closing Statement of Mexican Net Debt”) and (ii) Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time Date immediately prior to the Closing, (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Statement of Net Working Capital”) and shall be prepared ), in each case, valued in accordance with Seller’s past accounting methods, policies, practices the Rhodia Group Accounting Principles. The Purchaser shall cause its and procedures its Affiliates’ respective officers and employees to assist and cooperate with the Sellers and PricewaterhouseCoopers LLP (in the same mannercapacity of Sellers’ accountants, the “Sellers’ Accountants”) in connection with consistent classification and estimation methodology, as the Financial Statements were prepared, except that preparation of the Excluded Assets Closing Statement of Mexican Net Debt and the Newsprint Retained Obligations shall be excluded. The Closing Statement of Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserCapital. 1.9.2 (b) If the Purchaser shalldisagrees with either the determination of the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital, the Purchaser shall notify the Sellers in writing of such disagreement within thirty (30) days after the 60-day period immediately following the delivery of the Closing Statement of Mexican Net Working Capital Statement to it, complete its review of Debt or the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Statement of Net Working Capital, as the case may be, which notice shall describe the nature of any such disagreement; provided, however, that the Purchaser shall only be entitled to disagree with any valuation made by the Sellers for the reason that the amounts reflected therein were not determined on the basis of, or using the same accounting policies, principles, methodologies and preparations as, the Rhodia Group Accounting Principles, including any amounts reflected therein that are incorrect due to mathematical errors. During the 60-day period of its review, the Purchaser shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital. The Purchaser agrees that any failure by it to notify Seller in writing in reasonable detail the Sellers of any such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description prior to the expiration of the basis 60-day period immediately following the delivery of Purchaser’s Objection and the adjustments to the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital that Purchaser believes should be madeCapital, on or before as the last day of such thirty (30) day periodcase may be, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Sellers shall be irrevocably deemed to be accepted an acceptance by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and the Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt Closing Statement of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (Mexican Net Debt or the nominated representative Closing Statement of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to Net Working Capital, as the “CPA Firm”)case may be, who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal waiver of any right by the Purchaser to dispute such Closing Statement of Mexican Net Debt or Closing Statement of Net Working Capital, as the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission case may be, for purposes of this Section 2.08. Any item not disputed by the unresolved elements of the Purchaser’s Objection Purchaser as specified in sub-clause (a) above, Seller described above shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbe final and conclusive. (c) The CPA Firm Sellers and the Purchaser agree to negotiate in good faith to resolve any such disagreements regarding the determination of both the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital, and any resolution of such disagreement agreed to in writing by the Sellers and the Purchaser shall be final and binding upon the Parties. If the Sellers and the Purchaser are unable to resolve such disagreement identified by the Purchaser pursuant to Section 2.08(b) within 30 days after delivery to the Sellers of written notice of such disagreement by the Purchaser, then the disputed matters shall be referred to Deloitte & Touche LLP for final determination. If Deloitte & Touche LLP is unable to serve or shall decline or is not, at the time of such referral, independent of the Sellers and the Purchaser, the Sellers and the Purchaser shall jointly select an arbitrator from an internationally recognized accounting firm that is not the independent auditor for either the Sellers or the Purchaser and has not performed any other material services for either the Sellers or the Purchaser during the year preceding its selection nor agreed to perform services in the future; provided, however, that if the Sellers and the Purchaser are unable to select such an arbitrator within 45 days after delivery of written notice of a disagreement, the Center for International Expertise of the International Chamber of Commerce shall make such selection at the request of any Party (the Arbitrator or Deloitte & Touche LLP or any other internationally recognized accounting firm so selected shall be referred to herein as the “Arbitrator”). The Arbitrator shall only consider those items and amounts as to which the Sellers and the Purchaser have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Arbitrator shall select as a resolution for each disputed matter the position of either the Sellers or the Purchaser (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and may not impose an alternative resolution. The Arbitrator shall deliver to the Sellers and the Purchaser, as promptly as practicable and in any event within 45 days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital, as the case may be, determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the Parties to Purchaser the fullest extent permitted by applicable law and Seller no later than may be enforced in any court having jurisdiction. The fees and expenses of the thirtieth Arbitrator shall be allocated between the Sellers, on the one hand, and the Purchaser, on the other hand, in the same proportion that the total amount of unsuccessfully disputed items of each party (30thas finally determined by the Arbitrator) day bears to the total amount of the disputed items so submitted by the parties to the Arbitrator. The Purchasers and the Sellers shall each be responsible for their own costs and expenses incurred in connection with this Section 2.08(c) (including, without limitation, the amount it is required to pay to the Arbitrator). (d) If and to the extent (i) the Closing Statement of Mexican Net Debt, as finally determined after the remaining differences underlying Purchaser’s Objection are referred procedures set forth in this Section 2.08, is different from the Estimated Mexican Net Debt Statement, the Share Purchase Price shall be decreased dollar for dollar by the amount that the amount that the Closing Statement of Mexican Net Debt exceeds the amount of the Estimated Mexican Net Debt Statement, or increased dollar for dollar by the amount that the Estimated Mexican Net Debt Statement exceeds the amount of the Closing Statement of Mexican Net Debt, or (ii) the Closing Statement of Net Working Capital, as finally determined after the procedures set forth in this Section 2.08, is different from the Estimated Net Working Capital Statement, the Purchase Price shall be increased dollar for dollar by the amount that the Net Working Capital on the Closing Statement of Net Working Capital exceeds the Net Working Capital on the Estimated Net Working Capital Statement, or decreased dollar for dollar by the amount that the Net Working Capital on the Estimated Net Working Capital Statement exceeds the Net Working Capital on the Closing Statement of Net Working Capital. If the Purchase Price is decreased as a result of this adjustment, the Sellers shall pay to the CPA FirmPurchaser the amount of such decrease along with interest accrued thereon (as determined below), and if the Purchase Price is increased as a result of such adjustment, the Purchaser shall pay to the Sellers the amount of such increase along with interest accrued thereon (as determined below). Interest on the amount of such increase or such longer period decrease shall accrue at a rate per annum equal to LIBOR plus 400 basis points commencing on the Closing Date until the date of time payment. All payments pursuant to this Section 2.08(d) shall be made by wire transfer of same day funds to an account designated by the Sellers or the Purchaser, as the CPA Firm determines is necessarycase may be, within 30 Business Days after the determination of the amount to be paid.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller Purchaser Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Net Working Capital Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache showing Purchaser Parent’s calculation, as of the Closing Time Date, of: (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”1) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall notify Seller be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement. (b) Graco may dispute Purchaser Parent’s calculation of the Final Closing Balance Sheet or the Final Closing Statement (collectively, the “Final Closing Documents”) (or any element thereof) by notifying Purchaser Parent in writing writing, setting forth in reasonable detail the particulars of such disagreement and any reason therefore (the “Purchaser’s Notice of Objection”), setting forth a specific description within 30 days after Graco’s receipt of the basis Final Closing Balance Sheet. In the event that Graco does not deliver a Notice of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of Parent within such thirty (30) 30 day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Graco shall be irrevocably deemed to be have accepted Purchaser Parent’s calculation of the Final Adjustment Amount set forth in the Final Closing Documents. In the event that a Notice of Objection is timely delivered, Purchaser Parent and Graco shall use their respective commercially reasonable efforts and exchange any information reasonably requested by Purchaser. Seller shall then have thirty (30) the other party for a period of 30 days after Purchaser Parent’s receipt of the Notice of Objection, or such longer period as Graco and Purchaser Parent may agree in writing, to review and respond to Purchaser’s resolve any disagreements set forth in the Notice of Objection. If Seller Purchaser Parent and Purchaser Graco are unable to resolve all such disagreements within such 30-day period and if (x) the items that remain in dispute at the end of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection such period (the “Negotiation PeriodUnresolved Items”) total less than One Hundred Thousand Dollars ($100,000.00), they then the Unresolved Items shall refer their remaining differences be deemed to a mutually agreeable have been resolved by Graco and Purchaser Parent by splitting equally the amount of such Unresolved Items, and the calculations of the Final Closing Documents shall be finally modified so as to reflect such resolution of the Unresolved Items; or (y) the Unresolved Items total at least One Hundred Thousand Dollars ($100,000.00), then, within 30 days thereafter, either Graco or Purchaser Parent may require that an independent accounting firm of recognized national recognition standing as may be mutually selected by Purchaser Parent and Graco (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within “Independent Firm”) shall resolve the past three (3) years) acceptable to both Seller Unresolved Items; provided that if Graco and Purchaser or if Seller and Purchaser Parent are unable to agree on an Independent Firm, the parties agree that the Chicago, Illinois office of RSM McGladrey shall serve as the Independent Firm. Purchaser Parent and Graco shall instruct the Independent Firm to such third party accounting firm determine as promptly as practicable, and in any event within ten (10) 30 days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the date on which such dispute (the accounting firm selected being is referred to as the “CPA Independent Firm”), who shall determinebased solely on the provisions of this Agreement, only with respect to and the remaining differences so submittedwritten presentations by Graco and Purchaser Parent, and not on an independent review, whether and to what extent, extent (if any) the calculations of Final Closing Documents require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Firm (A) may not assign a value to any item greater than the greatest value for such item claimed by Graco or Purchaser Parent or less than the smallest value for such item claimed by Graco or Purchaser Parent, (B) may not take oral testimony from the parties hereto or any other Person, and (C) shall not consider any facts that have occurred after the Closing Net Working Capital requires adjustmentDate. The procedure Graco and schedule under which Purchaser Parent shall give each other copies of any dispute shall be written submissions at the same time as they are submitted to the CPA Independent Firm. The fees and expenses of the Independent Firm shall be as follows: (a) Within ten (10) days after allocated between Graco and Purchaser Parent based upon the later of (i) percentage which the end portion of the Negotiation Period contested amount not awarded to each of Graco and (ii) Purchaser Parent bears to the selection amount actually contested by each of Graco and Purchaser Parent. The determination of the CPA FirmIndependent Firm shall be set forth in a written statement delivered to Graco and Purchaser Parent and shall be final, Purchaser shall submit any unresolved elements of conclusive and binding on the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller)parties, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesabsent fraud or manifest error. (c) The CPA Firm If, following completion of the procedures described in Sections 3.2(a) and (b), the Final Closing Statement shows that an amount is due Purchaser Parent (because the Initial Purchase Price is greater than the final Purchase Price shown on the Final Closing Statement), Graco shall deliver its written determination promptly pay such difference to Purchaser and Seller no later Parent, in cash. If the Final Closing Statement shows that an amount is due Graco (because the Initial Purchase Price is less than the thirtieth final Purchase Price shown on the Final Closing Statement), Purchaser Parent shall promptly pay such excess to Graco, in cash. (30thd) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA FirmCapitalized terms used in this Section 3.2, but not defined herein shall be as defined or such longer period of time as the CPA Firm determines is necessaryused in Schedule 3.2(a).

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following the Closing Date, Seller The Purchaser shall preparedeliver, or cause to be prepareddelivered, to the Seller, as soon as practicable, but in no event more than forty-five (45) days after the Closing Date, a preliminary statement prepared in good faith and deliver to Purchaser a statement in the same form as the Estimated Closing Statement (the “Preliminary Statement”) setting forth (i) the calculation of (A) the Closing Date Net Working Capital Statement”Amount, (B) which shall the Closing Cash, (C) the Closing Indebtedness and (D) the Selling Expenses, along with reasonable supporting detail to evidence the calculations of such amounts and (ii) on the basis of the foregoing, a calculation of the Aggregate Purchase Price. The Preliminary Statement and all of the calculations set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and therein shall be prepared in accordance with Seller’s GAAP applied in a manner consistent with past accounting methods, policies, practices and procedures the Agreed Accounting Principles. (b) The Seller shall have forty-five (45) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). During the Review Period, the Seller shall have reasonable access during normal business hours to the books and records, personnel and advisors of each Company Entity and its Subsidiaries to the extent reasonably required in connection with such review. If the Seller objects to any aspect of the Preliminary Statement, the Seller must deliver a written notice of such objection (the “Objection Notice”) to the Purchaser on or prior to the expiration of the Review Period, which notice shall specify in reasonable detail those items or amounts in the same mannerPreliminary Statement as to which the Seller disagrees (the “Disputed Items”). If the Seller delivers an Objection Notice to the Purchaser prior to the expiration of the Review Period as provided in this Section 1.4(b), with consistent classification the Purchaser and estimation methodologythe Seller shall, for a period of thirty (30) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters contained therein, and any written resolution, signed by each of the Purchaser and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. In the Financial Statements were preparedevent the Seller does not deliver an Objection Notice to the Purchaser as provided in this Section 1.4(b) prior to the expiration of the Review Period, except that the Excluded Assets Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement (and the Newsprint Retained Obligations calculations and amounts therein) or undisputed portions thereof (as the case may be) (and the corresponding Final Statement and Final Aggregate Purchase Price calculated on the basis thereof) shall be excludedfinal, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Purchaser and the Seller have not reached an agreement with respect to all disputed matters contained in the Objection Notice, then within ten (10) Business Days thereafter, the Purchaser and the Seller shall submit for resolution those of such matters remaining in dispute to PricewaterhouseCoopers LLP, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (as the case may be, the “Neutral Arbitrator”). The Closing Net Working Capital Statement may Neutral Arbitrator shall act as an arbitrator to resolve (based solely on the written presentations of the Purchaser and the Seller and not be amended by independent review) only those matters submitted to it in accordance with the first sentence of this Section 1.4(c). The Purchaser and the Seller after it is delivered shall direct the Neutral Arbitrator to Purchaser. 1.9.2 Purchaser shall, render a resolution of all such disputed matters within thirty (30) days after its engagement or such other period agreed upon in writing by the delivery Purchaser and the Seller. The resolution of the Closing Net Working Capital Statement Neutral Arbitrator shall be set forth in a written statement delivered to it, complete its review each of the Closing Net Working Capital reflected on Purchaser and the Closing Net Working Capital Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder, absent fraud or manifest error. The Preliminary Statement. If Purchaser wishes , once modified and/or agreed to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”accordance with Section 1.4(b) and/or this Section 1.4(c), setting forth a specific description shall become the “Final Statement,” and the calculation of Aggregate Purchase Price on the basis of Purchaser’s Objection the calculations and amounts set forth in the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it Final Statement is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA FirmFinal Aggregate Purchase Price.” (d) All fees and expenses relating to the work performed by the Neutral Arbitrator shall be borne by the Purchaser, on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Neutral Arbitrator. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Arbitrator shall be borne by the Party incurring such cost and expense. (e) If the Estimated Aggregate Purchase Price exceeds the Final Aggregate Purchase Price (the amount of such excess, the “Downward Adjustment Amount”), who then the Seller and the Purchaser shall determine, only with respect promptly execute and deliver a written instruction to the Escrow Agent to (i) make a disbursement of the Downward Adjustment Amount to the Purchaser, first, from the Working Capital Escrow Amount, and, to the extent the Downward Adjustment Amount exceeds the Working Capital Escrow Amount, thereafter from the Indemnity Escrow Amount, and (ii) make a the disbursement of the remaining differences so submitted, whether and to what extentamount of the Working Capital Escrow Amount, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:Seller (or one or more accounts designated by the Seller). (af) Within ten If the Final Aggregate Purchase Price exceeds the Estimated Aggregate Purchase Price (10) days after the later amount of such excess, the “Upward Adjustment Amount”), then (i) the end Purchaser shall pay, within three (3) Business Days after the date on which the Preliminary Statement becomes the Final Statement, by wire transfer of immediately available funds, to the Negotiation Period Seller (or one or more accounts designated by the Seller) an amount equal to the Upward Adjustment Amount, and (ii) the selection Seller and the Purchaser shall promptly execute and deliver a written instruction to the Escrow Agent to make a disbursement of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection Working Capital Escrow Amount to the CPA Firm in writing Seller (with a copy to or one or more accounts designated by the Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Parent within one hundred and twenty (120) days after the Closing Date a written statement (the “Closing Statement”) setting forth its calculation of the Closing Indebtedness, the Assumed Net Working Capital Statement”) which shall set forth and the Net Working Capital Aggregate SKU-Level Shortfall and the resulting calculation of the Newsprint Business Purchase Price, in each case including reasonable detail with supporting documentation. Parent and of Apache as any accountants and advisors engaged by Parent shall be permitted reasonable access to any documents, schedules or workpapers used by Buyer in its calculation of the Closing Time (which shall be set forth separately Statement for each purposes of the Newsprint Business evaluating Buyer’s calculation and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchasermaking its own calculations of such amounts. 1.9.2 Purchaser shall, within (b) Within thirty (30) days after the delivery Closing Statement is delivered to Parent pursuant to Section 2.05(a), Parent shall deliver to Buyer either (i) a written acknowledgement accepting the Closing Statement and the calculation of the Closing Indebtedness, the Assumed Net Working Capital Statement to it, complete its review and the Aggregate SKU-Level Shortfall and resulting calculation of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing Purchase Price as set forth therein or (ii) a written report setting forth in reasonable detail of such disagreement those specific items and amounts to which Parent objects (each, a “Disputed Item”) and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the proposed adjustments to the Closing Indebtedness, the Assumed Net Working Capital that Purchaser believes should be madeand the Aggregate SKU-Level Shortfall and resulting calculation of the Purchase Price, on or before along with supporting documentation (the last day of “Adjustment Report”). If Parent fails to respond to Buyer within such thirty (30) day period, which Purchaser’s Objection may not Parent shall be amended by Purchaser after it is delivered deemed to Seller (except have accepted and agreed to withdraw any such Purchaser’s Objection). Any items on the Closing Statement, including the calculations the Closing Indebtedness, the Assumed Net Working Capital Statements and the Aggregate SKU-Level Shortfall and the resulting calculation of the Purchase Price and the Adjustment Amount as set forth therein. Any calculations not disputed specifically objected to as a Disputed Item in Purchasera timely-delivered Adjustment Report will be final and binding upon, and not appealable or subject to further review by, the Parties. (c) Following ▇▇▇▇▇’s Objection receipt of the Adjustment Report, if any, the parties shall be irrevocably deemed work in good faith to be accepted by Purchaserresolve the Disputed Items set forth therein. Seller shall then have In the event Parent and Buyer fail to agree on any Disputed Items within thirty (30) days after ▇▇▇▇▇ receives the Adjustment Report (or such longer period as they may mutually agree), then Parent and Buyer agree to review submit any remaining disputed amounts to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or such other national independent accounting or valuation firm mutually acceptable to Buyer and respond to Purchaser’s ObjectionParent (the “Adjustment Accounting Firm”) for computation or verification in accordance with the terms of this Agreement. If Seller ▇▇▇▇▇▇ and Purchaser are unable to resolve all of their disagreements ▇▇▇▇▇ reach a final resolution with respect to any particular Disputed Item in a written document signed by ▇▇▇▇▇▇ and ▇▇▇▇▇ (each, a “Resolved Item”), such Resolved Item shall be final and binding upon, and not appealable or subject to further review by, the determination of Parties. Buyer and Parent shall direct the foregoing items Adjustment Accounting Firm to review the remaining Disputed Items and, within thirty (30) days following Seller’s receipt its engagement (or within the shortest time frame as the Adjustment Accounting Firm agrees), deliver a written report to Buyer and Parent setting forth its determination of Purchaser’s Objection the proper amounts of the Disputed Items. The Adjustment Accounting Firm shall consider only the Disputed Items. Each of Buyer and Parent shall be entitled to make a single written presentation to the Adjustment Accounting Firm regarding the Disputed Items, (the “Negotiation PeriodInitial Submissions”), they which Initial Submissions shall refer their remaining differences be provided to a mutually agreeable independent accounting firm of national recognition (other the Adjustment Accounting Firm, if at all, no later than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion date on which the Adjustment Accounting Firm is officially retained, but neither Buyer nor Parent shall separately meet with or discuss the Disputed Items with the Adjustment Accounting Firm without the other Party’s prior written consent. The Adjustment Accounting Firm shall forward a copy of each applicable Party’s Initial Submission to the other applicable Party. In making its determination, the Adjustment Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Closing Indebtedness, Assumed Net Working Capital and Aggregate SKU-Level Shortfall, the methodology for calculating such amounts, and the terms of this Section 2.05(c), and (ii) not assign any value with respect to a disputed amount that is in excess of, or less than, the greatest or lowest value, respectively, claimed for such item in the submission of the Negotiation PeriodDisputed Items to the Adjustment Accounting Firm. Buyer and Parent shall, either Seller or Purchaser may request and shall cause their accountants to, provide the Adjustment Accounting Firm all reasonable and timely access to the work papers and other books and records and information as reasonably necessary for the Adjustment Accounting Firm to perform its function as arbitrator (subject, in the case of accountant’s working papers, to the execution of a customary work paper access agreement), and each of Buyer and Parent agrees that the Chairman Adjustment Accounting Firm shall be acting as an expert and not arbitrator. The remedies provided this Section 2.05(c) shall be the exclusive remedy for resolving disputes related to the determination of Closing Indebtedness, Assumed Net Working Capital and Aggregate SKU-Level Shortfall, and the decision of the American Arbitration Association (or Adjustment Accounting Firm shall be final and binding on Parent and Buyer absent manifest error; provided, that the nominated representative final written determination of the ChairmanAdjustment Accounting Firm may be submitted by either Party to a court of competent jurisdiction for specific enforcement thereof; provided, further, that nothing in this Section 2.05 shall limit the rights of any Person under ARTICLE X or under any R&W Policy, if bound. All negotiations pursuant to this Section 2.05(c) appoint a third party accounting firm meeting shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the aforementioned requirements Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to resolve the Adjustment Accounting Firm, and the dispute resolution proceedings under this Section 2.05(c), shall be treated as confidential information. The fees and expenses of the Adjustment Accounting Firm shall be borne on a proportionate basis by Buyer, on the one hand, and Parent, on the other hand, based on the percentage which the portion of the contested amount not awarded to each such Person bears to the amount actually contested by such Person. For example, if (i) Buyer submits an adjustment of $1,000 for a specific item to the Adjustment Accounting Firm, (ii) Parent contests only $500 of the amount claimed by Buyer for such specific item, (iii) such specific item is the only item submitted to the Adjustment Accounting Firm, and (iv) the Adjustment Accounting Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the costs and expenses of the Adjustment Accounting Firm shall be allocated 40% (i.e., $200/$500) to Buyer and 60% ($300/$500) to Parent. (d) The date on which the Closing Indebtedness, the final Assumed Net Working Capital, the final Aggregate SKU-Level Shortfall, the final calculation of the Purchase Price resulting therefrom (the accounting firm selected being “Closing Purchase Price”) and the Adjustment Amount are finally determined pursuant to this Section 2.05 shall hereinafter be referred to as the “CPA FirmSettlement Date.” (e) If the Adjustment Amount as finally determined pursuant to this Section 2.05 is positive, then Buyer shall pay to Parent an amount equal to the Adjustment Amount. If the Adjustment Amount is negative, then Parent shall pay to Buyer an amount equal to the Adjustment Amount. (f) Any payment required pursuant to (i) the first sentence of Section 2.05(e) shall be made within five (5) Business Days after the Settlement Date by the transfer of immediately available funds to a bank account designated by Parent in writing within three (3) Business Days after the Settlement Date, or (ii) the second sentence of Section 2.05(e) shall be satisfied first out of any funds then available in the Escrow Account within five (5) Business Days after the Settlement Date, in an amount of cash equal to the Adjustment Amount (the “Parent Settlement Payment”); provided, who however, that in the event that the Parent Settlement Payment owed to Buyer exceeds the Escrow Amount, then Parent shall determinepay to Buyer by the transfer of immediately available funds to a bank account designated by Buyer in writing within three (3) Business Days after the Settlement Date, only an amount equal to such deficiency, which balance shall be required to be paid with respect to such five (5) Business Day period referenced above. Any funds remaining in the remaining differences so submitted, whether and to what extentEscrow Account, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule after all payments under which any dispute this Section 2.05(f) shall be submitted released to Parent within five (5) Business Days after the Settlement Date in accordance with the Escrow Agreement. Buyer and Parent shall jointly instruct the Escrow Agent to make such distributions in accordance with the Escrow Agreement as and when required by this Agreement. All such payments shall be considered an adjustment to the CPA Firm shall be as follows: (a) Within ten (10) days after the later Purchase Price, including for purposes of (i) the end of the Negotiation Period any Tax, and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection this adjustment to the CPA Firm Purchase Price will include any applicable VAT in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response relation to the CPA Firm Purchase Price as provided in writing (with a copy to Purchaser)Section 7.05, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryextent permitted under applicable Law.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 120 days following after the Closing Date, Seller shall prepare, Acquiror will prepare and deliver or cause to be prepared, prepared and deliver delivered to Purchaser Weatherford a statement combined balance sheet of the Business acquired pursuant hereto and the Foreign Acquisition Agreements as of the Closing (the “Closing Net Working Capital StatementDate Balance Sheet”) which shall set forth and a proposed statement of the Net Working Capital prepared therefrom (the “Closing Statement”). The Closing Date Balance Sheet and the Closing Statement (i) will reflect, respectively, the financial position of the Newsprint Business acquired pursuant hereto and the Foreign Acquisition Agreements on a combined basis and the components and calculation of Apache the Net Working Capital, in each case as of the Closing Time and (which shall ii) will be prepared and determined as of the Closing consistent with Weatherf▇▇▇’▇ ▇▇▇▇▇▇▇s, procedures, practices and methodologies set forth separately for each on Schedule 3.1.4(b). The Net Working Capital as of the Newsprint Business and Apache, but as aggregated shall be Closing Date determined in accordance with this Section 2.6 is referred to herein as the “Closing Net Working Capital”) Capital Balance.” The portion of the Closing Working Capital Balance relating to Inventories located at the sites described on Exhibit E shall be prepared based on a physical inventory performed by Weatherford and Acquiror at such sites, which shall be carried out in accordance with the procedures, including the measurement procedures, specified in Schedule 3.1.4(b), and shall be prepared in accordance with Seller’s past accounting methods, policies, practices commenced on or about the Closing Date and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, completed within thirty (30) days five Business Days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesDate. (b) Within fifteen (15) If, within 60 days following Purchaserafter the date of Acquiror’s submission delivery of the unresolved elements Closing Date Balance Sheet and the Closing Statement, Weatherford determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Weatherford may give written notice to Acquiror within such 60 day period (i) setting forth Weatherf▇▇▇’▇ ▇▇▇▇▇▇▇d changes to the Closing Date Balance Sheet as prepared by Acquiror and the determination by Weatherford of the PurchaserClosing Working Capital Balance and (ii) specifying in reasonable detail Weatherf▇▇▇’▇ ▇▇▇▇▇ ▇or disagreement with Acquiror’s Objection as specified in sub-clause (a) above, Seller shall submit its response preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Weatherford to so express disagreement and provide such notice within such 60 day period will constitute acceptance of Acquiror’s preparation of the CPA Firm in writing (with a copy Closing Date Balance Sheet and computation of the Closing Working Capital Balance. If Acquiror and Weatherford are unable to Purchaser), supported by resolve any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Weatherford to Acquiror of such disagreement, the dispute may be referred by Acquiror or Weatherford for determination to the Houston, Texas office of Grant Th▇▇▇▇▇▇ ▇▇▇ (▇▇, if they are unable or unwilling to serve, another mutually acceptable internationally recognized accounting firm (the “Accountants”)). Within 15 days of such referral, each party shall submit, in writing, detailed briefs to the Accountants setting forth their position, and the Accountants shall make a written determination as promptly as practicable, but in any unresolved elements event within 30 days after the date on which the dispute is referred to which the Accountants. The Accountants will not disclose either party’s position to the other party. Neither Acquiror nor Weatherford shall be entitled to respond to the brief provided by the other party to the Accountants. The Accountants may ask and receive responses in writing from one or both parties in order to clarify such failure relatesparty’s position. The Accountants are authorized to select only the Closing Working Capital Balance as presented by Acquiror or Weatherford and shall not select any other amount as the Closing Working Capital Balance. The costs and expenses of the Accountants shall be borne by the party against whom the dispute is decided. No party will disclose to the Accountants, and the Accountants will not consider for any purposes, any settlement discussions or settlement offer made by any party. The decision of the Accountants shall be final and binding on the parties. (c) The CPA Firm shall deliver During the period that Weatherf▇▇▇’▇ ▇▇▇▇▇▇▇s and personnel are conducting their review of Acquiror’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance until the final determination of the Closing Working Capital Balance, Weatherford and its written Representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Acquiror and its Representatives in connection with Acquiror’s preparation of the Closing Statement and determination of the Closing Working Capital Balance; provided, however, that Weatherford will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Acquiror. (d) Any amounts collected with respect to Purchaser any accounts receivable of the Business that are included in the Net Working Capital but that are reserved against and Seller no later than excluded from computing the thirtieth Net Working Capital as of Closing (30ththe “Reserved Accounts Receivable”) day prior to the final determination of the Closing Working Capital Balance in accordance with this Section 2.6 will be included as a current asset in the calculation of the Closing Working Capital Balance to the extent so collected prior to such determination. If, prior to the one year anniversary of the date of the Domestic Closing, the Acquiror or any of its Affiliates collects any Reserved Accounts Receivable that were not added back to the Closing Working Capital Balance in accordance with the immediately preceding sentence, then the Acquiror or its Affiliates will promptly remit all such amounts to Weatherford. During the one year period after the remaining differences underlying Purchaser’s Objection are referred date of the Domestic Closing, Acquiror or its Affiliates shall use its commercially reasonable efforts consistent with their own respective collection practices in collecting any such Reserved Accounts Receivable; provided that the Acquiror or its Affiliates will not be required to expend amounts for any third party out-of-pocket costs or expenses to collect such Reserved Accounts Receivable, unless Weatherford or its Affiliates agrees in writing to reimburse the CPA Firm, Acquiror or its Affiliates for all such longer period of time as the CPA Firm determines is necessaryamounts.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following Following the Closing Date, Seller shall preparethe Estimated Purchase Price will be adjusted, or cause to be preparedif at all, dollar-for-dollar as set forth below: (a) Buyer will prepare and deliver to Purchaser Seller Representative within 75 days after the Closing Date (i) an unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Time (the “Closing Balance Sheet”) and (ii) a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital a calculation of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”A) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“PurchaserB) the Closing Cash, (C) the Closing Indebtedness, (D) the Transaction Expenses, (E) Buyer’s Objection”), setting forth a specific description calculation of the basis Final Purchase Price derived from the foregoing, and (F) with respect to each of Purchaser’s Objection the foregoing, the changes in such amounts from the corresponding amounts on the Estimated Closing Statement. The Closing Balance Sheet and the adjustments to Closing Statement will be prepared, and the Closing Net Working Capital that Purchaser believes should Capital, Closing Cash, Closing Indebtedness and Transaction Expenses will be madedetermined, in each case, in good faith and on a consolidated basis in accordance with the definitions set forth in this Agreement, in the case of the calculation of Net Working Capital, as set forth on the Sample Statement, and, to the extent not inconsistent with the definitions set forth in this Agreement and the Sample Statement, GAAP applied on a basis consistent with the preparation of the Latest Balance Sheet. The Closing Balance Sheet and Closing Statement (1) will not include any changes in assets or liabilities as a result of purchase or other accounting adjustments or other changes arising from or resulting as a consequence of the Transactions, and (2) will be based on facts and circumstances as they exist as of the Adjustment Time and will exclude the effect of any act, decision or event occurring on or before after the last day Closing. The parties agree that the purpose of such thirty preparing the Closing Balance Sheet and the Closing Statement and calculating Final Purchase Price is solely to (30x) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on accurately measure the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses and (y) measure the difference in Closing Net Working Capital Statements from Target Net Working Capital Range, and such processes are not disputed intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, reserves classifications or estimation methodologies for the purpose of calculating Final Purchase Price than were used in Purchaserthe calculation of Estimated Purchase Price. (b) On or prior to the 60th day following Buyer’s Objection shall delivery of the Closing Balance Sheet and the Closing Statement, Seller Representative may give Buyer a written notice stating in reasonable detail Sellers’ objections (a “Notice of Disagreement”) to the Closing Balance Sheet and the Closing Statement. During such 60-day period, and any period of dispute thereafter with respect to such Closing Balance Sheet and/or Closing Statement, subject to the limitations set forth in the last sentence of Section 7.01, Buyer will, and will cause the Company and its Subsidiaries to, (i) provide Seller Representative and its Advisors reasonable access to the books, records, systems, supporting data, facilities, and personnel of the Company and its Subsidiaries (including Company personnel responsible for accounting and finance and senior management) and, subject to execution of any customary work paper access letters required by them, the Company’s accountants and their work papers, and (ii) otherwise reasonably cooperate with and assist Seller Representative and its Advisors in connection with such review. Any determination set forth on the Closing Statement which is not specifically objected to in the Notice of Disagreement will be irrevocably deemed to be have been accepted by Purchaser. Seller shall then have thirty (30) days to review Sellers, and respond to Purchaser’s Objectionwill be final and binding upon all parties upon delivery of the Notice of Disagreement. If Seller Representative does not deliver to Buyer a Notice of Disagreement within such 60-day period, then the Closing Balance Sheet, the Closing Statement and Purchaser are unable the Closing Net Working Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses, each as delivered by Buyer, will be final and binding upon the parties as of the expiration of such 60-day period, and the Final Purchase Price set forth in the Closing Statement delivered by Buyer will constitute the Final Purchase Price for all purposes of this Agreement. (c) Following Buyer’s receipt of any Notice of Disagreement, Seller Representative and Buyer will attempt to negotiate in good faith to resolve the disputed matters set forth therein, and all such discussions and negotiations related thereto shall (unless otherwise agreed by Buyer and Seller Representative) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule. If Seller Representative and Buyer fail to agree on any of Seller Representative’s proposed adjustments set forth in the Notice of Disagreement within 30 days after Seller Representative delivers the Notice of Disagreement, Seller Representative and Buyer shall use their disagreements with respect respective reasonable best efforts to cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (provided that if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable or unwilling to serve in such capacity, Seller Representative and Buyer shall jointly select an alternative firm that is a nationally recognized independent accounting firm) (the “Neutral Auditor”), within 45 days immediately following such first 30-day period, to make the final written determination of all matters which remain in dispute that were included in the Notice of Disagreement. Buyer and Seller Representative will instruct the Neutral Auditor to, and the Neutral Auditor will, make a final determination of the foregoing items within thirty included in the Closing Balance Sheet and the Closing Statement (30to the extent such amounts are in dispute) days following Seller’s receipt solely in accordance with this Agreement. Buyer and Seller Representative will execute a customary engagement letter and will cooperate with the Neutral Auditor during the term of Purchaser’s Objection (its engagement. Buyer and Seller Representative will instruct the “Negotiation Period”Neutral Auditor not to, and the Neutral Auditor will not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller Representative, on the other hand. Buyer and Seller Representative will also instruct the Neutral Auditor to, and the Neutral Auditor will, make its determination based solely on written submissions by Buyer and Seller Representative that are in accordance with this Agreement and not on the basis of an independent review. The Closing Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses, in each case, as determined by the Neutral Auditor in accordance with this Section 1.04, will be final and binding on the parties hereto on the date the Neutral Auditor delivers its final determination in writing to Buyer and Seller Representative. The date on which the Closing Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses are finally determined pursuant to Section 1.04(b), they shall refer their remaining differences are agreed upon by Buyer and Seller Representative pursuant to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized this Section 1.04(c) or are determined by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3Neutral Auditor in accordance with this Section 1.04(c) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being is referred to as the “CPA FirmSettlement Date”. The fees, costs and expenses of the Neutral Auditor will be allocated between Buyer, on the one hand, and Seller Representative (on behalf of the Sellers), on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Neutral Auditor that is unsuccessfully disputed by such party (as finally determined by the Neutral Auditor) bears to the total amount of disputed items submitted. For example, if Seller Representative submits a Notice of Disagreement for $1,000, and if Buyer contests only $500 of the amount claimed by Seller Representative, and if the Neutral Auditor ultimately resolves the dispute by awarding Seller Representative $300 of the $500 contested Neutral Auditor then the costs and expenses of the Neutral Auditor will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller Representative. The Neutral Auditor shall only have the authority to resolve disputes between Buyer and the Seller Representative (on behalf of the Sellers) regarding the preparation of the Closing Balance Sheet and the Closing Statement and the resulting calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses, pursuant to the terms of this Section 1.04(c). (d) If the Estimated Purchase Price exceeds the Final Purchase Price (such excess, the “Excess Amount”), who shall determine, only with respect Buyer and Seller Representative will deliver joint written instructions to the remaining differences so submittedEscrow Agent to cause the Escrow Agent to pay to Buyer (or its designee), whether and to what extent, if anywithin five Business Days after the Settlement Date by wire transfer of immediately available funds, the Closing Net Working Capital requires adjustmentExcess Amount from the Adjustment Escrow Funds. The procedure In the event that at such time the Excess Amount is less than the Adjustment Escrow Funds (such shortfall, the “Remaining Adjustment Escrow Funds”), Buyer and schedule under which any dispute shall be submitted Seller Representative will simultaneously with delivery of the instructions in the immediately foregoing sentence deliver joint written instructions to the CPA Firm Escrow Agent to cause the Escrow Agent to pay the Remaining Adjustment Escrow Funds from the Adjustment Escrow Account to NewCo Seller. In the event that the Excess Amount exceeds the Adjustment Escrow Funds, the payment to Buyer pursuant to this Section 1.04(d) shall be as follows:equal the Adjustment Escrow Funds. (ae) Within ten If the Final Purchase Price exceeds the Estimated Purchase Price (10) days after such excess, the later of “Adjustment Amount”), then (i) Buyer will, within five Business Days after the end Settlement Date, make payment of the Negotiation Period Adjustment Amount to NewCo Seller by wire transfer of immediately available funds in accordance with the Seller Payment Instructions, and (ii) Buyer and Seller Representative will deliver joint written instructions to the selection Escrow Agent to cause the Escrow Agent to make payment of the CPA FirmAdjustment Escrow Funds from the Adjustment Escrow Account, Purchaser shall submit any unresolved elements within five Business Days after the Settlement Date, to NewCo Seller by wire transfer of immediately available funds in accordance with the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesSeller Payment Instructions. (bf) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection The parties hereto agree that any payment made pursuant to this Section 1.04 shall be treated as specified in sub-clause (a) above, Seller shall submit its response an adjustment to the CPA Firm in writing (with a copy to Purchaser)aggregate consideration for Tax purposes, supported unless otherwise required by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesapplicable Law. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following In the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (event that the “Closing Net -------------------------------------- Working Capital Statement”) which shall set forth as reflected on the Net Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apachedecrease, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared if any, in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after as reflected on the delivery Audited Closing Balance Sheet from the amount of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Preliminary Closing Net Balance Sheet or (ii) the amount, if any, by which the Working Capital Statementreflected on the Audited Closing Balance Sheet is less than the Working Capital Target. If Purchaser wishes Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to dispute reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Net Balance Sheet from the amount of Working CapitalCapital reflected on the Preliminary Closing Balance Sheet, Purchaser provided, however, that in no event shall notify Seller in writing in reasonable detail such upward adjustment exceed the total amount of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments adjustment to the Closing Net Working Capital that Purchaser believes should be madePurchase Price made pursuant to Section 2.6(c) above. The post-closing adjustment to the -------------- Purchase Price, on or before the last day of such thirty (30) day periodif any, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed paid by Seller to be accepted ▇▇▇▇▇▇ from the Escrow Sum or by Purchaser. Seller shall then have thirty (30) days ▇▇▇▇▇▇ to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of as the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm case may be, in immediately available funds within ten (10) business days after the conclusion of delivery of the Negotiation PeriodAudited Closing Balance Sheet, either unless the Seller or Purchaser may request that disputes any items on the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”)Audited Closing Balance Sheet, who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under in which any dispute case it shall be submitted to the CPA Firm shall be as follows: (a) Within paid within ten (10) business days after the later Independent Accountants finally determine the disputed item(s), and ▇▇▇▇▇▇ delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination. Notwithstanding the foregoing, Konica shall be responsible for or shall receive, as the case may be, ten percent (10%) of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection adjustment to the CPA Firm in writing (with a copy Purchase Price made pursuant to Seller), supported by any documents and/or affidavits upon which it reliesthis Section 2.8. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.-----------

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable after the Initial Closing, but in no event later than sixty (60) days following after the Initial Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare in good faith and deliver to Purchaser Seller a written statement setting forth Buyer’s good faith calculations of the actual amounts of the Net Working Capital, Closing Indebtedness, Transaction Expenses, Closing Cash, and the resulting Initial Closing Cash Consideration therefrom, together with such schedules and data with respect to the determination of each of the foregoing amounts as are reasonably necessary to support such amounts (the “Closing Net Working Capital Statement”). (b) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the The Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Statement shall be prepared in accordance with Seller’s past the Accounting Principles. The Parties agree that the purpose of preparing the Initial Closing Statement is to measure the amount of change between the Estimated Initial Closing Cash Consideration and the Initial Closing Cash Consideration (if any) and such process is not intended to permit the introduction of different judgments, accounting methods, policies, practices and procedures and in principles, practices, procedures, classifications or estimation methodologies for the same manner, with consistent classification and estimation methodology, as purpose of preparing the Financial Statements were preparedInitial Closing Statement or determining the Initial Closing Cash Consideration, except that to the Excluded Assets extent such an introduction is necessary to comply with this Agreement (including the definitions of the applicable components of Initial Closing Cash Consideration set forth herein) and the Newsprint Retained Obligations Accounting Principles. (c) Buyer shall be excludedprovide the Seller and its representatives reasonable access during normal business hours to the relevant books, records (including work papers, schedules, memoranda and other documents) and supporting data for purposes of their review of the Initial Closing Statement, including reasonable access to its applicable accounting and finance personnel, so long as such access is requested reasonably in advance. The Closing Net Working Capital Statement may not be amended Parties will cooperate in good faith to answer any questions and resolve any issues raised by Seller after it is delivered to Purchaserand its representatives in connection with their review of the Initial Closing Statement. 1.9.2 Purchaser (d) If the Seller disagrees with any part of Buyer’s calculation of the Initial Closing Cash Consideration as set forth on the Initial Closing Statement, the Seller shall, within thirty (30) days after the delivery Seller’s receipt of the Initial Closing Net Working Capital Statement to itStatement, complete its review notify Buyer in writing of such disagreement by setting forth the Seller’s calculation of the Initial Closing Net Working Capital reflected on Cash Consideration, including each of the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capitalcomponents thereof, Purchaser shall notify Seller in writing and describing in reasonable detail of the basis for such disagreement and any reason therefore (an “Purchaser’s ObjectionObjection Notice”). If the Seller does not deliver an Objection Notice within the time period specified above (provided that Buyer has fully complied with its obligations under Section 2.4(c) above), setting then Buyer’s determination of Initial Closing Cash Consideration as set forth a specific description of in the basis of Purchaser’s Initial Closing Statement will be deemed to have been accepted by the Seller and shall be final and binding. If an Objection Notice is timely delivered to Buyer, then Buyer and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable negotiate in good faith to resolve all of their disagreements with respect to the determination computation of the foregoing items Initial Closing Cash Consideration. All such negotiations shall (unless otherwise agreed in writing by ▇▇▇▇▇ and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. In the event that ▇▇▇▇▇ and Seller are unable to resolve all such disagreements within thirty (30) days following Sellerafter ▇▇▇▇▇’s receipt of Purchaser’s such Objection Notice (or such longer period as Buyer and the “Negotiation Period”Seller may agree in writing), they ▇▇▇▇▇ and the Seller shall refer their submit such remaining differences disagreements to a mutually agreeable independent accounting firm the Independent Accountant. (e) Buyer and Seller shall cooperate with the Independent Accountant during the term of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any its engagement and shall use commercially reasonable efforts to cause the Independent Accountant to resolve all remaining disagreements with respect to the computation of the foregoing within the past three (3) years) acceptable to both Initial Closing Cash Consideration, as soon as practicable. The Seller and Purchaser or if Buyer shall jointly instruct the Independent Accountant that: (i) the Independent Accountant shall consider only those items and amounts in Buyer’s and Seller’s respective calculations of the Initial Closing Cash Consideration as set forth in Buyer’s Closing Statement and in the Objection Notice, including each of the components thereof, that are identified as being items and amounts to which Buyer and Seller and Purchaser are have been unable to agree as agree; (ii) in resolving any disputed item, the Independent Accountant may not assign a value to any item greater than the greatest value for such third party accounting firm item claimed by either Party or less than the smallest value for such item claimed by either Party; (iii) the Independent Accountant’s determination of the Initial Closing Cash Consideration, including each of the components thereof, to the extent such amounts are in dispute, shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions, terms and conditions included herein, and shall be limited in scope to determining whether the item in dispute is (A) calculated in accordance with the definitions of the applicable components of the Initial Closing Cash Consideration set forth herein and the Accounting Principles or (B) a mathematical error; and (iv) shall render its decision within ten thirty (1030) days after the conclusion referral of the Negotiation Perioddispute to the Independent Accountant for a decision pursuant hereto. As promptly as practicable following the Independent Accountant’s engagement, either ▇▇▇▇▇ and the Seller or Purchaser shall each prepare and submit a presentation to the Independent Accountant (which presentations may request that not refer to any settlement proposals previously made by the Chairman other Party). Following the delivery of the American Arbitration Association (or presentations, ▇▇▇▇▇ and the nominated representative of the Chairman) appoint Seller may each submit a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing other Party’s presentation. Neither the Seller nor ▇▇▇▇▇ (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after Independent Accountant without the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.prior consent of

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following No later than the end of the Closing DateStatement Delivery Period, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Sellers’ Representative a written statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as Buyer’s good faith determination of the Closing Time Adjustment Amount, together with reasonable supporting calculations and documents used in the preparation of the Closing Statement; provided that, if Buyer fails to timely deliver the Closing Statement within the Closing Statement Delivery Period (provided, that any Closing Statement delivered by Buyer during the Closing Statement Delivery Period will be deemed to be timely delivered, regardless of any objections (successful or otherwise) Seller may make pursuant to Section 2.04(b)), then, without limiting Sellers’ remedies hereunder (including under Section 2.04(b)), the Estimated Closing Statement shall be deemed to be the Closing Statement. Buyer shall provide Sellers’ Representative and its Representatives reasonable access, on advance notice and at Sellers’ Representative’s sole expense, during normal business hours and in a manner as to not unreasonably interfere with the normal operations of the Acquired Companies to Buyer’s and the Acquired Companies’ appropriate Representatives and to Buyer’s and the Acquired Companies’ appropriate books and records as may be reasonably requested by Sellers’ Representative for purposes of Sellers’ Representative’s and its Representatives’ review of the Closing Statement, subject to the execution of customary work paper access letters requested by Buyer’s accountants. (b) The Closing Statement and all items set forth therein shall become final and binding on the Parties on (i) the day immediately after the expiration of a 30-day period after Sellers’ Representative’s receipt thereof or (ii) if Buyer does not deliver the Closing Statement within the Closing Statement Delivery Period, the day immediately after the expiration of the Closing Statement Delivery Period (subject to the remainder of this Section 2.04(b), the “Final Settlement Date”), unless Sellers’ Representative delivers written notice to Buyer disputing in reasonable detail any item set forth on the Closing Statement on or before the Final Settlement Date (to the extent complying with this Section 2.04(b): (x) such notice, a “Dispute Statement,” and (y) each such item properly included in the Dispute Statement, and any facts and amounts attributable thereto or underlying the basis thereof, a “Disputed Item”); provided that a Dispute Statement shall only include disputes (and changes to the Closing Adjustment Amount may only be) based on (x) a failure of any component of the Closing Adjustment Amount to be determined in accordance with the Accounting Principles and the applicable defined terms of (or incorporated into) such components or (y) mathematical errors in the Closing Statement. If Sellers’ Representative delivers a Dispute Statement pursuant to and in accordance with this Section 2.04(b), then (i) Sellers’ Representative will also deliver materials showing in reasonable detail Sellers’ Representative’s basis, support and computations for its position, (ii) Sellers’ Representative shall be deemed to have agreed with all items and amounts contained in the Closing Statement except for the Disputed Items, (iii) Buyer and Sellers’ Representative shall negotiate in good faith a resolution of all Disputed Items during the 30 days (or such longer period as Buyer and Sellers’ Representative may mutually agree) following the date of delivery of the Dispute Statement, (iv) any Disputed Items resolved during such 30-day (or longer) period shall be final and binding on the Parties with respect to such Disputed Items, and (v) the Final Settlement Date shall instead be the earlier of (A) the date on which the Parties agree in writing to a resolution with respect to all Disputed Items and (B) the date on which the Independent Accountant issues its final determination with respect to any unresolved Disputed Items pursuant to and in accordance with this Section 2.04(b). Promptly following the expiration of such 30-day (or longer) period, and in any event no later than five Business Days thereafter, Buyer or Sellers’ Representative may submit the remaining Disputed Items to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable to serve, Buyer and Sellers’ Representative shall appoint by mutual agreement an internationally recognized firm of independent certified public accountants or financial consultants (the “Independent Accountant”) within such five-Business Day period (or, in the absence of agreement between Sellers’ Representative and Buyer by the close of business on such fifth Business Day, as selected by the New York, New York office of the American Arbitration Association). Buyer and Sellers’ Representative shall instruct the Independent Accountant to (1) act as an expert and not an arbitrator, (2) render a determination of all remaining Disputed Items, which shall (x) include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions and (y) absent manifest error promptly acknowledged in writing by the Independent Accountant, be final and binding on the Parties for purposes of this Section 2.04 and (3) prepare a definitive Closing Statement setting forth a definitive Closing Adjustment Amount, taking into account its determination with respect to the Disputed Items and submitted to it and any other Disputed Items previously resolved in writing by the Parties. Buyer and Sellers’ Representative shall instruct the Independent Accountant (I) to render its determination as soon as practicable and in any event within 30 days after the submission of the Disputed Items to it pursuant to and in accordance with this Section 2.04(b) and only with respect to the unresolved Disputed Items submitted to it; provided, that, to the extent the determination of any remaining Disputed Items affects the determination of any other Disputed Item (or any other items set forth separately for each in the Closing Statement), such effect may be taken into account by the Independent Accountant, (II) limit the scope of its determination to solely whether the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be Disputed Items were prepared in accordance with Seller’s past accounting methods, policies, practices the Accounting Principles and procedures the applicable defined terms of the components thereof and whether there were mathematical errors in the same mannerClosing Statement with respect to the components thereof, with consistent classification (III) to base its determination solely on information provided to it by Buyer and estimation methodologySellers’ Representative and (IV) subject to the proviso to clause (I), as not to assign a value to any particular item greater than the Financial Statements were preparedgreatest value for such item claimed by any Party or less than the lowest value for such item claimed by any Party. The fees and expenses of the Independent Accountant (if any) shall be paid by Sellers’ Representative (on behalf of Sellers), except on the one hand, and by Buyer, on the other hand, based upon the percentage that the Excluded Assets Disputed Items amounts not awarded to Sellers’ Representative or Buyer, respectively, bear to the aggregate Disputed Items amount submitted to the Independent Accountant. Any such fees and the Newsprint Retained Obligations expenses payable by Sellers’ Representative shall be excludedpaid by Sellers’ Representative from the Representative Expense Amount. The Closing Net Working Capital Statement may not Adjustment Amount as finally determined in accordance with this Section 2.04(b) shall be amended by Seller after it is delivered to Purchaserreferred as the “Final Adjustment Amount.” 1.9.2 Purchaser shall(c) If the Final Adjustment Amount exceeds the Estimated Adjustment Amount, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be madethen, on or before the last day second Business Day after the Final Settlement Date, Buyer shall deliver to Sellers an aggregate amount in cash equal to the excess amount by wire transfer of immediately available funds in U.S. Dollars to such account specified by Sellers’ Representative to Buyer in writing. If the Estimated Adjustment Amount exceeds the Final Adjustment Amount, then, on or before the second Business Day after the Final Settlement Date, Sellers’ Representative and Buyer shall jointly instruct the Escrow Agent, in accordance with the terms of the Escrow Agreement, to disburse to Buyer out of the Adjustment Escrow Account an aggregate amount in cash equal to the excess amount (but not to exceed the Adjustment Escrow Funds) by wire transfer of immediately available funds in U.S. Dollars to such account(s) specified by Buyer to the Escrow Agent in writing; provided, that in the event the excess of the Estimated Adjustment Amount over the Final Adjustment Amount exceeds the amount of the Adjustment Escrow Funds (the amount of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect excess up to the determination amount of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (Indemnity Escrow Funds, the “Negotiation PeriodEscrow Shortfall”), they shall refer their remaining differences such joint written instruction shall, if so requested by Buyer, also direct the Escrow Agent to a mutually agreeable independent accounting firm disburse to Buyer such Escrow Shortfall from the Indemnity Escrow Funds or the Indemnified Tax Escrow Funds, by wire transfer of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as immediately available funds to such third party accounting firm within ten (10account(s) days after designated by Buyer. For the conclusion avoidance of doubt, in no event shall Sellers be obligated to pay any amounts directly to Buyer pursuant to this Section 2.04(c) if the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements amount payable to resolve the dispute (the accounting firm selected being referred Buyer pursuant to as the “CPA Firm”this Section 2.04(c), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (i) Within ninety sixty (9060) days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Seller a written statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital Buyer’s calculation (together with reasonable supporting detail of each such calculation) of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) , the Closing Indebtedness, the Remediation Cost Advances, if any, and the resulting Final Purchase Price, together with a certificate of Buyer certifying that it has complied with the covenants set forth in Section 2C(vii). The Closing Statement shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets GAAP and the Newsprint Retained Obligations shall be excludedapplicable definitions in this Agreement. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within During the thirty (30) days after the delivery immediately following Seller’s receipt of the Closing Net Working Capital Statement and any period of dispute thereafter with respect to itsuch Closing Statement, Buyer shall, and shall cause the Company to, (a) provide Seller and its Representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data and, upon prior written notice, the facilities and employees of the Company reasonably necessary for Seller to complete its review of the Closing Net Working Capital reflected on the Statement, and (b) reasonably cooperate with Seller and its Representatives in connection with such review. The Closing Net Working Capital Statement. If Purchaser wishes to dispute Statement (including the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be madeIndebtedness, on or before the last day of such thirty (30Remediation Cost Advances, if any, and Final Purchase Price set forth thereon) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on shall become final and binding upon the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within Parties thirty (30) days following Seller’s receipt thereof unless Seller gives written notice of Purchaserits disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided, however, that the Closing Statement shall alternatively become final and binding upon the Parties upon Seller’s Objection delivery, prior to the expiration of such thirty (30)-day period, of written notice to Buyer of its acceptance of the “Negotiation Period”Closing Statement delivered by Buyer. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted, including the item(s) in dispute and Seller’s calculation thereof. (ii) If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement (as revised in accordance with this Section 2C(ii)), they and the Closing Net Working Capital, the Closing Indebtedness, the Remediation Cost Advances, if any, and the Final Purchase Price set forth thereon shall refer their remaining differences to a mutually agreeable independent accounting become final and binding upon the Parties on the earlier of (a) the date all matters specified in the Notice of Disagreement are finally resolved in writing by Seller and Buyer and (b) the date all matters specified in the Notice of Disagreement not resolved in writing by Seller and Buyer are finally resolved in writing by an independent, nationally recognized accounting, consulting or valuation firm of national recognition (other than an independent a so-called “Big Four” accounting firm utilized firm) mutually selected by any of SellerSeller and Buyer (such firm, Apache the “Arbiter,” or Purchaser or any Affiliate of any of absent such agreement then upon written notice to the foregoing within the past other Party, each Party shall each have three (3) yearsBusiness Days to select a nationally recognized accounting, consulting or valuation firm (other than a so-called “Big-Four” accounting firm) acceptable to both and such selected firms shall together select the Arbiter, and if any Party does not select a such a firm, then the firm selected by the other Party shall be the Arbiter) in accordance with this Section 2C(ii). During the thirty (30) days immediately following the delivery of a Notice of Disagreement, or such longer period as Seller and Purchaser or if Buyer may agree in writing, Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements Buyer shall seek in good faith to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only in writing any differences that they may have with respect to any matter specified in the remaining differences so submittedNotice of Disagreement, whether and all such discussions related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule. At the end of such thirty (30)-day period or such agreed-upon longer period, Seller and Buyer shall promptly retain the Arbiter and execute a customary engagement letter with respect to what extent, if any, the Closing Net Working Capital requires adjustmentsuch engagement. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days Business Days of such engagement (the “Submission Deadline”), the Parties shall submit to the Arbiter for review and resolution all matters (but only such matters) that remain in dispute and that were properly included in the Notice of Disagreement (the “Disputed Items”) as follows: Buyer shall deliver the Closing Statement and Seller shall deliver the relevant Notice of Disagreement, and each Party will submit a supporting brief and any supporting materials, in each case, to the Arbiter. Subject to the immediately following sentence, each Party may make an oral presentation to the Arbiter (in which case the applicable Party will provide prompt prior notice of such presentation to the other Party, who will be entitled to attend or have a representative attend such presentation (the supporting brief and any materials submitted being referred to as a Party’s “Submission”)). Each Party shall, on or prior to the Submission Deadline, notify the Arbiter and the other Party as to whether or not it will make an oral presentation and, should any Party so elect, shall make such oral presentation on or before the date that is ten (10) Business Days after the Submission Deadline. The Parties shall instruct the Arbiter to, and the Arbiter shall, deliver its final, written determination of the Disputed Items in accordance with the guidelines and procedures set forth in this Agreement (which final determination shall be delivered as promptly as possible, but no later than the 20th day after the later of (ix) the end Submission Deadline and (y) if either or both Parties elect to make an oral presentation, the date of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Sellerlast such presentation), supported and such determination by any documents and/or affidavits upon which it reliesthe Arbiter shall be final and binding and shall not be subject to court review or otherwise appealable. Failure Seller and Buyer shall cooperate with the Arbiter during the term of its engagement. Seller and Buyer shall instruct the Arbiter to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection determine, with respect to each Disputed Item, whether Buyer’s Submission or Seller’s Submission with respect to such Disputed Item reflects the more accurate calculation of such Disputed Item (for example, if the amount of accounts receivable is a Disputed Item, the Arbiter may select only the amount of accounts receivable proposed by Buyer in the Closing Statement, as supported by its Submission, or Seller in the Notice of Disagreement, as supported by its Submission, as the final amount of accounts receivable incorporated into the final Closing Net Working Capital). Seller and Buyer shall also instruct the Arbiter to, and the Arbiter shall, make its determination based solely on the Closing Statement, the Notice of Disagreement and the Submissions submitted by Seller and Buyer to the Arbiter that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement shall be revised to the extent necessary to reflect any unresolved element mutual resolution in writing by Seller and Buyer and/or any final resolution made by the Arbiter in accordance with this Section 2C(ii) (the “Final Closing Statement”), and the Final Closing Statement shall be final, binding and conclusive on all Parties. The costs, fees and expenses of the Arbiter shall be paid by Buyer, on the one hand, and Seller, on the other hand, determined on the basis of the degree to which such failure relates. (b) Within fifteen (15) days following Purchaserthe Arbiter’s submission determination of the unresolved elements of Final Purchase Price, as contained in the Purchaser’s Objection Final Closing Statement, as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchasermodified by this Section 2C(ii), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by accepts the respective positions of Buyer and Seller with respect to any unresolved elements to which such failure relates. (c) the Disputed Items. The CPA Firm “Adjustment Finalization Date” shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred refer to the CPA Firm, or such longer period of time as date the CPA Firm determines is necessary.Closing Statement becomes final and binding on the Parties pursuant to this Section 2C.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following the Closing Date, Seller Buyer shall prepare, or cause to be preparedprepared and delivered to Owner a calculation of the Purchase Price, including a calculation of the actual Net Asset Value (including such schedules and deliver data as may be appropriate to Purchaser a statement support such calculations) as of the Effective Time (the “Closing Net Working Capital StatementBuyer’s Report”). Owner and its accountants and other advisors shall be entitled to reasonable access (upon reasonable notice and at reasonable times during normal business hours) to review the Buyer’s Report, and any working papers, trial balances and similar materials in Buyer’s possession relating to the Buyer’s Report prepared by or on behalf of Buyer and/or its accountants. (b) Within thirty (30) days after delivery to Owner of the Buyer’s Report, Owner may deliver to Buyer a written report (the “Owner’s Report”) which shall advising Buyer either that Owner (i) agrees with the calculation of the Purchase Price reflected in Buyer’s Report or (ii) deems that one or more adjustments to such calculation of the Purchase Price are required. If Owner does not submit the Owner’s Report within the thirty (30)-day period provided herein, then the calculation of the Purchase Price set forth in the Net Working Capital Buyer’s Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud or willful misrepresentation. (c) In the event that Owner submits an Owner’s Report deeming that one or more adjustments are required, Buyer and their accountants and other advisors shall be entitled to reasonable access (upon reasonable notice and at reasonable times during normal business hours) to review the Owner’s Report and any working papers, trial balances and similar materials in Owner’s or Sellers’ possession relating to the Owner’s Report prepared by or on behalf of Owner and/or its accountants. Within thirty (30) days after delivery to Buyer of the Newsprint Business and of Apache as Owner’s Report, Buyer may deliver to Owner a written report advising Owner that Buyer (i) agree with the calculation of the Closing Time Purchase Price reflected in Owner’s Report, or (which ii) deem that one or more adjustments are required. If Buyer shall be not object to the Owner’s Report in a writing delivered to Owner within thirty (30) days after Buyer’s receipt of the Owner’s Report, the calculation of the Purchase Price set forth separately for each in the Owner’s Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud or willful misrepresentation. In the event that Buyer deems that one or more adjustments are required to Owner’s calculation of the Newsprint Business Purchase Price and Apachedelivers written notice as set forth in this Section 1.06(c), but as aggregated Buyer and Owner shall be referred confer in good faith to as attempt to resolve any disagreements between the “Closing Net Working Capital”) and shall be prepared in accordance with SellerBuyer’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets Report and the Newsprint Retained Obligations shall be excludedOwner’s Report. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered If Buyer and Owner are unable to Purchaser. 1.9.2 Purchaser shall, resolve such disagreements within thirty (30) days after the delivery date of Buyer’s written notice of objection to the Owner’s Report, then either Buyer or Owners shall be entitled to submit such disagreements to (i) the Los Angeles office of BDO USA, LLP, or (ii) if that accounting firm is unable or unwilling to serve, another recognized firm of independent certified public accountants selected by mutual agreement of Owner and Buyer (the “Settlement Accountants”), and the determinations of the Closing Net Working Capital Statement Settlement Accountants with respect to itthe Purchase Price shall be final and shall not be subject to further review, complete its review challenge or adjustment absent fraud or willful misrepresentation. The Settlement Accountants shall use their commercially reasonable efforts to reach a determination not more than forty-five (45) days after such referral. In acting under this Agreement, the Settlement Accountants shall rely (and make their determination based) solely on the written submissions of Buyer and Owner and shall not undertake an independent investigation; provided that the Settlement Accountants may make reasonable requests for additional information from Buyer and Owner. Each party will be afforded an opportunity to present to the Settlement Accountants one written presentation to the Settlement Accountants (a copy of which shall be provided to the other party) and one written response to the other party’s presentation. The Settlement Accountants shall act as an expert, and not an arbitrator, in reviewing the submissions of the Closing Net Working Capital reflected parties concerning the Purchase Price. The Settlement Accountants will resolve any disagreement with respect to the calculation of the Purchase Price by determining whether Owner’s calculation thereof or Buyer’s calculation thereof is more correct and, based on such determination, adopting either (A) Owner’s final calculation of the Closing Net Working Capital StatementPurchase Price, (B) Buyer’s final calculation of the Purchase Price or (C) a value in between Owner’s and Buyer’s respective final calculations of the Purchase Price. If Purchaser wishes The Settlement Accountants shall render a written, reasoned decision with respect to dispute the Closing Net Working CapitalPurchase Price, Purchaser which shall notify Seller in writing include a statement in reasonable detail of the basis for its decision. (d) Each of Owner and Buyer shall pay its own costs and expenses incurred in connection with this Section 1.06. The costs and expenses of the services of the Settlement Accountants shall be paid by Owner, on the one hand, and Buyer, on the other hand, based on the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such disagreement party and any reason therefore such allocation of fees and expenses shall be calculated by the Settlement Accountants and shall be final and binding on the parties. By way of illustration, if the amount in dispute is $100,000 and the Settlement Accountant’s final determination results in an aggregate net payment of $75,000 in favor of Sellers, then Buyer and Owner shall pay seventy-five percent (75%) and twenty-five percent (25%), respectively, of such fees and expenses. (e) If the final Purchase Price as finally determined under this Section 1.06 is less than the Estimated Purchase Price, (such difference, the “Purchaser’s ObjectionNegative Amount”), setting forth a specific description then, within five (5) business days of the basis of Purchaser’s Objection date the Purchase Price is final and binding upon the adjustments parties in accordance with the terms hereof, Owner shall pay (or cause to be paid) to Buyer an amount in cash equal to the Closing Net Working Capital that Purchaser believes should be madeNegative Amount. (f) If the final Purchase Price as determined under this Section 1.06 is greater than the Estimated Purchase Price (such difference, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation PeriodPositive Amount”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition then within five (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any 5) business days of the foregoing within date the past three (3) years) acceptable to both Seller Purchase Price is final and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after binding upon the conclusion of parties in accordance with the Negotiation Periodterms hereof, either Seller or Purchaser may request that the Chairman of the American Arbitration Association Buyer shall pay (or the nominated representative of the Chairmancause to be paid) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect Sellers an amount in cash equal to the remaining differences so submittedPositive Amount, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted by wire transfer of immediately available funds to the CPA Firm shall be as follows: (aaccount(s) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported designated by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesOwner. (bg) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection Any payments made pursuant to Section 1.06 shall be treated as specified in sub-clause (a) above, Seller shall submit its response an adjustment to the CPA Firm in writing (with a copy to Purchaser)Purchase Price by the parties for Tax purposes, supported unless otherwise required by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesLaw. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than 120 days following after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital Seller an unaudited balance sheet of the Newsprint Business and of Apache Seller as of the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “"Closing Net Working Capital”Balance Sheet") and shall be prepared in accordance with Seller’s past accounting methods, policies, practices principles used to prepare the Seller Financial Statements (as defined in Section 3.13 hereof). The Purchaser shall permit the Seller and procedures and its accountants to participate in the same manner, with consistent classification preparation thereof and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets shall promptly make available to them all work papers and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller other pertinent information used in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesconnection therewith. (b) Within fifteen (15) 30 days following Purchaser’s submission of after the unresolved elements of Closing Balance Sheet is delivered to the Purchaser’s Objection as specified in sub-clause Seller pursuant to subsection (a) above, the Seller shall submit complete its response examination thereof and shall deliver to Purchaser either (i) a written acknowledgment accepting the Closing Balance Sheet or (ii) a written report (the "Objection Report") setting forth in reasonable detail any proposed objections to the CPA Firm in writing (with a copy Closing Balance Sheet. A failure by the Seller to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so deliver the Objection Report within the required 30 day period shall constitute an its acceptance by Seller with respect to any unresolved elements to which such failure relatesof the calculations set forth in the Closing Balance Sheet. (c) The CPA Firm During a period of 20 days following the receipt by Purchaser of the Objection Report, Seller and Purchaser shall deliver its written determination attempt to Purchaser and Seller no later than the thirtieth (30th) day after the remaining resolve any differences underlying Purchaser’s Objection are referred they may have with respect to the CPA Firmmatters raised in the Objection Report. In the event Seller and Purchaser fail to agree on any of the Seller's proposed adjustments contained in the Objection Report within such 20 day period, or then the parties will request that the Dallas, Texas office of Price Waterhouse, certified public accountants ("Independent Auditors"), make the final determination with respect to the correctness of the proposed adjustments in the Objection Report in light of the terms and provisions of this Agreement. Each of the parties hereto represents and warrants that such longer period of party has not engaged Price Waterhouse and that Price Waterhouse is not affiliated with such party, and such party further agrees not to engage Price Waterhouse until such time as any post-closing price adjustment has been determined. The decision of the CPA Firm determines is necessaryIndependent Auditors shall be final and binding on the parties. The costs and expenses of the Independent Auditors and their services rendered pursuant to this subsection shall be borne equally by the Seller, on the one hand, and the Purchaser, on the other. (d) If after finalization of the Closing Balance Sheet (which shall be deemed to mean either the failure of the Seller to deliver an Objection Report within

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following 3.4.1 Unless the Parties shall have agreed on the Adjustment Amount on or before the Closing Date, Seller shall prepareshall, or cause to be preparedwithin forty-five (45) days of the Closing Date, prepare and deliver to Purchaser Buyer a statement (consolidated balance sheet of ▇▇▇▇▇▇▇▇, Waterlink UK and the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache Subsidiaries as of the Closing Time Date (the "Final Closing Date Balance Sheet") based on which Seller will have determined the Closing Date Working Capital and the Adjustment Amount. Buyer may object to Seller's determination of the Adjustment Amount by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Seller within fifteen (15) days following delivery to it by Seller of such consolidated balance sheet. If Buyer makes such objection, then Buyer and Seller shall seek in good faith to resolve all disagreements set forth in Buyer's written statement of objections within twenty (20) days following the delivery thereof. In the event Buyer and Seller are unable to resolve all such disagreements within such twenty (20) day period, then either of them may elect, by written notice to the other, to have all such unresolved disagreements resolved by an accounting firm of recognized national standing acceptable to Buyer and Seller and not then employed by either Seller or Buyer (the "Selected Accounting Firm"), provided that, if Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, then the Bankruptcy Court shall make the determination, which shall be set forth separately for each final and binding on the Parties. Each of Buyer and Seller shall promptly deliver its proposed Adjustment Amount and support thereof to the Newsprint Business Selected Accounting Firm, and Apacheshall jointly instruct the Selected Accounting Firm to select either Buyer's or Seller's proposed Adjustment Amount, but as aggregated which selected Adjustment Amount shall be referred to as the “Closing Net Working Capital”) deemed accepted by Buyer and Seller for all purposes of this Agreement. No appeal from such determination shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations permitted. The Selected Accounting Firm shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered further instructed to Purchaser. 1.9.2 Purchaser shall, use every reasonable effort to perform its services within thirty (30) days after the delivery submission to it of the Closing Net Working Capital Statement to itproposed Adjustment Amounts and, complete its review in any case, as soon as practicable after such submission. The costs and expenses for the services of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Selected Accounting Firm shall be as follows: (a) Within ten (10) days after borne by the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection Party whose proposed Adjustment Amount is not selected. Notwithstanding anything to the CPA Firm in writing (with a copy contrary herein, any obligation of Seller to Seller)Buyer for the post-closing adjustment under this Section 3.4 shall be limited to, supported by and shall not exceed, the Purchase Price Escrow Amount, and Buyer shall have no claim against Seller for, or any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of recourse for recovery of, any amount beyond the Purchaser’s Objection with respect to any unresolved element to which such failure relatesPurchase Price Escrow Amount. (b) Within fifteen (15) days following Purchaser’s submission of 3.4.2 If the unresolved elements of Purchase Price as either agreed by the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to Parties or selected by the CPA Selected Accounting Firm in writing (with a copy to Purchaser), supported or determined by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later the Bankruptcy Court is less than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA FirmPreadjustment Cash Purchase Price plus or minus, or such longer period of time as the CPA Firm determines case may be, the Estimated Adjustment Amount, then the amount of such short-fall shall be promptly paid to Buyer by the Price Adjustment Escrow Agent from the Purchase Price Adjustment Escrow Amount in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by Buyer. If such Purchase Price is necessarygreater than the Preadjustment Cash Purchase Price plus or minus, as the case may be, the Estimated Adjustment Amount, then the amount of such excess shall be promptly paid to Seller by Buyer in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by Seller.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser Seller a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net (i) Working Capital of the Newsprint Business and of Apache as of the Closing Effective Time (which “Closing Working Capital”) and (ii) Net Funded Indebtedness as of the Effective Time (“Closing Net Funded Indebtedness”), each determined in a manner consistent and in accordance with the Purchase Price Adjustment Principles. (b) During the 60-day period following Seller’s receipt of the Statement, Seller and its independent auditors shall be permitted to review any working papers of Purchaser and its independent auditors relating to the Statement; provided that Seller and its advisors, including its independent auditors, shall have executed any release letters reasonably requested by Purchaser’s independent auditors in connection therewith. The Statement shall become final and binding upon Seller and Purchaser on the 60th day following delivery thereof, unless Seller gives written notice to Purchaser of its disagreement with the Statement (a “Notice of Disagreement”) prior to such date. Any Notice of Disagreement shall be signed by an authorized officer of Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) specify the amount that Seller reasonably believes is the correct amount of the Closing Working Capital or the Closing Net Funded Indebtedness, as applicable, based on the disagreements set forth separately for each in the Notice of Disagreement, including a reasonably detailed description of the Newsprint Business adjustments applied to the Statement in calculating such amount, and ApacheSeller shall be deemed to have agreed with all other amounts contained in the Statement. If the Notice of Disagreement is received by Purchaser in a timely manner, then the Statement (as revised in accordance with this Section 2.02) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 15-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of Closing Working Capital and Closing Net Funded Indebtedness, as applicable, which amount of Closing Working Capital shall not be less than the amount thereof shown in Purchaser’s calculation delivered in the Statement nor more than the amount thereof shown in Seller’s calculation in the Notice of Disagreement, and which amount of Closing Net Funded Indebtedness shall not be more than the amount thereof shown in Purchaser’s calculation delivered in the Statement nor less than the amount thereof shown in Seller’s calculation in the Notice of Disagreement. During such period, Purchaser and its independent auditors shall be permitted to review the working papers of Seller and its independent auditors relating to the Notice of Disagreement; provided that Purchaser and its advisors, including its independent auditors, shall have executed any release letters reasonably requested by Seller’s independent auditors in connection therewith. At the end of such 15-day period, if no agreement on Closing Working Capital or Closing Net Funded Indebtedness, as applicable, has been reached, Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any and all such matters. The Accounting Firm shall be PricewaterhouseCoopers LLP or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by Seller and Purchaser in writing or, if the parties are unable to so agree in writing within 10 days after the end of such 15-day period, then Seller and Purchaser shall each select such a firm and such firms shall jointly select a third internationally recognized independent public accounting firm to resolve the disputed matters. Seller and Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were properly included in the Notice of Disagreement and that remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 2.02 and based solely on the written submissions of Seller and Purchaser and their respective independent auditors and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either Seller or Purchaser in their written submissions to the Accounting Firm and (5) shall render its written decision as promptly as practicable, but in no event later than 30 days after submission to the Accounting Firm of all matters in dispute. Such written decision shall be final and binding on Seller and Purchaser. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The Accounting Firm’s determination shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 2.02(b). The fees and expenses of the Accounting Firm pursuant to this Section 2.02(b) shall be borne by Seller and Purchaser in inverse proportion as aggregated they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Purchaser, and the fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Seller. (c) The Adjusted Purchase Price shall be (i) increased by the amount by which Closing Working Capital exceeds $19,853,000 (the “Target Working Capital”) or decreased by the amount by which Closing Working Capital is less than the Target Working Capital and (ii) decreased by the amount of Closing Net Funded Indebtedness. The Adjusted Purchase Price as adjusted pursuant to this Section 2.02(c) shall hereinafter be referred to as the “Closing Net Working CapitalFinal Purchase Price”) and shall be prepared in accordance with Seller’s past accounting methods. If the Estimated Purchase Price is less than the Final Purchase Price, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, and if the Final Purchase Price is less than the Estimated Purchase Price, Seller shall, within thirty (30) 10 business days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected becomes final and binding on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable pursuant to resolve all Section 2.02(b), make payment by wire transfer in immediately available funds of their disagreements the amount of such difference, together with respect interest thereon at a rate equal to the determination of the foregoing items within thirty Prime Rate from (30and including) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted Date to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (ibut not including) the end date of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatespayment. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety forty-five (9045) calendar days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement the Seller Representative an unaudited balance sheet of the Company along with the data and work papers, showing in reasonable detail the Buyer’s good faith calculation of the Working Capital as of the Effective Time, together with the amount of the Working Capital Adjustment based thereon (collectively, the “Closing Net Final Working Capital Statement”). (b) which shall If the Seller Representative disputes any matter or item set forth in the Net Final Working Capital of Statement, the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallRepresentative may, within thirty (30) days after the delivery receipt of the Final Closing Net Statement, provide to Buyer a written statement of such disputes (“Notice of Dispute”). During such thirty (30)-day review period and any period of dispute with respect to the Final Working Capital Statement thereafter, Buyer shall, and shall cause the Company to, (x) provide Seller Representative and his representatives with reasonable access during normal business hours to it, complete the Books and Records of the Company and all working papers in the Buyer’s or its representative’s possession or control for purposes of their review of the Closing Net Final Working Capital reflected on the Closing Net Working Capital StatementStatement and (y) cooperate reasonably with Seller Representative in connection with such review. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection Buyer and the adjustments Seller Representative shall use good faith efforts to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of jointly resolve such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have disputes within thirty (30) days after Buyer’s receipt of the Notice of Dispute, which resolution, if achieved, shall be binding upon all Parties to this Agreement and not subject to dispute or judicial review. (c) If Buyer and the Seller Representative cannot resolve such disputes to their mutual satisfaction within such thirty (30)-day period, Buyer and the Seller Representative shall, within the following ten (10) days, jointly engage the Neutral Accountant to review the Final Working Capital Statement together with the Notice of Dispute and respond any other relevant documents. The Neutral Accountant shall calculate the Working Capital using the items included in the Final Working Capital Statement that are not disputed by Buyer and the Seller Representative and shall make its own determination of any item that is disputed by Buyer and the Seller Representative, but otherwise in accordance with the provisions of this Agreement; provided, however, that in no event shall any such determination by the Neutral Accountant for any disputed item be outside the range therefor set forth in the Final Working Capital Statement and the written Notice of Dispute. The Neutral Accountant shall not be authorized or permitted to Purchaser’s Objectionapply any accounting methods, treatments, principles or procedures other than as described in Section 1.5(a). When rendering decisions with respect to items disputed in the Notice of Dispute, the Neutral Accountant will take into consideration both sides of any required accounting entry when resolving such disputed item (e.g., a misclassification of outstanding checks between cash and accounts payable will require adjustment to both accounts, even if cash is the account subject to the Notice of Dispute and accounts payable is not). The Neutral Accountant shall report its conclusions as to such disputes and its determination of the Working Capital and the amount of the Working Capital Adjustment based thereon pursuant to this Section 1.5 no later than thirty (30) days after it is engaged by Buyer and the Seller Representative, which determination shall be conclusive on all Parties to this Agreement and not subject to further dispute or judicial review. A judgment on the determination made by the Neutral Accountant pursuant to this Section 1.5 may be entered in and enforced by any court having jurisdiction. If Seller and Purchaser are unable to resolve the Neutral Accountant resolves all of their disagreements the objections in favor of Buyer, Seller Representative will be responsible for the Neutral Accountant’s fees and expenses. If the Neutral Accountant resolves all of the objections in favor of Seller Representative, Buyer will be responsible for the Neutral Accountant’s fees and expenses. If the Neutral Accountant resolves some of the objections in favor of each of Buyer and Seller Representative, then each of Buyer, on the one hand, and Seller Representative, on the other hand, shall be responsible for fifty (50%) of the Neutral Accountant’s fees and expenses. (d) At such time as the Working Capital as of the Effective Time is finalized (such amount being the “Final Working Capital Amount”), the Base Purchase Price shall be adjusted as follows (and such adjustment shall be referred to herein as the “Working Capital Adjustment”): (i) If the Final Working Capital Amount is less than the Target Working Capital, then the amount of such deficiency shall be payable to Buyer by Seller Representative (on behalf of the Sellers), within three (3) Business Days, after the date of determination of the Final Working Capital Amount in immediately available funds by wire transfer to such bank account as per the written instructions of the Company or Buyer. (ii) If the Final Working Capital Amount is greater than the Target Working Capital, then Buyer shall, within three (3) Business Days after the date of determination of the Final Working Capital Amount, pay any such excess to the Seller Representative (on behalf of Sellers, in accordance with each Seller’s Pro Rata Share), in immediately available funds by wire transfer to such bank account as per the written instructions of the Seller Representative. (e) The Parties agree that the procedures set forth in this Section 1.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (Final Closing Adjustment Statement and the “Negotiation Period”)Final Working Capital Amount; provided, they however, that this provision shall refer their remaining differences not prohibit Buyer or the Seller Representative from instituting litigation to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any enforce the determination of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesNeutral Accountant. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) On September 30, 2009, Seller shall conduct its customary fiscal year end physical inventory of the supplies and inventory on hand at the Center. Buyer shall be entitled to observe such inventory count. Based on such physical inventory, the value of inventory and supplies shall be determined by applying Seller’s normal accounting methodologies and procedures, and Seller shall prepare a schedule thereof (the “Value of Inventory”). The amount of the Value of Inventory shall be increased or decreased, as appropriate, to reflect the value of any additions to, or deletions from, the inventory and supplies of the Center between the date of the physical inventory and the Effective Time. (b) Within ninety (90) 30 days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer, (i) Seller’s determinations of the Closing Date Working Capital, (ii) Seller’s calculation of the Closing Date Accrued PTO, and (iii) Seller’s calculation of the actual Cash Purchase Price based upon such Closing Date Working Capital and Closing Date Accrued PTO (collectively, the “Draft Computation”). Seller will make available to Buyer and its auditors all records and work papers used in preparing the Draft Computation. If Buyer disagrees with any aspect of the Draft Computation, Buyer may, within 30 days after receipt of the Draft Computation, deliver a statement notice (an “Objection Notice”) to Seller setting forth Buyer’s determination of the Closing Date Working Capital and/or Closing Date Accrued PTO and Buyer’s calculation of the actual Cash Purchase Price. If Buyer does not deliver an Objection Notice to Seller within 30 days after receipt of the Draft Computation, then the Parties will be deemed to have agreed to the Draft Computation and such computations shall be deemed to be finally determined as set forth therein. Seller and Buyer shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 days after Seller has received the Objection Notice, Seller and Buyer shall jointly retain an independent accounting firm mutually agreed upon by Buyer and Seller (the “Closing Net Working Capital StatementFirm”) which to resolve any remaining disagreements. Seller and Buyer shall set forth direct the Net Working Capital of Firm to render a determination within 30 days after its retention and Seller, Buyer and their respective agents shall cooperate with the Newsprint Business Firm during its engagement. The Firm may consider only those items and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and amounts in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Draft Computation or Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, Notice which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser Buyer are unable to resolve all of their and in resolving any such disagreements with respect the Firm shall act as experts and not as arbitrators. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm’s determination shall be based solely on written submissions by Seller and Buyer (i.e., not on independent review) and on the definitions included herein. The determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after conclusive and binding upon Seller, Buyer and the later of (i) Sellers. Until the end Firm makes its determination, the costs and expenses of the Negotiation Period Firm shall be borne equally by Seller, on the one hand, and Buyer (ii) the selection on behalf of the CPA FirmSellers in accordance with their respective Allocation Percentages), Purchaser shall submit on the other hand; provided that, when the Firm makes its determination, any unresolved elements costs and expenses (including costs and expenses previously advanced) of the Purchaser’s Objection party whose determination of the actual Cash Purchase Price was closest to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser Firm’s determination of the Purchaser’s Objection with respect to any unresolved element to which such failure relatessame shall be paid by the other party. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than 60 days following after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital Shareholder Representative an unaudited consolidated balance sheet of the Newsprint Business and of Apache Companies as of the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “"Closing Net Working Capital”Balance Sheet") and shall be prepared in accordance with Seller’s past generally accepted accounting methods, policies, practices and procedures and in principles used to prepare the same manner, with consistent classification and estimation methodology, as the Seller Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded(as defined in Section 3.16). The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments promptly make available to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed Shareholder Representative all work papers and other pertinent information used in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesconnection therewith. (b) Within fifteen (15) 30 days following Purchaser’s submission of after the unresolved elements of Closing Balance Sheet is delivered to the Purchaser’s Objection as specified in sub-clause Shareholder Representative pursuant to subsection (a) above, Seller the Shareholder Representative shall submit complete its response examination thereof and shall deliver to Purchaser either (i) a written acknowledgment accepting the Closing Balance Sheet or (ii) a written report (the "Objection Report") setting forth in reasonable detail any proposed objections to the CPA Firm in writing (with a copy Closing Balance Sheet. A failure by the Shareholder Representative to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so deliver the Objection Report within the required 30-day period shall constitute an his acceptance by Seller with respect to any unresolved elements to which such failure relatesof the calculations set forth in the Closing Balance Sheet. (c) The CPA Firm During a period of 20 days following the receipt by Purchaser of the Objection Report, the Shareholder Representative and Purchaser shall deliver its written determination attempt to Purchaser and Seller no later than the thirtieth (30th) day after the remaining resolve any differences underlying Purchaser’s Objection are referred they may have with respect to the CPA Firmmatters raised in the Objection Report. In the event the Shareholder Representative and Purchaser fail to agree on any of Purchaser's proposed adjustments contained in the Objection Report within such 20-day period, or then the parties will request that the New York city office of KPMG Peat Marwick, LLP, certified public accountants ("Independent Auditors"), make the final determination with respect to the correctness of the proposed adjustments in the Objection Report in light of the terms and provisions of this Agreement. Each of the parties hereto represents and warrants that such longer period of party has not engaged the Independent Auditors and that the Independent Auditors are not affiliated with such party, and such party further agrees not to engage the Independent Auditors until such time as any post-closing price adjustment has been determined. The decision of the CPA Firm determines is necessary.Independent Auditors shall be final and binding

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than sixty (60) days following the Closing Date, Seller Purchasers shall prepare, or cause to be prepared, in good faith prepare and deliver to Purchaser Seller for its review a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its calculation of (i) the Net Working Capital of the Newsprint Business Purchase Price and of Apache as of the Closing Time (which shall be set forth separately for ii) each of the Newsprint Business and ApachePurchase Price Elements, but as aggregated shall be referred together with reasonable supporting detail with respect to as the “calculation of such amounts. The Closing Net Working Capital”) and Statement shall be prepared in accordance a manner consistent with Section 2.8(f). (b) Seller and its accountants and financial and other advisors may make reasonable inquiries of Purchasers and/or Purchasers’ Representatives regarding questions concerning or disagreements with the Closing Statement arising in the course of Seller’s past accounting methods, policies, practices and procedures and in review. Seller shall complete its review of the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery thereof to Seller. During such review period, Purchasers shall provide Seller and its Representatives reasonable access during normal business hours and upon reasonable advance notice to the premises, books and records and Representatives of the Closing Net Working Capital Statement Business, the Conveyed Entities and Purchasers (including all relevant work papers, schedules, memoranda and other documents prepared by Purchasers or their Representatives (including its outside accountants) to it, complete its the extent such materials have been prepared in connection with the calculation of any Purchase Price Element) for the purpose of completing Seller’s review of the Closing Net Working Capital reflected on Statement. Promptly following completion of its review (but in no event later than the conclusion of the thirty (30) day period), Seller may submit to Purchasers a letter regarding its concurrence or disagreement with the accuracy of the Closing Net Working Capital Statement. If Purchaser wishes to dispute ; provided, however, that any such letter must specify (i) the items of the Closing Net Working Capital, Purchaser shall notify Statement with which Seller in writing in reasonable detail disagrees; (ii) the adjustments that Seller proposes to be made to the Closing Statement (a “Disputed Item”); and (iii) the specific amount of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth reasonable supporting documentation and calculations thereof. If Seller does not deliver a specific description letter disagreeing with the accuracy of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or Statement before the last day conclusion of such thirty (30) day period, which Purchaser’s Objection may not the Closing Statement shall be amended by Purchaser after it is delivered final and binding upon the Parties, and Seller shall be deemed to have agreed with all items and amounts contained in the Closing Statement. If Seller (except does deliver such a letter, following such delivery, Seller and Purchasers shall attempt in good faith to withdraw resolve promptly any such Purchaser’s Objection)disagreement as to the computation of any item in the Closing Statement. Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection as to which there is no disagreement shall be irrevocably deemed to be accepted by Purchaseragreed. Seller shall then have thirty If a resolution of such disagreement has not been effected within fifteen (3015) days to review and respond to Purchaser’s Objection. If (or longer, as mutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser are unable Purchasers shall submit any Disputed Item to resolve all the Independent Accountant for determination. The determination of their disagreements the Independent Accountant, acting as an expert and not an arbitrator, with respect to the determination of the foregoing items any Disputed Item shall be completed within thirty (30) days following Seller’s receipt of Purchaser’s Objection submission of such Disputed Item to the Independent Accountant (or longer, as mutually agreed by the “Negotiation Period”Parties), they shall refer their remaining differences to be determined in accordance with this Agreement and shall be final and binding upon Seller and Purchasers. The Independent Accountant shall adopt a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing position within the past three (3) years) acceptable to both range of positions submitted by Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only Purchasers with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentany Disputed Item. The procedure Independent Accountant shall not review any line items or make any determination with respect to any matter other than with respect to Disputed Items. The fees, costs and schedule under which any dispute expenses of the Independent Accountant shall be submitted to the CPA Firm shall be shared as follows: (a) Within ten (10) days after the later of (i) if the end Independent Accountant resolves all of the Negotiation Period Disputed Items in favor of Seller’s position (the Final Purchase Price so determined is referred to herein as the “Low Value”), then Purchasers shall be obligated to pay for all of the fees and expenses of the Independent Accountant; (ii) if the selection Independent Accountant resolves all of the CPA FirmDisputed Items in favor of Purchasers’ position (the Final Purchase Price so determined is referred to herein as the “High Value”), Purchaser then Seller shall submit any unresolved elements be obligated to pay for all of the Purchaserfees and expenses of the Independent Accountant; and (iii) if the Independent Accountant neither resolves all of the Disputed Items in favor of Purchasers’ position nor resolves all of the Disputed Items in favor of Seller’s Objection position (the Final Purchase Price so determined is referred to herein as the CPA Firm in writing (with a copy to Seller“Actual Value”), supported by any documents and/or affidavits upon which it relies. Failure to timely do so Purchasers shall constitute a withdrawal by Purchaser be responsible for such fraction of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission fees and expenses of the unresolved elements Independent Accountant equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Seller shall be responsible for the remainder of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to fees and expenses of the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesIndependent Accountant. (c) The CPA Firm Purchasers shall, if necessary, revise the Closing Statement to reflect the final determination of the Purchase Price in accordance with Section 2.7(b) and Section 2.8(b) (as adjusted, the “Final Purchase Price”). (d) Within five (5) Business Days after the determination of the Final Purchase Price, (i) if the Final Purchase Price exceeds the Estimated Purchase Price, then Purchasers shall deliver its written pay to Seller an amount equal to the entire amount of such excess or (ii) if the Estimated Purchase Price exceeds the Final Purchase Price, then Seller shall pay to Purchasers an amount equal to the entire amount of such excess. (e) Any payments to be made pursuant to Section 2.8(d) shall be made by wire transfer of immediately available funds to the account designated in writing by Purchasers or Seller, as the case may be, within five (5) Business Days after the determination of the Final Purchase Price. (f) Each of the Estimated Closing Statement (including the Estimated Purchase Price and Estimated Purchase Price Elements) and the Closing Statement (including the Purchase Price and Purchase Price Elements) shall be prepared and calculated in accordance with the definitions of such terms contained in the Agreement and Schedule A and shall be prepared and calculated in a manner consistent with the accounting methodologies, principles and procedures used by Seller in preparing the Financial Statement (including calculating reserves and accruals in accordance with the same methodology used to Purchaser calculate such reserves and Seller no later accruals in the preparation of the Financial Statement), except that the Estimated Closing Statement and the Closing Statement (and all calculations set forth in each) shall (i) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) be based on facts and circumstances as they exist up to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing (other than the thirtieth determination of the Final Purchase Price in accordance with this Section 2.8); (30thiii) day after include the remaining differences underlying Purchaser’s Objection are referred to the CPA Firmsame line accounts (and only those line accounts) set forth on Schedule A; and (iv) utilize those accounting methodologies, or such longer period of time as the CPA Firm determines is necessary.principles and procedures set forth on Schedule A.

Post-Closing Purchase Price Adjustment. 1.9.1 (i) Within ninety (90) days following after the Closing Date, Seller Business Purchaser shall prepare, or cause to be prepared, prepared and deliver delivered to Purchaser the Selling Companies a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital Business Purchaser’s good faith determination of the Newsprint Business and amount of Apache Adjusted Current Assets as of the Closing Time (Date, provided that the manner in which Current Assets is calculated for purposes of the Adjusted Current Assets shall be set forth separately for each consistent with the manner in which Current Assets has been calculated historically (viz., the parties agree the Current Assets based on the Selling Companies books and records methodology was $2,843,000 as of the Newsprint end of July 2009). Promptly upon the request of the Selling Companies, the Business Purchaser shall make available to the Selling Companies and Apache, but as aggregated shall be referred to their advisors copies of any back-up materials used by the Business Purchaser in preparing the Closing Statement and such other materials as the “Selling Companies may reasonably request in connection with its review of the Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserStatement. 1.9.2 Purchaser shall, within (ii) Within thirty (30) days after the delivery receipt of the Closing Net Working Capital Statement by the Selling Companies, the Selling Companies shall deliver to it, complete its review of the Business Purchaser a written statement either accepting the Closing Net Working Capital reflected on the Closing Net Working Capital StatementStatement or specifying any objections thereto. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of Selling Companies do not deliver any such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of objections within such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Statement shall be irrevocably deemed to be accepted by Purchaserbecome final and binding upon all parties. Seller shall then have If the Selling Companies deliver such objections within such thirty (30) days day period, then the parties shall negotiate in good faith to review and respond to Purchaser’s Objectionreach an agreement during the thirty (30) day period following delivery of the Selling Companies’ objections. If Seller and Purchaser the parties are unable able to resolve the Selling Companies’ objections during such thirty (30) day period, then the Closing Statement, as revised in accordance with such resolution, shall become final and binding upon all of their disagreements with respect parties. If the parties are not able to resolve such objections during such period, then any remaining disputes shall be resolved by a well recognized accounting firm upon which the determination of Selling Companies and the foregoing items Business Purchaser shall reasonably agree (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve any such disputes within thirty (30) days following Sellerafter its appointment. The resolution of such disputes by the Accounting Firm shall be set forth in writing, shall be within the range of dispute between the Business Purchaser and the Selling Companies and shall be conclusive upon all parties. Upon delivery of such resolution, the Closing Statement, as modified in accordance with such resolution, shall become final and binding upon all parties. The Accounting Firm shall apportion its fees and expenses between the Selling Companies and the Business Purchaser, based on the degree to which each party’s receipt of Purchaser’s Objection (claims were unsuccessful, and the “Negotiation Period”parties shall pay the Accounting Firm in accordance with such determination. For example, if pursuant to this Section 2.5(b)(ii), they shall refer their remaining differences the Selling Companies submitted an objection to a mutually agreeable independent accounting firm the Closing Statement in the amount of national recognition (other than an independent accounting firm utilized by any $100,000 and prevailed as to $45,000 of Sellersuch amount, Apache or Purchaser or any Affiliate of any then the Selling Companies would pay 55% of the foregoing within fees and expenses of the past Accounting Firm. (iii) Within three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days Business Days after the conclusion date on which the Closing Statement becomes final and binding in accordance with Section 2.5(b)(ii), (1) if the amount of the Negotiation PeriodAdjusted Current Assets is greater than the Benchmark Amount, either Seller or the Business Purchaser may request that shall pay the Chairman Selling Companies an amount equal to the amount by which the amount of the American Arbitration Association Adjusted Current Assets is greater than the Benchmark Amount by wire transfer of immediately available funds; or (or 2) if the nominated representative amount of the Chairman) appoint a third party accounting firm meeting Adjusted Current Assets is less than the aforementioned requirements to resolve Benchmark Amount, the dispute (the accounting firm selected being referred to as the “CPA Firm”), who Selling Companies shall determine, only with respect pay to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted Business Purchaser an amount equal to the CPA Firm shall be as follows: (a) Within ten (10) days after amount by which the later of (i) the end amount of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later Adjusted Current Assets is less than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryBenchmark Amount.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) Buyer shall prepare and deliver to Parent within ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Date a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the its calculation of Net Working Capital of the Newsprint Business Capital, Cash, Indebtedness, and of Apache Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Closing Reference Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) ,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be prepared permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with Seller’s past accounting methods, policies, practices and such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants. (b) Within thirty (30) days after the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserParent pursuant to Section 2.05(a), Parent shall deliver to Buyer either (i) a written acknowledgement accepting the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein or (ii) a written report setting forth in reasonable detail Parent’s objections and any proposed adjustments to the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, along with reasonably detailed supporting documentation (the “Adjustment Report”). If Parent fails to respond to Buyer within such thirty (30) day period, Parent shall be deemed to have irrevocably accepted and agreed to the Closing Statement, including the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein. 1.9.2 Purchaser shall(c) Following Buyer’s receipt of the Adjustment Report, if any, the parties shall work in good faith to resolve Parent’s objections set forth therein and the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable. In the event Parent and Buyer fail to agree on the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, within thirty (30) days after Buyer receives the delivery of Adjustment Report (or such longer period as they may mutually agree), then Parent and Buyer agree to submit any remaining disputed amounts to Ernst & Young LLP, or if such firm is unable or unwilling to act, another internationally recognized independent accounting or valuation firm mutually acceptable to Buyer and Parent (the Closing Net “Working Capital Statement to it, complete its review Accounting Firm”) for computation or verification in accordance with the terms of this Agreement. Buyer and Parent shall direct the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days Accounting Firm to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items matters remaining in dispute and, within thirty (30) days following Seller’s receipt of Purchaser’s Objection its engagement (or within the “Negotiation Period”shortest time frame as the Working Capital Accounting Firm agrees), deliver a written report to Buyer and Parent setting forth its determination of the proper amounts of such disputed matters. Buyer and Parent shall enter into a customary and reasonable engagement letter with the Working Capital Accounting Firm. The Working Capital Accounting Firm shall consider only the disputed matters that were included in the Adjustment Report that Buyer and Parent were unable to resolve. Each of Buyer and Parent shall be entitled to make a presentation to the Working Capital Accounting Firm regarding the items and amounts that they are unable to resolve, but neither Buyer nor Parent shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition meet or have any conversations separately with the Working Capital Accounting Firm (other than an conversations limited to the submission of a request for documents or information by the Working Capital Accounting Firm to such party) without the other party’s prior written consent. Each of Buyer and Parent may also furnish to the Working Capital Accounting Firm such other information and documents as it deems relevant or such information and documents as may be requested by the Working Capital Accounting Firm; provided, that it delivers a copy thereof substantially simultaneously to the other party. In making its determination, the Working Capital Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, the methodology for calculating such amounts, and the terms of this Section 2.05(c), (ii) take into account only the Closing Statement, the Adjustment Report, and information and documents provided to the Working Capital Accounting Firm by or on behalf of Buyer or Parent (i.e., not on the basis of independent accounting firm utilized by review) and (iii) not assign any of Sellervalue with respect to a disputed amount that is in excess of, Apache or Purchaser less than, the greatest or any Affiliate of any lowest value, respectively, claimed for such item in the Closing Statement or the Adjustment Report. Buyer and Parent shall cooperate with the Working Capital Accounting Firm in connection with its determination pursuant to this Section 2.05 and, without limiting the generality of the foregoing within foregoing, Buyer and Parent shall, and shall cause their accountants to, provide the past three (3) years) Working Capital Accounting Firm all reasonable and timely access to the work papers and other books and records and information as reasonably necessary for the Working Capital Accounting Firm to perform its function as arbitrator; provided that the accountants of Buyer shall not be obligated to make any work papers or other books and records or information available to the Working Capital Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Working Capital Accounting Firm has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to both Seller such accountants. The remedies provided this Section 2.05(c) shall be the exclusive remedy for resolving disputes related to the determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Purchaser Closing Net Intercompany Receivable or if Seller Closing Net Intercompany Payable, as applicable, and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion decision of the Negotiation Period, either Seller or Purchaser may request that the Chairman Working Capital Accounting Firm shall be final and binding on Parent and Buyer absent manifest error. All negotiations pursuant to this this Section 2.05(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the American Arbitration Association (or Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the nominated representative Working Capital Accounting Firm, and the dispute resolution proceedings under this Section 2.05(c), shall be treated as confidential information. The costs and expenses of the ChairmanWorking Capital Accounting Firm for its services rendered pursuant to this Section 2.05(c) appoint a third party accounting firm meeting shall be borne by Parent, on the aforementioned requirements one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to resolve the dispute Working Capital Accounting Firm. (d) The date on which the accounting firm selected being Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, are finally determined pursuant to this Section 2.05 shall hereinafter be referred to as the “CPA FirmSettlement Date.”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent (e) If (i) Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if anyapplicable, the minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 exceeds (ii) Estimated Working Capital requires adjustmentplus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Buyer shall pay to Parent such excess. The procedure and schedule under which any dispute If (i) Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if applicable, minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 is less than (ii) Estimated Working Capital plus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Parent shall be submitted pay to the CPA Firm shall be as follows:Buyer such deficit. (af) Within ten (10) days after the later of Any payment required pursuant to (i) the end first sentence of Section 2.05(e) shall be made within five (5) Business Days after the Negotiation Period and Settlement Date by the transfer of immediately available funds to a bank account designated by Parent in writing to Buyer within three (3) Business Days after the Settlement Date, or (ii) the selection second sentence of Section 2.05(e) shall be made within five (5) Business Days after the CPA Firm, Purchaser Settlement Date by the transfer of immediately available funds to a bank account designated by Buyer in writing to Parent within three (3) Business Days after the Settlement Date. All such payments shall submit any unresolved elements of the Purchaser’s Objection be considered an adjustment to the CPA Firm in writing (with a copy to Seller)Purchase Price, supported by including for purposes of any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveTax, Seller shall submit its response and this adjustment to the CPA Firm Purchase Price will include any applicable VAT in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred relation to the CPA Firm, or such longer period of time Purchase Price as the CPA Firm determines is necessaryprovided in Section 7.08.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety sixty (9060) days following after the Closing Date, Seller C▇▇▇▇▇▇ and Purchasers shall prepare, or cause provide to be prepared, and deliver to Purchaser Sellers a statement (the “Closing Statement”), together with related supporting schedules, calculations and documentation, which sets forth in reasonable detail the Final US Net Working Capital Statement”) which shall set forth and the Final Canadian Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which Date as reflected on the Final Closing Balance Sheets, without giving effect to any of the transactions contemplated hereby. The Final US Net Working Capital and the Final Canadian Net Working Capital as set forth on the Closing Statement shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared calculated in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserAccounting Principles. 1.9.2 Purchaser shall, within (b) Within thirty (30) days after the delivery of Closing Statement is delivered to Sellers pursuant to Section 2.4(a), Sellers shall complete their examination thereof and shall deliver to C▇▇▇▇▇▇ and Purchasers either (i) a written acknowledgement accepting the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing ; or (ii) a written report setting forth in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the proposed adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of Statement (“Adjustment Report”). If Sellers fail to respond to C▇▇▇▇▇▇ and Purchasers within such thirty (30) day period, which Purchaser’s Objection may not Sellers shall be amended by Purchaser after it is delivered deemed to Seller (except have accepted and agreed to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in PurchaserStatement as delivered pursuant to Section 2.4(a). (c) In determining the Post Closing Adjustment Amounts, Sellers and Purchasers shall make available to each other’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect representatives reasonable access to the determination work papers used by them in the preparation of the foregoing items Closing Statement and Adjustment Report and reasonable access to each other’s personnel and representatives responsible for the preparation of the Closing Statement and Adjustment Report. (d) In the event Sellers, C▇▇▇▇▇▇ and Purchasers fail to agree on any of Sellers’ proposed adjustments contained in the Adjustment Report within thirty (30) days following Seller’s receipt of Purchaser’s Objection (after C▇▇▇▇▇▇ and Purchasers receive the “Negotiation Period”)Adjustment Report, they shall refer their remaining differences to then Sellers, C▇▇▇▇▇▇ and Purchasers agree that a mutually agreeable acceptable nationally recognized independent accounting firm of national recognition or other mutually acceptable nationally recognized financial services provider (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any “Independent Auditors”) shall make the final determination with respect to the correctness of the foregoing within proposed adjustments in the past three (3) years) acceptable Adjustment Report in light of the terms and provisions of this Agreement. C▇▇▇▇▇▇, Purchasers and Sellers shall use their commercially reasonable efforts to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm select the Independent Auditors within ten (10) days after the conclusion of the Negotiation Periodexpiration of such thirty (30) day period and to cause the Independent Auditors to resolve all disagreements as soon as practicable, either Seller or Purchaser may request that the Chairman but in any event within sixty (60) days after submission of the American Arbitration Association dispute to the Independent Auditors. The Independent Auditors will review only those items and amounts specifically submitted by the Sellers and C▇▇▇▇▇▇ and Purchasers and for each disputed item or amount, the Independent Auditor will be limited to selecting either (or a) the nominated representative calculation of the Chairmandisputed amount set forth on the Closing Statement or (b) appoint a third party accounting firm meeting the aforementioned requirements to resolve calculation of the dispute (disputed amount set forth on the accounting firm selected being referred to as Adjustment Report. The decision of the “CPA Firm”), who shall determine, only Independent Auditors with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Final US Net Working Capital requires adjustment. The procedure and schedule under which any dispute and/or the Final Canadian Net Working Capital, as applicable, shall be submitted to the CPA Firm final and binding on Sellers, C▇▇▇▇▇▇ and Purchasers. Sellers and Purchasers shall be as follows: (a) Within ten (10) days after the later of (i) the end each pay one-half of the Negotiation Period Independent Auditors’ fees and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm expenses incurred in writing (connection with a copy to Sellerthis Section 2.4(d), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Sellers’ Representative a statement of the Excess Cash on Hand Adjustment Amount (if any), the Net Working Capital Adjustment Amount (if any), the Closing Indebtedness, and the Sellers’ Expenses, in each case as of the Closing Date and prepared in accordance with GAAP along with Buyer’s calculation of the resulting Closing Cash Purchase Price (the “Closing Net Working Capital Statement”). Sellers’ Representative shall have a period (the “Review Period”) which shall set forth of 30 days from the Net Working Capital of the Newsprint Business and of Apache as delivery of the Closing Time Statement to review such statement. Upon execution of such access letters as may be reasonably required by Buyer, Buyer shall provide Sellers’ Representative and its representatives with reasonable access to all records and work papers necessary to compute and verify the Closing Statement. If, as a result of such review, Sellers’ Representative disagrees with the Closing Statement, Sellers’ Representative shall deliver to Buyer a written notice of disagreement (which shall be set forth separately for each a “Dispute Notice”) prior to the expiration of the Newsprint Business Review Period setting forth in full detail the basis for such dispute, the specific items and Apacheamounts in dispute and Sellers’ Representative’s alternative calculation of the Closing Statement (including the alternative calculations of each disputed line item). The Closing Cash Purchase Price, but as aggregated finally determined pursuant to this Section 1.03, shall be referred to as the “Final Closing Net Working CapitalCash Purchase Price.”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen If Sellers’ Representative either (15i) days following Purchaser’s submission fails to deliver a Dispute Notice to Buyer prior to the expiration of the unresolved elements Review Period, or (ii) delivers a written notice to Buyer accepting the Closing Statement, then, in either case, the amount of the Purchaser’s Objection as specified Closing Cash Purchase Price reflected by or contained in sub-clause (a) abovethe Closing Statement shall be the Final Closing Cash Purchase Price and shall be final, Seller shall submit its response to binding and conclusive upon the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesparties. (c) If Sellers’ Representative delivers a Dispute Notice to Buyer in a timely manner, then Sellers’ Representative and Buyer shall attempt in good faith to resolve such dispute within 30 days from the delivery of such Dispute Notice. If Sellers’ Representative and Buyer cannot reach agreement within such 30 day period, then the dispute shall be promptly referred to a nationally recognized certified public accounting firm jointly selected by Buyer and Sellers’ Representative, which shall initially be Ernst & Young LLP (the “Neutral Accountant”). Each party shall thereupon furnish to the Neutral Accountant such reasonable work papers and other documents and information relating to the calculation of the Closing Statement as that party desires or as the Neutral Accountant requests, and each party will be afforded the opportunity to present information to the Neutral Accountant and to discuss the determination of the Closing Statement with the Neutral Accountant. The CPA Firm Neutral Accountant shall only resolve such contested items that were properly included by Sellers’ Representative in a timely Dispute Notice and will resolve such items as promptly as may be reasonably practicable. Following such review, the Neutral Accountant shall deliver a written opinion setting forth its written final determination of the Final Closing Cash Purchase Price, which shall be final, binding and conclusive on the Stockholders and Buyer and shall be used in computing the amount of any adjustment pursuant to Purchaser this Section 1.03. All fees and Seller no later than expenses of the thirtieth Neutral Accountant shall be borne by the party whose estimate of the Purchase Price as submitted to the Neutral Accountant is farthest from the Final Closing Cash Purchase Price as finally determined by the Neutral Accountant. (30thd) day after If the remaining differences underlying PurchaserFinal Closing Cash Purchase Price exceeds the Estimated Closing Purchase Price, then Buyer shall, within seven Business Days of the determination date, pay to Sellers’ Representative (which Sellers’ Representative shall deliver to the Stockholders in accordance with their pro rata share consistent with each Stockholder’s Objection are relative ownership of the Shares as set forth on Schedule 1.03(d) (such allocation percentage is referred to herein as each Stockholder’s “Pro Rata Share”)) such difference by wire transfer of immediately available funds to an account designated by Sellers’ Representative in writing (or in the CPA Firmabsence of any such designation, by corporate check mailed to Sellers’ Representative). (e) If the Estimated Closing Purchase Price exceeds the Final Closing Cash Purchase Price, then the Stockholders shall (and Sellers’ Representative shall cause the Stockholders to), within seven Business Days of the determination date, pay Buyer such difference by wire transfer of immediately available funds to an account designated by Buyer in writing (or in the absence of any such longer period designation, by corporate check mailed to Buyer). If the Stockholders fail to make such a payment, then Buyer shall be entitled to receive funds in an amount equal to such payment from the escrow account by providing notice to the Escrow Agent in accordance with the terms of time the Escrow Agreement. (f) Any payments made pursuant to Section 1.03 shall be treated as an adjustment to the CPA Firm determines is necessaryClosing Cash Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) At Closing, PED shall have, on a combined basis, Closing Working Capital of Fifty Four Million Two Hundred Eighty Three Thousand Dollars ($54,283,000) (the "Target Amount"). (b) Within ninety sixty (9060) days following after the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser Buyer a written statement (the “Closing Net Working Capital "Seller Statement”") which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as Seller's calculation of the Closing Time (which Working Capital. In such regard, Seller shall be set forth separately for each of the Newsprint Business afforded such access to PED personnel and Apache, but books and records as aggregated it reasonably deems necessary. The Closing Working Capital shall be referred to calculated as summarized on Schedule 1.3 using the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methodsprinciples, policies, practices and procedures and conventions reflected on Schedule 3.6(a) or, if not reflected thereon, GAAP, applied in the same manner, with consistent classification and estimation methodology, manner as used in the preparation of the Financial Statements were preparedStatements. (c) Within thirty (30) days after delivery of the Seller Statement, except that Buyer shall deliver to Seller a written response in which Buyer shall either: (i) agree in writing with the Excluded Assets and calculation of the Newsprint Retained Obligations Closing Working Capital as set forth in the Seller Statement, in which case such calculation shall be excluded. The final and binding on the Parties; or (ii) dispute in good faith the calculation of the Closing Net Working Capital as set forth in the Seller Statement may not be amended by delivering to Seller after it is delivered to Purchasera written notice (a "Dispute Notice") setting forth in reasonable detail those items disputed by Buyer. 1.9.2 Purchaser shall, (d) If Buyer fails to take either of the foregoing actions within thirty (30) days after the delivery of the Closing Net Working Capital Statement Seller Statement, then Buyer shall be deemed to it, complete its review have irrevocably accepted the calculation of the Closing Net Working Capital reflected set forth in the Seller Statement, in which case such calculation shall be final and binding on the Parties. (e) If Buyer timely delivers a Dispute Notice to Seller, then the Parties shall attempt in good faith, for a period of twenty (20) days, to agree on the Closing Net Working Capital StatementCapital. Any resolution agreed to in writing by the Parties during such 20-day period as to any disputed items shall be final and binding on the Parties. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail Parties do not resolve all disputed items by the end of such disagreement and any reason therefore twenty (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (3020) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered then the Parties shall submit the remaining items in dispute to Seller PriceWaterhouseCoopers LLC (except "PWC") for resolution. PWC shall act an arbitrator to withdraw any such Purchaser’s Objection). Any items resolve each disputed item based on the Closing Net Working Capital Statements submissions of the Parties with respect thereto (but subject to the requirements set forth in the third sentence of Section 1.3(b)) and shall not disputed conduct any independent review or audit of the financial statements of the Business in Purchaser’s Objection connection with the resolution of such items. The Parties shall be irrevocably deemed instruct PWC to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements render its determination with respect to the determination items in dispute in a written report that specifies the conclusions of PWC as to each item in dispute and the resulting calculation of the foregoing items Closing Working Capital. The Parties shall each use their commercially reasonable efforts to cause PWC to render its determination within thirty (30) days following Seller’s receipt after referral of Purchaser’s Objection (the “Negotiation Period”)items to such firm or as soon thereafter as practicable. PWC's determination of the Closing Working Capital, they as set forth in its report, shall refer their remaining differences not assign a value greater that the greatest value of any disputed item claim by either Party or smaller than the smallest value of any such item claimed by either Party, and shall be final and binding on the Parties. The fees and expenses of PWC shall be shared by Buyer and Seller in inverse proportion to a mutually agreeable independent accounting firm the relative amounts of national recognition (other than an independent accounting firm utilized by any the disputed amount determined to be for the account of the Buyer and Seller, Apache or Purchaser respectively. (f) For purposes of complying with this Section 1.3, each of the Parties shall furnish to each other and to PWC such work papers and other documents and information relating to the calculation of the Closing Working Capital or any Affiliate disputed items with respect thereto as required to permit Seller to prepare the Seller Statement or as PWC may request. Each Party shall be afforded the opportunity to present to PWC appropriate material related to any disputed items to be resolved by PWC and to discuss such items with PWC. (g) If the Closing Working Capital as finally determined pursuant to this Section 1.3 exceeds the Target Amount, the Purchase Price shall be adjusted upward by an amount equal to the difference between the Closing Working Capital and the Target Amount. If the Closing Working Capital as finally determined pursuant to this Section 1.3 is less than the Target Amount, the Purchase Price shall be adjusted downward by an amount equal to the difference between Closing Working Capital and the Target Amount. Buyer shall pay Seller the adjustment amount (in the case of any an upward adjustment) or Seller shall pay Buyer the adjustment amount (in the case of the foregoing within the past three (3a downward adjustment) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion date of the Negotiation Period, either Seller or Purchaser may request that the Chairman final determination of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (accordance with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesthis Section 1. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety 1.8.1 As soon as practicable but in no event more than one hundred twenty (90120) days following the Closing Date, Seller the Buyer shall prepare, or cause to be prepared, and deliver to Purchaser the Sellers’ Representative: (a) a statement consolidated balance sheet of the Companies as of the Effective Date prepared in accordance with Precision GAAP (the “Closing Balance Sheet”); and (b) a certificate substantially in the form of Exhibit C executed by MasTec’s Chief Financial Officer (the “Final Closing Statement”) setting forth each of the following as set forth on the Closing Balance Sheet: (i) the actual net book value of PP&E (the “Actual PP&E”); (ii) the actual aggregate amount of the Companies’ Debt (the “Actual Indebtedness”); (iii) the actual Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Actual Net Working Capital”); and (iv) and shall be prepared the amount of all Receivables included in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Actual Net Working Capital Statement may included in the Closing Balance Sheet which were not be amended by Seller collected on or prior to the ninetieth (90th) day after it is delivered to Purchaserthe Closing Date (the “Actual Uncollected Receivables”). 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, 1.8.2 The Sellers and their accountants shall complete its their review of the Closing Net Working Capital reflected on Balance Sheet and Final Closing Statement within 30 days after delivery thereof by the Buyer. During such review period, Buyer shall provide Sellers’ Representative with access to all books and records reasonably requested by Sellers’ Representative to review the Closing Net Working Capital StatementBalance Sheet and the Final Closing Statement and any work papers prepared by Buyer or its accountants in connection with such calculations, and Buyer shall make reasonably available its Representatives responsible for the preparation of the Closing Balance Sheet and Final Closing Statement in order to respond to the inquiries of Sellers’ Representative. If Purchaser wishes the Sellers object to dispute the Closing Net Working CapitalBalance Sheet or Final Closing Statement for any reason, Purchaser shall notify Seller the Sellers’ Representative shall, on or before the last day of such 30-day period, so inform the Buyer in writing in reasonable detail of such disagreement and any reason therefore (a “Purchaser’s Sellers’ Objection”), setting forth a specific description of the basis of Purchaser’s Objection the Sellers’ determination and the adjustments to the Closing Net Working Capital Balance Sheet or Final Closing Statement that Purchaser believes the Sellers believe should be made, . To the extent any disagreement therewith is not described in a Sellers’ Objection received by the Buyer on or before the last day of such thirty (30) -day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any then all items described on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Balance Sheet and Final Closing Statement delivered by the Buyer to the Sellers’ Representative shall be irrevocably deemed agreed, final and binding on the parties. 1.8.3 If the Sellers’ Representative timely delivers a Sellers’ Objection to be accepted by Purchaser. Seller shall then have thirty (30) days to review the Buyer and respond to Purchaser’s Objection. If Seller the Sellers’ Representative and Purchaser the Buyer are unable to resolve all of their disagreements with respect to the determination of proposed adjustments set forth in the foregoing items Sellers’ Objection within thirty (30) days following Sellerthe Buyer’s receipt of Purchaser’s Objection (the “Negotiation Period”)Sellers’ Objection, then they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of jointly retain the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who which, acting as an expert and not as an arbitrator, shall determine, on the basis set forth in and in accordance with this Section 1.8, and only with respect to those items in the remaining differences so submittedSellers’ Objection on which the Buyer and the Sellers’ Representative have not agreed, whether and to what extent, if any, the Closing Net Working Capital Cash Purchase Price requires adjustment. The procedure Buyer and schedule under which any dispute the Sellers’ Representative shall instruct the CPA Firm to deliver its written determination to the Buyer and the Sellers’ Representative no later than 30 days after submitting the matter to it for resolution. At the time of retention of the CPA Firm, the Buyer shall specify in writing to the CPA Firm and the Sellers’ Representative the amount of Buyer’s computation of the Cash Purchase Price (the “Buyer’s Position”), and the Sellers’ Representative shall specify in writing to the CPA Firm and to the Buyer the amount of the Sellers’ computation of the Cash Purchase Price (the “Sellers’ Position”). The CPA Firm’s determination shall be conclusive and binding upon the Buyer and the Sellers. In resolving any disputed item, the CPA Firm may not assign a value to any disputed item that is greater than the greatest value claimed by the Buyer or the Sellers’ Representative at the time the CPA Firm is retained or less than the smallest value claimed for the item by the Buyer or the Sellers’ Representative at such time. The scope of the disputes to be resolved by the CPA Firm is limited to whether the preparation of the Closing Balance Sheet and the calculation of Actual PP&E, Actual Indebtedness and Actual Net Working Capital were done in a manner consistent with Precision GAAP and otherwise in accordance with this Agreement, and the CPA Firm is not to make any other determination unless jointly requested in writing by the Sellers’ Representative and the Buyer. The fees and disbursements of the CPA Firm and the reasonable attorneys’ fees and expenses of the parties relating to the disputes submitted to the CPA Firm (collectively, the “Purchase Price Dispute Expenses”) shall be borne (i) jointly and severally by the Sellers in that proportion equal to a fraction (expressed as follows: a percentage) the numerator of which is equal to Sellers’ Position minus the Cash Purchase Price determined by the CPA Firm, and the denominator of which is equal to Sellers’ Position minus Buyer’s Position and (aii) Within ten by Buyer in that proportion equal to a fraction (10expressed as a percentage) days after equal to one (1) minus the later of fraction described in clause (i). For example, if the Sellers’ Position is that the Cash Purchase Price should be $175,000,000 and the Buyer’s Position is that the Cash Purchase Price should be $174,000,000, the CPA Firm determines that the Cash Purchase Price should be $174,600,000 and the Purchase Price Dispute Expenses are $50,000, then (i) the end Sellers shall pay $20,000 (40%) of the Negotiation Period Purchase Price Dispute Expenses and (ii) the selection Buyer shall pay $30,000 (60%) of the Purchase Price Dispute Expenses. The Buyer and the Sellers shall cooperate with the CPA Firm during its resolution of the disagreement and make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Closing Balance Sheet, Final Closing Statement and the Sellers’ Objection and all other items reasonably requested by the CPA Firm in connection therewith. 1.8.4 The Closing Balance Sheet, PP&E, Debt and Net Working Capital, as agreed to (or deemed to have been agreed to) between Buyer and Sellers’ Representative or as determined by the CPA Firm, Purchaser as applicable, shall submit any unresolved elements be conclusive and binding on all of the Purchaser’s Objection to parties hereto and shall be deemed the CPA Firm in writing (with a copy to Seller)“Actual Closing Balance Sheet”, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates“Actual PP&E”, “Actual Indebtedness”, “Actual Net Working Capital” and “Actual Uncollected Receivables”, respectively, for all purposes herein. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety one hundred (90100) days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, and deliver to Purchaser Seller a statement (the “Initial Closing Net Working Capital Statement”) which shall set forth include an itemized calculation (including of any components) of the following items: (x) the actual amount of Net Debt (the “Actual Closing Net Debt”), (y) the actual amount of the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Actual Closing Net Working Capital”), and (z) the actual aggregate amount of Seller Transaction Expenses (the “Actual Seller Transaction Expenses”), in each case, (x) as of the Effective Time, (y) with all such adjustments that are based on any currency other than US$ converted into US$ using the Specified Exchange Rate and (z) determined on a pro forma basis as if the parties had not consummated the transactions contemplated by this Agreement (other than as set forth in Section 2.03(b)). Buyer shall be prepared cause the Group Companies to make available to Seller and its representatives and advisors the books, records, auditors’ working papers and employees of the Group Companies and all other items requested by such Person, in accordance each case, to the extent reasonably necessary in connection with Seller’s past accounting methods, policies, practices and procedures and in review of the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets Initial Closing Statement and the Newsprint Retained Obligations shall be excluded. The determination of the Final Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser(as defined below). 1.9.2 Purchaser shall, within thirty (30b) Seller and its accountants shall have sixty (60) days after the delivery of the Initial Closing Statement to review the Initial Closing Statement. If Seller determines that any of the Actual Closing Net Debt, Actual Closing Net Working Capital Statement to itor Actual Seller Transaction Expenses has not been determined in accordance with the terms of this Agreement, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser Seller shall notify Seller inform Buyer in writing in reasonable detail of such disagreement and any reason therefore (an “Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s the Objection and the proposed adjustments to the amounts (including itemized calculations thereof) of the Actual Closing Net Debt, Actual Closing Net Working Capital that Purchaser believes should or Actual Seller Transaction Expenses, as applicable, which Objection must be made, delivered to Buyer on or before the last day of such thirty sixty (3060) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller Buyer shall then have thirty ten (3010) days Business Days to review and respond in writing to Purchaser’s the Objection. Buyer and Seller shall attempt in good faith to reach an agreement with respect to any matters in dispute. If Buyer and Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty ten (3010) days Business Days following Sellerthe delivery of Buyer’s receipt of Purchaser’s Objection (written response to the “Negotiation Period”)Objection, they shall refer their remaining differences to a mutually agreeable PricewaterhouseCoopers LLP (or an Affiliate of PricewaterhouseCoopers LLP), or such other independent public accounting firm of national recognition (other than an independent accounting firm utilized as mutually agreed to by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Buyer and Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA FirmAuditor”), who shall determinewhich shall, acting as expert and not as arbitrator, determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, extent (if any) the Actual Closing Net Debt, the Actual Closing Net Working Capital or the Actual Seller Transaction Expenses, as applicable, requires adjustment. The procedure For the avoidance of doubt, the Auditor may not determine that the Actual Closing Net Debt is a lesser amount of Net Debt than the Estimated Closing Net Debt or a greater amount of Net Debt than the Actual Closing Net Debt proposed by Buyer in the Initial Closing Statement, or that the Actual Closing Net Working Capital is a greater amount of Net Working Capital than the Estimated Closing Net Working Capital or a lesser amount of Net Working Capital than the Actual Closing Net Working Capital proposed by Buyer in the Initial Closing Statement, or that the Actual Seller Transaction Expenses are a lesser amount of Seller Transaction Expenses than the Estimated Seller Transaction Expenses or a greater amount of Seller Transaction Expenses than the Actual Seller Transaction Expenses proposed by Buyer in the Initial Closing Statement. Buyer and schedule under which Seller shall direct the Auditor to use its best efforts to render its written determination as soon as practicable, but in any dispute shall be submitted to the CPA Firm shall be as follows: event within thirty (a) Within ten (1030) days after such submission. The Auditor’s determination of the later Actual Closing Net Debt, the Actual Closing Net Working Capital and/or the Actual Seller Transaction Expenses, as applicable, shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions set forth in this Agreement. The Auditor’s determination shall be conclusive and binding upon Buyer and Seller and shall not be subject to appeal or further review (other than with respect to errors in arithmetic calculations). The parties shall make readily available to the Auditor all relevant books, records, employees, properties and any work papers (including those of the parties’ respective accountants) relating to the Initial Closing Statement, the parties’ review thereof, and all other items and information reasonably requested by the Auditor. The “Final Closing Statement” shall be deemed to be (i) if no Objection is delivered by Seller during the end sixty (60) day period specified above or if Seller notifies Buyer of its agreement with the Initial Closing Statement prior to the expiration of the Negotiation Period and sixty (60) day period specified above, the Initial Closing Statement, or (ii) if any Objection is delivered by Seller during the selection sixty (60) day period specified above, the Initial Closing Statement as adjusted by either (A) the written agreement of the CPA Firm, Purchaser shall submit any unresolved elements parties or (B) the written determination of the Purchaser’s Auditor. Any costs and expenses incurred by Seller, the Company or Buyer in connection with the Initial Closing Statement, the Final Closing Statement, any Objection to and otherwise in connection with determining the CPA Firm in writing (with a copy to Seller)Actual Closing Net Debt, supported the Actual Closing Net Working Capital and/or the Actual Seller Transaction Expenses shall be borne by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser the parties incurring such costs and expenses; provided that the fees and disbursements of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in subAuditor shall be paid one-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported half by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance Buyer and one-half by Seller with respect to any unresolved elements to which such failure relatesSeller. (c) If the Final Purchase Price (i) is less than the Initial Purchase Price, then within three (3) Business Days of the completion of the Final Closing Statement, Seller shall make a payment to Buyer, by wire transfer of immediately available funds to a bank account designated in writing by Buyer, in an amount equal to (A) the Initial Purchase Price minus (B) the Final Purchase Price, or (ii) is greater than the Initial Purchase Price, then within three (3) Business Days of the completion of the Final Closing Statement, Buyer shall make a payment to Seller, by wire transfer of immediately available funds to the bank account designated in writing by Seller, in an amount equal to (A) the Final Purchase Price minus (B) the Initial Purchase Price. The CPA Firm aggregate amount of payment to be made by Buyer or Seller (as applicable) pursuant this Section 2.05(c) shall deliver its written determination be referred to Purchaser herein as the “Post-Closing Purchase Price Adjustment.” (d) Any calculation of Net Debt, Net Working Capital or Seller Transaction Expenses to be made pursuant to Section 2.04 or this Section 2.05 shall be calculated (i) with respect to Net Debt and Seller no later than Transaction Expenses, in accordance with IFRS and (ii) with respect to Net Working Capital, in accordance with the thirtieth (30thaccounting policies, practices, estimation techniques, classifications and methodologies utilized in the illustrative calculation of Net Working Capital provided in Schedule 2.05(d) day and consistently applied in accordance with IFRS. In any event, for the avoidance of doubt, any adjustment to the Base Purchase Price shall be made without duplication, including the elimination of any adjustment to the Base Purchase Price which may occur as a result of any item taken into account in the calculation of Net Debt to the extent such amount was taken into account in the determination of Net Working Capital, the Company Repayment Amount or Seller Transaction Expenses. Notwithstanding anything in this Agreement to the contrary, after the remaining differences underlying Purchaser’s Objection are referred final determination of Net Debt, Net Working Capital and Seller Transaction Expenses and the payment of any Post-Closing Purchase Price Adjustment, no party shall have the right to the CPA Firmmake any claim against any other party related to any element of Net Debt, Net Working Capital or Seller Transaction Expenses that such party raised, or such longer period could have raised, in the process of time as completing the CPA Firm determines is necessaryFinal Closing Statement pursuant to this Section 2.05.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following After the Closing DateClosing, Seller Buyer shall prepare, or cause to be prepared, and deliver to Purchaser prepare a statement in accordance with this Section 1.5 (the “Closing Net Working Capital Date Statement”) which shall set certified by an authorized officer of Buyer setting forth Buyer’s calculation of (i) the Net Working Capital of the Newsprint Business and of Apache as of 12:01 a.m. on the Closing Time Date (which shall be set forth separately for each the “Working Capital Amount”), (ii) the amount of Cash as of 12:01 a.m. on the Newsprint Business Closing Date (the “Cash Amount”) and Apache(iii) the amount of Company Indebtedness as of 12:01 a.m. on the Closing Date (the “Indebtedness Amount”) (collectively, but as aggregated shall be referred to as the “Closing Net Date Statement Calculations”). The Closing Date Statement Calculations with respect to Working Capital”) and Capital shall be prepared in accordance with the Closing Methodology. (b) Buyer shall deliver to Seller within ninety (90) days after the Closing Date the Closing Date Statement, together with reasonably detailed supporting calculations of each of the Closing Date Statement Calculations (collectively, the “Buyer Post-Closing Deliverables”). For the purposes of preparing the Buyer Post-Closing Deliverables (and resolving any subsequent disputes with respect to these), Seller shall permit, cause or otherwise provide, Buyer and its Representatives reasonable and timely access to the books and records, working papers and personnel reasonably necessary for Buyer’s preparation of the Buyer Post-Closing Deliverables. Seller shall, and shall cause applicable employees to, reasonably cooperate in a timely manner with Buyer in connection with Buyer’s preparation of the Buyer Post-Closing Deliverables. Once Buyer has delivered each of the foregoing, the Closing Date Statement shall be deemed irrevocable for purposes of the adjustment of the Closing Purchase Price, Buyer shall be foreclosed and completely barred from amending, supplementing or modifying the Closing Date Statement and related Closing Adjustments following delivery to Seller, provided, that the Closing Date Statement may be revised (i) in connection with, and as a result of Seller’s past review thereof (and related discussion and/or negotiation between the parties) in accordance with this Section 1.5, (ii) in connection with, and as a result of any determination by an accounting methods, policies, practices firm pursuant to Section 1.5(d) or (iii) as otherwise agreed between Buyer and procedures Seller. (c) Buyer shall permit Seller and its representatives reasonable and timely (and in any event within five (5) days of any applicable request of Seller) access to the same mannerbooks and records, with consistent classification accountants’ work papers (provided, that customary confidentiality and estimation methodologyhold harmless agreements relating to access to such working papers in form and substance reasonably and customarily acceptable to any auditors or independent accountants are signed by Seller and its representatives (as applicable)), as and personnel, independent accountants, and facilities of the Financial Statements were prepared, except that Business Group in order to complete its review of the Excluded Assets Closing Date Statement and the Newsprint Retained Obligations calculations thereof and for the purpose of determining each of the Closing Date Statement Calculations and resolving any disputes with respect thereto. Buyer shall be excludedcause its employees and the employees of the Companies and the Subsidiaries to reasonably cooperate in a timely manner with Seller in connection with Seller’s review of the Closing Date Statement. The Within sixty (60) days (the “Seller Objection Notice Deadline”) after delivery by Buyer to Seller of the Buyer Post-Closing Net Working Capital Deliverables, Seller shall notify Buyer in writing in reasonable detail of any disagreement that Seller may have with the Closing Date Statement may not be amended by Calculations, which written notification shall set forth (in reasonable detail) the specific items and amounts in dispute together with reasonably detailed supporting calculations (the “Seller after it Objection Notice”). Unless such notification is delivered to Purchaserprovided within the review period specified in the prior sentence, the Closing Date Statement and each Closing Date Statement Calculation shall become final and binding. 1.9.2 Purchaser shall(d) If Seller notifies Buyer of its disagreement with any Closing Date Statement Calculations by delivery of the Seller Objection Notice in accordance with Section 1.5(c), Buyer and Seller shall use their good faith efforts to reach agreement on such disputed amounts. If Buyer and Seller fail to so agree within thirty (30) days after the delivery Seller Objection Notice has been delivered, then Buyer and Seller shall promptly (but in any event within sixty (60) days after the Seller Objection Notice has been delivered or such longer period mutually agreed by Buyer and Seller in writing) engage by mutual agreement an independent nationally recognized accounting firm (the “Approved Accountant”) to determine, within forty-five (45) days of the engagement, the appropriate amount of those specific items listed in the Seller Objection Notice that remain in dispute as between Buyer and Seller. In the absence of agreement within such sixty (60)-day period on the identity of the Approved Accountant, or if such firm refuses or is unable to serve in such capacity, the Parties shall engage the accounting firm of KPMG LLP (provided KPMG LLP shall then remain independent of the Parties), to determine, within forty-five (45) days of the engagement, the disputed items. Seller and Buyer shall furnish or cause to be furnished to the Approved Accountant such work papers and other documents and information relating to the disputed items as the Approved Accountant may request and are available to that Party or its agents, copies of which shall be concurrently provided to the other Party. Additionally, Seller and Buyer shall be afforded the opportunity to present to the Approved Accountant any material relating to the disputed items (provided, that copies of such shall be concurrently provided to the other Party), but shall not engage in any other ex parte communications with the Approved Accountant without the prior written consent of the other Party or without the other Party having the opportunity to participate in (and, to the extent of any written communications, being concurrently provided with a copy of) any such communications. In determining the appropriate amount of those specific items listed in the Seller Objection Notice as to which the Buyer and Seller still disagree, the Approved Accountant: (i) shall make their decision as described in Section 1.5(d)(iii) in accordance with the Closing Methodology (with respect to Working Capital) and the terms of this Section 1.5, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either Buyer or Seller, (iii) shall restrict their decision to determining the appropriate amount of only those specific items listed in the Seller Objection Notice that remain in dispute as between Buyer and Seller, (iv) may review only the written information provided by Buyer and Seller in resolving any item which is in dispute, (v) shall render their decision in writing within forty-five (45) days after the disputed items have been submitted to them, and (vi) shall have no authority to determine whether any Party has complied with any representation, warranty or covenant contained herein, other than the determination of whether the Parties have complied with the Closing Methodology for purposes of this Section 1.5. The Approved Accountant’s decision shall be final, binding and conclusive upon the Parties with respect to the items for which they have been engaged to determine and shall be the Parties’ sole and exclusive remedy regarding any dispute concerning the appropriate amount of any line item on the Closing Date Statement and any of the Closing Net Date Statement Calculations. Fees and expenses of the Approved Accountant shall be allocated between Buyer and Seller inversely proportional to the aggregate dollar amounts of issues resolved in favor of Buyer and Seller, respectively. In the event Seller issues a Seller Objection Notice, the Closing Date Statement shall become final and binding upon (A) Buyer and Seller reaching agreement thereon, or, in the event a firm of Approved Accountant is engaged pursuant to this Section 1.5(d), (B) the rendering of the Approved Accountant’s decision pursuant to this Section 1.5(d). (e) Upon the Closing Date Statement Determination Date, the Closing Purchase Price shall be adjusted as follows (each purchase price adjustment set forth below, a “Closing Adjustment”): (i) if the Final Working Capital Statement Amount is (A) less than the Working Capital Estimate, then the Closing Purchase Price shall be reduced dollar-for-dollar by an amount equal to itsuch deficiency, complete its review or (B) greater than the Working Capital Estimate, then the Closing Purchase Price shall be increased dollar-for-dollar by an amount equal to such excess. (ii) if the Final Cash Amount is (A) less than the Cash Estimate, then the Closing Purchase Price shall be reduced dollar-for-dollar by an amount equal to such deficiency, or (B) greater than the Cash Estimate, then the Closing Purchase Price shall be increased dollar-for-dollar by an amount equal to such excess. (iii) if the Final Indebtedness Amount is (A) less than the Indebtedness Estimate, then the Closing Purchase Price shall be increased dollar-for-dollar by an amount equal to such deficiency, or (B) greater than the Indebtedness Estimate, then the Closing Purchase Price shall be decreased dollar-for-dollar by an amount equal to such excess. (f) Within five (5) Business Days of the Closing Net Working Capital reflected on Date Statement Determination Date, the Closing Net Working Capital Statement. If Purchaser wishes to dispute Adjustments shall be aggregated and in the event that such aggregation (i) requires the Closing Net Working CapitalPurchase Price to be increased Buyer shall pay or cause to be paid the amount by which the Closing Purchase Price is to be increased to Seller by wire transfer of immediately available funds to an account designated by Seller, Purchaser or (ii) requires the Closing Purchase Price to be decreased Seller shall notify pay or cause to be paid the amount by which the Closing Purchase Price is to decreased to Buyer by wire transfer of immediately available funds to an account designated by Buyer. (g) The parties hereto agree that any payment by the Buyer or Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments pursuant to this Section 1.5 shall be treated for Tax purposes as an adjustment to the Closing Net Working Capital that Purchaser believes should be madePurchase Price to the extent permitted by applicable Law. (h) Within thirty (30) days of the determination of the Final Purchase Price, Seller and Buyer shall use their good faith efforts to agree on or before the last day allocation of the Final Purchase Price among each Seller and the covenants contained in Sections 3.10 and 3.11 for all purposes (including Tax and financial accounting). In the event Buyer and Seller fail to so agree within such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. then Buyer and Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than engage an independent nationally recognized accounting firm utilized by any of Sellerfirm, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to which accountants shall resolve the dispute within sixty (60) days of the engagement using the procedures set forth in Section 1.5(d). The fees and expenses incurred by the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted borne equally by the Parties. Such allocation as finally determined pursuant to the CPA Firm this Section 1.5(h) shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period used by Seller and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element Buyer for all purposes to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission the allocation will apply, including preparation and filing of all related Tax Returns, and no Party hereto shall take or assert any position inconsistent therewith, except as otherwise required by a Final Determination. Any subsequent adjustments to Purchase Price required pursuant to this Agreement shall also be allocated in accordance with the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response allocation finally determined pursuant to the CPA Firm in writing (with a copy to Purchaserthis Section 1.5(h), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than 45 days following the Closing Date, Seller the Purchaser shall prepare, prepare or cause to be prepared, prepared and shall deliver to Purchaser the Stockholders Representative a draft final statement (setting forth in reasonable detail the “Closing Purchaser's calculation of the final Purchase Price which shall include a calculation of final Net Working Capital Statement”) which shall set forth amount, Net Debt, Seller Transaction Expenses and the Net Working Capital Adjustment Amount (the "Draft Final Statement"). Seller Transaction Expenses shall be reconciled to the actual amount thereof. The Draft Final Statement will be accompanied by a report of the Newsprint Business and of Apache as Company's independent accountants stating that the calculation of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing final Net Working Capital”) and shall be Capital amount was prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, manner as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserSchedule 2.3. 1.9.2 Purchaser shall, within thirty (30b) The Stockholders Representative shall have 45 days after following the Purchaser's delivery or deemed delivery of the Closing Net Working Capital Draft Final Statement to it, complete its review of the Closing Net Working Capital reflected on Stockholders Representative (the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30"Review Period") day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objectionthe Draft Final Statement, during which period the Purchaser shall grant the Stockholders Representative and its advisors (including independent accountants and legal counsel) reasonable access to all books and records and other materials used to prepare the Draft Final Statement and any work papers prepared by the Purchaser or (subject to execution of customary exculpation letters) its independent accountants with respect to the Draft Final Statement (collectively, the "Net Working Capital Materials"). (c) In the event the Stockholders object to all or any part of the Draft Final Statement, the Stockholders Representative shall so notify the Purchaser in writing (such notice, a "Notice of Objections") prior to the expiration of the Review Period setting forth a description of such objections in reasonable detail and the amount of the adjustment which the Stockholders believe should be made to each item of their objection. If Seller the Stockholders Representative fails to deliver a Notice of Objections within the Review Period, the Draft Final Statement shall be deemed to have been accepted by the Stockholders and shall become the Final Statement. (d) As soon as practicable but in no event later than 20 Business Days following the delivery by the Stockholders Representative of the Notice of Objections (the "Discussion Period"), the Purchaser and the Stockholders Representative shall meet and endeavor to resolve the matters set forth in the Notice of Objections. Any matters set forth in the Notice of Objection that are resolved by the Purchaser and the Stockholders Representative shall collectively be referred to herein as the "Resolved Objections." The Draft Final Statement shall be revised to reflect any Resolved Objections. To the extent the parties are able to resolve all matters set forth in the Notice of Objections, the Draft Final Statement as so adjusted by the Resolved Objections shall become the "Final Statement." (e) In the event the Purchaser and the Stockholders Representative are unable to resolve all matters set forth in the Notice of their disagreements with respect Objections within such Discussion Period, the following procedures shall apply: (i) After the end of the Discussion Period, upon written request of either the Purchaser or the Stockholders Representative, the parties shall jointly appoint the Independent Expert to assist in the resolution of the outstanding objections; (ii) Upon appointment of the Independent Expert, each party shall provide to the determination Independent Expert and to the other party, within five Business Days of such appointment, a copy of the foregoing items Draft Final Statement and the Notice of Objections and any other written submission or materials such party may wish to make, or provide, in support of its position, including the Net Working Capital Materials; (iii) Each party may submit a reply brief in response to the written submissions referred to in clause (ii) above, such reply brief to be delivered to the Independent Expert and to the other party within thirty (30) days following Seller’s five Business Days after the receipt of Purchaser’s Objection the other party's written submissions; (iv) The Independent Expert shall review the matters set forth in the Notice of Objections that are not Resolved Objections (the “Negotiation Period”)"Differences") and the written submissions, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Sellerif any, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller parties and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, based on the requirements set forth in this Article II (and related definitions), and only with respect to the remaining differences so Differences submitted, whether and to what extent, if any, extent the Closing Net Working Capital Draft Final Statement requires adjustment. The procedure and schedule under which ; provided, however, that in no event shall any dispute shall be submitted to determination made by the CPA Firm shall be as follows: (a) Within ten (10) days after Independent Expert of any Differences result in an adjustment greater than the later of (i) the end amount of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection adjustment requested with respect to any unresolved element such Difference in the Notice of Objections. It is the understanding and agreement of the parties that time is of the essence in the resolution of the Differences, and each party shall use its reasonable best efforts to which such failure relatescause the Independent Expert to make its determination as expeditiously as possible. (bv) Within fifteen (15) days following Purchaser’s submission The Independent Expert shall have the discretion to determine whether to convene a meeting or meetings of the unresolved elements parties to assist in the resolution of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesDifferences. (cvi) The CPA Firm fees and expenses of the Independent Expert shall deliver its written determination to be borne by the Purchaser and Seller no later than the thirtieth Stockholders Representative (30thon behalf of the Sellers) day after in inverse proportion as each of them may prevail on the remaining differences underlying Purchaser’s Objection are referred Differences resolved by the Independent Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute. (vii) The Independent Expert's resolution of the Differences shall be conclusive and binding upon the parties. The Draft Final Statement, as adjusted to reflect any such determination of by the CPA FirmIndependent Expert, or such longer period of time as shall become the CPA Firm determines is necessaryFinal Statement.

Post-Closing Purchase Price Adjustment. 1.9.1 (i) Within ninety twenty (9020) days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Seller a statement (the “Closing Net Working Capital Inventory Statement”) which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and any discrepancies in the same mannerPurchased COT Assets actually delivered at Closing from the Purchased COT Assets listed on Schedule A, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded including any missing or materially damaged Purchased COT Assets and the Newsprint Retained Obligations replacement value or repair cost of each such item, not to exceed the value for such item set forth on Schedule 2.3 (the “Inventory Value Adjustment”); provided that the Inventory Value Adjustment included in the Closing Inventory Statement shall be excludedonly include material changes to the Purchased COT Assets occurring after Buyer’s inspection of such Purchased COT Assets prior to the Execution Date and shall exclude any loss, damage or reduction in value as a result of depreciation and/or ordinary wear and tear and any damage claims to the extent such damages do not render any such Purchased COT Assets inoperable. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserFor purposes of this Section 2.3(a), “material” and “materially” shall mean a value greater than Seventeen Thousand Five Hundred Dollars ($17,500). 1.9.2 Purchaser shall(ii) If, within thirty (30) days after the date of Buyer’s delivery of the Closing Net Working Capital Inventory Statement, Seller (i) determines that the Closing Inventory Statement and the Inventory Value Adjustment have not been prepared or determined in accordance with this Agreement or (ii) disagrees with the replacement value proposed by Buyer, Seller may give written notice to it, complete its review Buyer within such 30-day period setting forth Seller’s proposed changes to the Closing Inventory Statement as prepared by Buyer and the determination by Seller of the Inventory Value Adjustment. The failure by Seller to so express disagreement and provide such notice within such 30-day period will constitute acceptance of Buyer’s preparation of the Closing Net Working Capital reflected on Inventory Statement and the Closing Net Working Capital StatementInventory Value Adjustment. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Buyer and Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements any disagreement between them with respect to the preparation of the Closing Inventory Statement and the determination of the foregoing items Inventory Value Adjustment within fifteen (15) days after the giving of notice by Seller to Buyer of such disagreement, the dispute may be referred by Buyer or Seller for determination to the Houston, Texas office of BDO USA, LLP or, if such firm is not willing or able to serve, a mutually acceptable, independent, nationally or regionally recognized accounting firm (the “Accountants”). Within fifteen (15) days of such referral, each party shall submit, in writing, detailed briefs to the Accountants setting forth their position, and the Accountants shall make a written determination as promptly as practicable, but in any event within thirty (30) days following Sellerafter the date on which the dispute is referred to the Accountants. The Accountants will not disclose either party’s receipt position to the other party. Neither Buyer nor Seller shall be entitled to respond to the brief provided by the other party to the Accountants. The Accountants may ask and receive responses in writing from one or both parties in order to clarify such party’s position. The Accountants are authorized to select only the Inventory Value Adjustment as presented by Buyer or Seller and shall not select any other amount as the Inventory Value Adjustment. The costs and expenses of Purchaser’s Objection (the “Negotiation Period”)Accountants shall be borne by the party against whom the majority of amounts in dispute are decided. No party will disclose to the Accountants, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized and the Accountants will not consider for any purposes, any settlement discussions or settlement offer made by any of Seller, Apache or Purchaser or any Affiliate of any party. The decision of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute Accountants shall be submitted to final and binding on the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesparties. (biii) Within fifteen (15) days following PurchaserDuring the period that Seller’s submission advisors and personnel are conducting their review of Buyer’s preparation of the unresolved elements Closing Inventory Statement and the determination of the Purchaser’s Objection as specified in sub-clause (a) aboveInventory Value Adjustment until the final determination of the Closing Inventory Statement and the determination of the Inventory Value Adjustment, Seller shall submit and its response Representatives will have reasonable access during normal business hours to the CPA Firm work papers prepared by or on behalf of Buyer and its Representatives in writing (connection with Buyer’s preparation of the Closing Inventory Statement and the determination of the Inventory Value Adjustment; provided, however, that Seller will conduct such review in a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller manner that does not unreasonably interfere with respect to any unresolved elements to which such failure relatesthe conduct of the businesses of Buyer. (civ) The CPA Firm Upon the final determination of the Closing Inventory Statement and the Inventory Value Adjustment, the Purchase Price shall deliver its written be decreased by the Inventory Value Adjustment. Any payment in respect of the Inventory Value Adjustment will be made by Seller in cash by wire transfer of immediately available funds to one account specified by Buyer in writing, within five (5) Business Days following the final determination to Purchaser and Seller no later than of the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryInventory Value Adjustment.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As promptly as practicable after the Closing Date, Seller and in any event not later than 60 days after the Closing Date, (a) Paradigm shall prepare, or cause prepare and submit to be prepared, and deliver to Purchaser PSXP a closing statement (the “Pipeline Closing Net Working Capital Statement”) which shall set that sets forth the Net Working Capital amount of the Newsprint Business PSXP Closing Cash Contribution and of Apache as of the Closing Time (which b) PSXP shall be set forth separately for each of the Newsprint Business prepare and Apache, but as aggregated shall be referred submit to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth Paradigm a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection closing statement (the “Negotiation PeriodTerminal Closing Statement”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any ) that sets forth the amount of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Paradigm Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesCash Contribution. (b) Within fifteen (15) PSXP shall have 30 days following Purchaser’s submission from the receipt of the unresolved elements Pipeline Closing Statement and Paradigm shall have 30 days from the receipt of the PurchaserTerminal Closing Statement (the “Review Period”) to review such Pipeline Closing Statement and Terminal Closing Statement, as applicable. In connection with (i) PSXP’s Objection as specified review of, and in sub-clause the case of any dispute with respect to, the Pipeline Closing Statement and (aii) aboveParadigm’s review of, Seller and in the case of any dispute with respect to, the Terminal Closing Statement, each Party shall submit its response provide to the CPA Firm other Party and its authorized representatives (1) access to the relevant books and records of such Party and its Affiliates and authorized representatives, including the work papers of such authorized representatives, and (2) any other information that relates to the Pipeline Closing Statement that is reasonably requested and is relevant to the calculation of the PSXP Closing Cash Contribution and the Terminal Closing Statement that is reasonably requested and is relevant to the calculation of the Paradigm Closing Cash Contribution, as applicable. Unless PSXP provides written notice to Paradigm of its disagreement as to one or more items included in writing the Pipeline Closing Statement or Paradigm provides written notice to PSXP of its disagreement as to one or more items included in the Terminal Closing Statement (with a copy “Notice of Disagreement”) prior to Purchaser)the expiration of the Review Period, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller the Pipeline Closing Statement with respect to any unresolved elements PSXP and the Terminal Closing Statement with respect to Paradigm shall become final and binding on each Party. A Notice of Disagreement shall set forth all disputed items in the calculation of the PSXP Closing Cash Contribution or the Paradigm Closing Cash Contribution, as applicable, together with the proposed changes thereto. If either Party has delivered a timely Notice of Disagreement, then the Parties shall use their good faith efforts to reach written agreement on the disputed items. If all of the disputed items have not been resolved by the 30th day following the receipt of the Notice of Disagreement (the “Resolution Period”), then the remaining disputed items may be submitted by the Parties to binding arbitration by Ernst & Young or such other independent, nationally recognized accounting firm as may be selected by the Parties (the “Accounting Arbitrator”). The Accounting Arbitrator shall act as an arbitrator to determine only those items in dispute. All fees and expenses relating to the work to be performed by the Accounting Arbitrator shall be paid 50% by PSXP and 50% by Paradigm. The Parties shall provide information regarding the disputed items, and such supporting material as they deem reasonably appropriate, to the Accounting Arbitrator within five Business Days of the appointment of such Accounting Arbitrator (the “Submission Deadline Date”), and each Party shall provide a contemporaneous copy to the other Party of the disputed items (and supporting material, if any) submitted to the Accounting Arbitrator. The Accounting Arbitrator shall then prepare and deliver to the Parties a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Arbitrator by the Parties) of the PSXP Closing Cash Contribution and the Paradigm Closing Cash Contribution, as applicable, including the disputed items, within 60 days following the Submission Deadline Date, which determination will be final, binding and conclusive on the Parties as to such failure relatesdisputed items. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than If the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred PSXP Closing Cash Contribution, as finally determined pursuant to the CPA Firmprovisions of Section 2.4(b), is greater than as set forth on the Estimated Pipeline Closing Statement, PSXP shall promptly make a cash contribution to Pipeline LLC of an amount equal to the difference between the PSXP Closing Cash Contribution and the Estimated PSXP Closing Cash Contribution, to a bank account of Pipeline LLC designated by the Parties. If the Paradigm Closing Cash Contribution, as finally determined pursuant to the provisions of Section 2.4(b), is greater than as set forth on the Estimated Terminal Closing Statement, Paradigm shall promptly make a cash contribution to Terminal LLC of an amount equal to the difference between the Estimated Paradigm Closing Cash Contribution and the Paradigm Closing Cash Contribution, to a bank account of Terminal LLC designated by the Parties. If the PSXP Closing Cash Contribution, as finally determined pursuant to the provisions of Section 2.4(b), is less than as set forth on the Estimated Pipeline Closing Statement, the Parties shall cause Pipeline LLC to promptly make a distribution to an account designated by PSXP of an amount equal to the difference between the Estimated PSXP Closing Cash Contribution and the PSXP Closing Cash Contribution. If the Paradigm Closing Cash Contribution, as finally determined pursuant to the provisions of Section 2.4(b), is less than as set forth on the Estimated Terminal Closing Statement, the Parties shall cause Terminal LLC to promptly make a distribution to an account designated by Paradigm of an amount equal to the difference between the Estimated Paradigm Closing Cash Contribution and the Paradigm Closing Cash Contribution. Any payment or such longer period distribution, as applicable, to be made pursuant to this Section 2.4(c) shall be made by wire transfer of time immediately available funds within five (5) Business Days of the date the amount of the PSXP Closing Cash Contribution or the Paradigm Closing Cash Contribution is agreed or finally determined pursuant to the provisions of Section 2.4(b). Any payment by PSXP to Pipeline LLC under this Section 2.4(c) shall be treated as an increase in the CPA Firm determines is necessaryPSXP Closing Cash Contribution pursuant to Section 2.1(b)(ii). Any payment by Paradigm to Terminal LLC under this Section 2.4(c) shall be treated as an increase in the Paradigm Closing Cash Contribution pursuant to Section 2.2(b)(ii).

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following The Parties agree that, on the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of should be no less than $4,000,000 and no greater than $5,000,000. In the Newsprint Business and of Apache event the actual Net Working Capital as of the Closing Time Date (the “Actual Net Working Capital”) is less than $4,000,000, the Purchase Price shall be adjusted downward, dollar-for-dollar, by the extent to which $4,000,000 exceeds the Actual Net Working Capital (the “Downward Purchase Price Adjustment”). In the event the Actual Net Working Capital is greater than $5,000,000, the Purchase Price shall be adjusted upward, dollar-for-dollar, by the extent to which the Actual Net Working Capital exceeds $5,000,000 (the “Upward Purchase Price Adjustment”). Buyer, in conjunction with its independent accountants (and in concurrence with the Sellers’ independent accountants), shall prepare and present to the Sellers a balance sheet setting forth the Actual Net Working Capital, which shall be set forth separately determined and computed in accordance with GAAP (the “Preliminary Closing Date Statement”) promptly, but not more than sixty (60) calendar days after the Closing Date. The Sellers, together with their representatives and accountants, shall have the right to review the workpapers of Buyer and Buyer’s accountants utilized in preparing the Preliminary Closing Date Statement for each purposes of verifying the accuracy and fairness of the Newsprint Business and Apachepresentation of the Preliminary Closing Date Statement. The Sellers shall notify Buyer of any dispute with the Preliminary Closing Date Statement promptly, but as aggregated shall not more than thirty (30) calendar days after its receipt by the Sellers (such date to be referred to as the “Final Closing Date Statement Target Date”). The Preliminary Closing Date Statement, together with any adjustments or corrections agreed upon by Buyer and the Sellers or determined by an independent accounting firm as described below, as applicable, shall set forth the Actual Net Working Capital”) Capital and shall be prepared referred to herein as the “Final Closing Date Statement.” All items on the Final Closing Date Statement shall be determined and computed in accordance with Seller’s past accounting methodsthis Section 3.3(a) and GAAP, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excludedaudited or reviewed by an independent accounting firm at Buyer’s expense. The If the Parties cannot agree on any adjustments or corrections to the Preliminary Closing Net Working Capital Date Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) calendar days after the delivery of the Preliminary Closing Net Working Capital Date Statement to itthe Sellers by Buyer, complete its review of the Closing Net Working Capital reflected Parties shall submit the dispute to a mutually acceptable “Big 4” accounting firm having no material relationship to Buyer or the Sellers and their respective Affiliates and having offices in locations suitable to conduct such review. The determination by such independent accounting firm shall be final, binding and conclusive on the Closing Net Working Capital StatementParties and judgment may be entered thereon in a court of competent jurisdiction. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection Buyer and the adjustments Sellers shall make their respective submissions to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of independent accounting firm within five (5) Business Days after selecting such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered independent accounting firm pursuant to Seller (except to withdraw any such Purchaser’s Objectionthis Section 3.3(a). Any items on Buyer and the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Sellers shall be irrevocably deemed use reasonable efforts to be accepted by Purchaser. Seller shall then have thirty (30) days cause the independent accounting firm to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of make their disagreements with respect to the determination of the foregoing items within thirty (30) calendar days following Seller’s receipt after accepting their selection. The fees and expenses of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition shall be borne by the non-prevailing Party. (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any b) In satisfaction of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extentDownward Purchase Price Adjustment, if any, pursuant to Section 3.3(a) hereof, at the option of Buyer, (i) Sellers shall, within two (2) Business Days of the final agreement as to the Final Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute Date Statement, pay to Buyer the amount of such Downward Purchase Price Adjustment, or (ii) the Escrow Agent shall release to Buyer the amount of such Downward Purchase Price Adjustment in accordance with the terms of the Indemnification Escrow Agreement; provided, that if the Final Closing Date Statement cannot be agreed to on or before the Final Closing Date Statement Target Date, then the undisputed portion of such Downward Purchase Price Adjustment shall be submitted paid to Buyer within two (2) Business Days of the Final Closing Date Statement Target Date and the disputed portion shall be paid within two (2) Business Days after such disagreement is finally resolved pursuant to the CPA Firm shall be as follows: (aterms of Section 3.3(a) Within ten (10hereof. If the amount of the Downward Purchase Price Adjustment exceeds the amount otherwise payable to the Sellers pursuant to Section 3.2(b)(ii) days after the later of hereto, (i) the end Sellers shall, within two (2) Business Days, pay to Buyer such amount in excess of the Negotiation Period Escrow Payment and (ii) the selection Escrow Agent shall release to Buyer the entire amount of the CPA Firm, Purchaser shall submit any unresolved elements Escrow Payment in accordance with the terms of the Purchaser’s Objection to the CPA Firm in writing (with Indemnification Escrow Agreement; provided, that if there is a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection disagreement with respect to any unresolved element the Final Closing Date Statement, such amounts shall be paid to which Buyer within two (2) Business Days after such failure relates. (bdisagreement is finally resolved pursuant to the terms of Section 3.3(a) Within fifteen (15) days following Purchaser’s submission hereto. In satisfaction of the unresolved elements Upward Purchase Price Adjustment, if any, pursuant to Section 3.3(a) hereof and subject to the terms of this Article III and Section 15.12 hereof, Buyer shall (or, if applicable, shall cause Buyer Designee to), within two (2) Business Days of the Purchaser’s Objection final agreement as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser)Final Closing Date Statement, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred pay to the CPA FirmSellers the amount of such Upward Purchase Price Adjustment; provided, that if the Final Closing Date Statement cannot be agreed to on or before the Final Closing Date Statement Target Date then the undisputed portion of such longer period Upward Purchase Price Adjustment shall be paid to Seller within two (2) Business Days of time as the CPA Firm determines Final Closing Date Statement Target Date and the disputed portion shall be paid within two (2) Business Days after such disagreement is necessaryfinally resolved pursuant to the terms of Section 3.3(a) hereof. For greater certainty, the Indemnification Escrow Agreement shall set forth the manner in which the Escrow Payment is to be released to the Sellers and/or Buyer together with any interest accrued thereon.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser Sellers’ Representative a statement report (the “Adjustment Report”) showing in reasonable detail Buyer’s computation of (i) the amount of Indebtedness as of Closing, without giving effect to the transactions contemplated by this Agreement, (ii) the amount of Transaction Expenses as of Closing, (iii) the amount of Cash as of 11:59 p.m. (New York time) on the Closing Net Date and without giving effect to the transactions contemplated by this Agreement, and (iv) Final Working Capital Statement”) which shall set forth (and the Net resulting Final Working Capital of the Newsprint Business and of Apache Adjustment) as of 11:59 p.m. (New York time) on the Closing Time (Date and without giving effect to the transactions contemplated by this Agreement, which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Adjustment Report shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and GAAP on a consistent basis with that used in the same mannerpreparation of the Financial Statements, except to the extent that, with consistent classification and estimation methodologyrespect to Final Working Capital, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excludedWorking Capital Principles provide otherwise. The Closing Net Working Capital Statement may Adjustment Report shall not be amended by Seller after it is has been delivered to PurchaserSellers’ Representative. 1.9.2 Purchaser shall, within (b) Within thirty (30) days after its receipt of the Adjustment Report, Sellers’ Representative, by written notice to Buyer, may object to the computation of Indebtedness, Transaction Expenses, Cash or Final Working Capital (and the resulting Final Working Capital Adjustment) as set forth in the Adjustment Report, setting forth in such notice (the “Objection Notice”) Sellers’ Representative’s objection in reasonable detail to Buyer’s calculation and Sellers’ Representative’s proposal with respect to the calculation of (i) the amount of Indebtedness as of Closing, without giving effect to the transactions contemplated by this Agreement, (ii) the amount of Transaction Expenses as of Closing, (iii) the amount of Cash as of 11:59 p.m. (New York time) on the Closing Date and without giving effect to the transactions contemplated by this Agreement, and (iv) Final Working Capital (and the resulting Final Adjustment) as of 11:59 p.m. (New York time) on the Closing Date and without giving effect to the transactions contemplated by this Agreement. If Sellers’ Representative fails to deliver the Objection Notice before the expiration of the 30 day period following its receipt of the Adjustment Report, the Adjustment Report and all of the calculations set forth in the Adjustment Report shall be deemed to have been accepted by Sellers’ Representative. (c) Within twenty (20) days following timely delivery of the Closing Net Working Capital Statement Objection Notice, Sellers’ Representative and Buyer shall attempt, in good faith, to it, complete its review of resolve all disputes between them concerning any matter set forth in the Closing Net Working Capital reflected on the Closing Net Working Capital StatementObjection Notice. If Purchaser wishes to Buyer and Sellers’ Representative cannot resolve such disputes within such twenty (20)-day period, then (i) the matters in dispute shall be determined by McGladrey LLP or, if McGladrey LLP is unavailable, another independent accounting firm mutually agreed upon in good faith by Sellers’ Representative and Buyer (the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s ObjectionArbitrator”), setting forth a specific description and (ii) the Arbitrator shall be engaged by Sellers’ Representative and Buyer within five (5) days after the later to occur of the basis expiration of Purchaser’s Objection such twenty (20)-day period and the adjustments receipt of written notice from either Sellers’ Representative or Buyer to the Closing Net Working Capital other of its desire to engage the Arbitrator. The Parties shall submit to the Arbitrator for review and resolution all matters (but only such matters) that Purchaser believes should be madeare set forth in the Objection Notice which remain in dispute. The Parties shall instruct the Arbitrator that, on or before in resolving the last day of such thirty items in the Objection Notice that are still in dispute, the Arbitrator shall: (30x) day periodrender a final resolution in writing to the Parties promptly after its appointment, which Purchaser’s Objection may and in any event not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have later than thirty (30) days after acceptance of the date of its appointment, which final resolution shall (i) be based solely on presentations and written submissions by Sellers’ Representative and Buyer to review the Arbitrator, and respond to Purchasernot by independent review, (ii) set forth in reasonable detail the basis for the Arbitrator’s Objection. If Seller final determination and Purchaser are unable to resolve all of their disagreements (iii) be final, conclusive, non-appealable and binding on the Parties with respect to the determination items in the Objection Notice that were submitted to the Arbitrator for review and resolution, and (y) in determining each disputed item, the Arbitrator may not assign a value to such item greater than the greatest value for such item claimed by either Buyer or Sellers’ Representative or less than the lowest value for such item claimed by either Buyer or Sellers’ Representative. For the purposes of the foregoing Arbitrator’s calculations, (A) the amounts to be included shall be the amounts from the Adjustment Report as to items that are not in dispute, and the amounts determined by the Arbitrator as to items from the Objection Notice that are submitted for resolution by the Arbitrator, and (B) the Arbitrator’s calculations shall be prepared in accordance with GAAP applied consistently with the past accounting practices used in the preparation of the Financial Statements, except to the extent that, with respect to Final Working Capital, the Working Capital Principles provide otherwise. Sellers’ Representative and Buyer shall cooperate with the Arbitrator in making its determination and such determination shall be conclusive and binding upon the Parties. The fees and disbursements of the Arbitrator shall be paid by Buyer, on the one hand, and Sellers, on the other hand, on an inversely proportional basis, based upon the relative difference between the amounts in dispute that have been submitted to the Arbitrator and the Arbitrator’s final calculations. Solely by way of example, if Buyer claims in the Adjustment Report that Final Working Capital is $1,000,000, Sellers’ Representative claims in the Objection Notice that Final Working Capital is $1,500,000, and the Arbitrator determines that Final Working Capital is $1,100,000, then Buyer shall pay 20% of the Arbitrator’s fees and disbursements and Sellers shall pay 80% of the Arbitrator’s fees and disbursements. Buyer and Sellers shall each pay their own fees and expenses related to such determination. (d) Buyer will make the work papers (including the work papers of its independent accountants and of the Company’s independent accountants) and back up materials used in preparing the Adjustment Report and the books, records and financial staff of the Company and its Subsidiaries available to Sellers’ Representative and its accountants and other Representatives at reasonable times and upon reasonable notice at any time during (i) the review by Sellers’ Representative of the Adjustment Report, and (ii) the period when any disputes concerning any matter set forth in the Objection Notice remain unresolved. (e) If Sellers’ Representative does not deliver an Objection Notice within the thirty (30) days following Seller’s receipt 30)-day period referred to above, then Sellers’ Representative shall be deemed to have accepted the calculation of Purchaser’s Objection Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses, in each case, as of the Closing, as set forth in the Adjustment Report. Following the determination, in accordance with Section 2.4(c), of Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses, the Estimated Purchase Price shall be recalculated substituting Final Cash for Estimated Cash, Final Indebtedness for Estimated Indebtedness and Final Transaction Expenses for Estimated Transaction Expenses, and adjusting for the Final Working Capital Adjustment (the resulting calculation shall be referred to herein as the “Negotiation PeriodFinal Purchase Price”) and if (A) the Final Purchase Price is greater than the Estimated Purchase Price, then such difference shall be paid in accordance with Section 2.4(f), they or (B) the Estimated Purchase Price is greater than the Final Purchase Price, then such difference shall refer their remaining differences to be paid in accordance with Section 2.4(g). (f) If, as a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any result of the foregoing within adjustments set forth in Section 2.4(e), the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm Final Purchase Price exceeds the Estimated Purchase Price, then, within ten (10) days after the conclusion Final Purchase Price is finally determined, Buyer shall (i) pay to Sellers’ Representative, for distribution to each Seller, such Seller’s Allocable Portion of the Negotiation Periodamount of such excess, either Seller or Purchaser may request that by wire transfer of immediately available funds in the Chairman amounts and to the accounts designated in writing by Sellers’ Representative, and (ii) deposit with the Company, for payment through payroll to each Option Holder, such Option Holder’s Allocable Portion of the American Arbitration Association amount of such excess, by direct deposit in the amounts (or before reduction for any applicable Taxes) designated in writing by Seller’s Representative. If the nominated representative payment provided for in this Section 2.4(f) is not paid by Buyer when due, Sellers’ Representative may proceed against Buyer for payment, in which event Buyer shall be liable for all costs and expenses of collection, including reasonable attorneys’ fees and expenses. (g) If, as a result of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”adjustments set forth in Section 2.4(e), who shall determinethe Final Purchase Price is less than the Estimated Purchase Price, only with respect to the remaining differences so submittedthen, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within within ten (10) days after the later of (iFinal Purchase Price is determined, Sellers’ Representative and Buyer shall cause such difference to be paid to Buyer by executing and delivering to the Escrow Agent a joint written instruction as required by the Escrow Agreement directing the Escrow Agent to disburse such amount from the Escrow Funds to Buyer. If the payment provided for in this Section 2.4(g) the end is not made when due as a result of the Negotiation Period failure of Sellers’ Representative to timely execute such joint written instruction, then Buyer may proceed against Sellers’ Representative for payment, in which event Sellers’ Representative shall be liable for all costs and expenses of collection, including reasonable attorneys’ fees and expenses. (iih) the selection of the CPA Firm, Purchaser Any payments made pursuant to this Section 2.4 shall submit any unresolved elements of the Purchaser’s Objection be treated as an adjustment to the CPA Firm in writing (with a copy Purchase Price by the Parties for Tax purposes, unless otherwise required by Law. Buyer and the Company shall be entitled to Seller), supported by deduct and withhold from the consideration otherwise payable to any documents and/or affidavits upon which Person pursuant to this Article II such amounts as it relies. Failure is required to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection deduct and withhold with respect to the making of such payment under any unresolved element to which provision of federal, state, local or foreign Tax law, provided, that, no deduction or withholding shall made if the Sellers deliver the documents contemplated by Sections 2.6(b)(ix) and (x). If Buyer or the Company, as the case may be, so withholds amounts, such failure relates. (b) Within fifteen (15) days following Purchaser’s submission amounts shall be treated for all purposes of the unresolved elements of the Purchaser’s Objection this Agreement as specified in sub-clause (a) above, Seller shall submit its response having been paid to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesSellers. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) The Parties agree and acknowledge that the spare parts and inventory listed in Section 1.1A of the Disclosure Schedule represent, as of the date hereof, all spare parts and inventory of the Sellers on or for use on the Vessels within the ordinary course of the Business. As promptly as practicable, but in no event later than 30 days following after the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, prepared and deliver delivered to Purchaser the Buyer a statement revised Section 1.1A of the Disclosure Schedule (the “Closing Net Working Capital StatementRevised Inventory List”) which shall that reflects all spare parts and inventory aboard the Vessels or for use on the Vessels at the time of the Closing. To the extent that the Revised Inventory List differs by more than $50,000 in value with Section 1.1A of the Disclosure Schedule attached hereto, the Purchase Price will be adjusted, upward or downward, on a dollar-for-dollar basis, to reflect such difference. If the Purchase Price is increased by virtue of the Revised Inventory List containing a value of spare parts and inventory at least $50,000 greater than the value set forth on the Net Working Capital original Section 1.1A of the Newsprint Business and of Apache as Disclosure Schedule, the Buyer will deliver to the Sellers, within 5 days of the Closing Time (which shall be Revised Inventory List becoming final hereunder, the difference in value set forth separately for each on the Revised Inventory List and Section 1.1A of the Newsprint Business Disclosure Schedule attached hereto. If the Purchase Price is decreased by virtue of the Revised Inventory List reflecting a value of spare parts and Apacheinventory at least $50,000 less than the value set forth on the original Section 1.1A of the Disclosure Schedule, but as aggregated shall be referred the Sellers will refund to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallBuyer, within thirty (30) 5 days after the delivery of the Closing Net Working Capital Statement to itRevised Inventory List becoming final, complete its review the difference in value set forth on the Revised Inventory List and Section 1.1A of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesDisclosure Schedule attached hereto. (b) Within fifteen (15) days following Purchaser’s submission of If the unresolved elements of Buyer in good faith disagrees with the Purchaser’s Objection as specified in sub-clause (a) aboveRevised Inventory List, Seller then the Buyer shall submit its response to notify the CPA Firm Sellers in writing (the “Notice of Disagreement”) of such disagreement within 10 days after delivery of the Revised Inventory List to the Buyer. During such 10-day period, the Buyer and its representatives shall be permitted to review during normal business hours the invoices and records of the Sellers, as they relate to the spare parts and inventory listed on the Revised Inventory List. The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement and specify the adjustments that, in the Buyer’s opinion, should be made to the Revised Inventory List in order to comply with the requirements of this Agreement. Thereafter, the Buyer and the Sellers shall attempt in good faith to reconcile their differences, and any resolution by them as to any disputed items shall be final, binding and conclusive on the Parties and shall be evidenced by a copy writing signed by the Buyer and the Sellers. If the Buyer and the Sellers are unable to Purchaserresolve the disagreement within 15 days after delivery of the Notice of Disagreement, then the Buyer and the Sellers shall instruct an independent accountant, agreed on by both Parties (the “Independent Accountant”), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller resolve the disputed items and make a determination with respect thereto, which determination shall be provided to any unresolved elements to which such failure relatesthe Buyer and the Sellers by the Independent Accountant in a written notice within 30 days after selection of the Independent Accountant. (c) The CPA Firm Revised Inventory List shall be deemed to be final, binding and conclusive on the Buyer and the Sellers upon the earliest of (i) the failure of the Buyer to deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA FirmSeller a Notice of Disagreement within 10 days of the Sellers’ delivery of the Revised Inventory List; (ii) the resolution of all disputes by the Buyer and the Sellers, as evidenced by a signed writing or such longer period (iii) the resolution of time all disputes by the Independent Accountant, as evidenced by the CPA Firm determines is necessaryamended and binding Independent Accountant’s Revised Inventory List.

Post-Closing Purchase Price Adjustment. 1.9.1 In order to determine the difference between the Agreed Net Worth and the Acquired Net Worth and therefore whether the Estimated Purchase Price paid at Closing should be increased or decreased (the "Purchase Price Adjustment"), the following procedures will be followed: (a) Within ninety sixty (9060) days following after the Closing Date, Seller shall prepare, or cause to be prepared, the Purchaser will prepare and deliver a proposed Closing Balance Sheet to Purchaser the Shareholder which proposed Closing Balance Sheet shall include a statement (schedule calculating the “Purchase Price Adjustment and the Final Purchase Price. The proposed Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Balance Sheet shall be prepared in accordance with Seller’s past generally accepted accounting methodsprinciples, policies, practices and procedures and applied in a manner consistent with the same manner, with consistent classification and estimation methodology, as preparation of the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing calculation of the Agreed Upon Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserWorth. 1.9.2 Purchaser shall, within (b) Within thirty (30) days after the delivery Shareholder's receipt of the proposed Closing Net Working Capital Statement to itBalance Sheet, complete its review the Shareholder shall either (i) advise Purchaser in writing that it agrees with the proposed Closing Balance Sheet, in which case the determination of the Closing Net Working Capital reflected Final Purchase Price by Purchaser shall be binding on the Closing Net Working Capital Statement. If Shareholder; or (ii) deliver to the Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing a written statement describing in reasonable detail all of its objections to the proposed Closing Balance Sheet. The Purchaser and the Shareholder will use their reasonable best efforts to resolve any such disagreement and any reason therefore objections. If final resolution is not obtained within fifteen (“Purchaser’s Objection”)15) days after the Purchaser has received the Shareholder's statement of objections, setting forth a specific description each of the basis of Purchaser’s Objection Purchaser and the adjustments Shareholder shall refer the matters in dispute to the Closing Net Working Capital that Independent Accountant for arbitration. Promptly following such referral, the Purchaser believes should be made, on or before and the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on Shareholder shall mutually agree upon the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed procedures to be accepted followed by Purchaserthe Independent Accountant in resolving the parties' dispute over the determination of the Purchase Price Adjustment. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their Following such referral, no further disputes or disagreements with respect to the determination Closing Balance Sheet may be raised by the Purchaser or the Shareholder with the Independent Accountant. The Independent Accountant shall decide all of such matters in dispute, and its determinations shall be final, conclusive and binding on the Purchaser and the Shareholder with respect to the matters in dispute and shall not be appealable to any court. (c) The Purchaser will revise the proposed Closing Balance Sheet and recalculate the Final Purchase Price as appropriate to reflect the resolution of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any objections of the foregoing within Shareholder (as agreed by the past three (3parties or as directed by the Independent Accountant) years) acceptable and will deliver it to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm the Shareholder within ten (10) days after the conclusion final resolution of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association such objections. Such revised Closing Balance Sheet (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extentor, if anyno objections are made or no revisions are required, the proposed Closing Net Working Capital requires adjustment. The procedure and schedule under which Balance Sheet) shall constitute the "Closing Balance Sheet". (d) If any dispute shall be unresolved objections are submitted to the CPA Firm Independent Accountant for resolution as provided above, the fees and disbursements of the Independent Accountant shall be as follows:borne equally, one-half (1/2) by the Purchaser and one-half (1/2) by the Shareholder. Each party will bear its own fees and disbursements, including those of its accountants and attorneys, incurred in connection with resolving their dispute over the determination of the Final Purchase Price. (ae) Within The Purchaser will make the work papers used in preparing the proposed Closing Balance Sheet available to the Shareholder within three (3) days of the Shareholder's request. The Shareholder will make available to the Purchaser at reasonable times and upon reasonable notice the work papers used in preparing the Financial Statements to assist the Purchaser in its preparation of the proposed Closing Balance Sheet or the Purchaser's evaluation of objections made to the proposed Closing Balance Sheet by the Shareholder. The parties shall also make these workpapers available to the Independent Accountant. (f) If the Acquired Net Worth as determined by the Closing Balance Sheet is less than the Agreed Upon Net Worth, then the Shareholder will, within ten (10) days after the later of (i) the end delivery of the Negotiation Period and final Closing Balance Sheet, pay the Purchaser the difference between such amounts, together with interest at an annual rate of four percent (ii4%) accrued from the selection Closing Date to the date of payment. If the Acquired Net Worth as determined by the Closing Balance Sheet is more than the Agreed Upon Net Worth, then the principal amount of the CPA FirmNote shall be increased on a dollar-for-dollar basis by such difference. Purchaser and GSC shall promptly execute and deliver to the Shareholder a replacement Note, Purchaser shall submit any unresolved elements increasing the principal amount of the Purchaser’s Objection to Note and adjusting the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser amounts of the Purchaser’s Objection with respect annual principal payments to any unresolved element to which reflect such failure relates. (b) Within fifteen (15) days following Purchaser’s submission increase. No other terms or conditions of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller Note shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbe changed. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following the Closing Date, the Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Buyer, a statement consolidated balance sheet of the Company (the “Actual Closing Net Working Capital StatementBalance Sheet”) which shall set setting forth (i) the Net Working Capital of the Newsprint Business and of Apache as of the close of business on the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Actual Closing Net Working Capital”) and shall be (ii) the Financial Indebtedness as of the closing of business on the Closing Date (the “Actual Closing Financial Indebtedness”), in each case prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, manner as the Financial Statements were preparedEstimated Closing Balance Sheet. (b) If the Buyer objects to the Actual Closing Balance Sheet prepared by the Seller, except that it shall notify the Excluded Assets Seller in writing within sixty (60) days following its receipt of the Actual Closing Balance Sheet, and shall set forth with specificity the basis of its objection (the “Closing Balance Objection”). The Buyer and the Newsprint Retained Obligations Seller shall be excludeduse their reasonable best efforts to resolve the Closing Balance Objection, if any, within twenty (20) days thereafter. The In connection therewith, each of the Buyer and the Seller shall provide to the other and its Representatives such access as is necessary to evaluate the Actual Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaserand Actual Closing Financial Indebtedness included in the Actual Closing Balance Sheet. 1.9.2 Purchaser shall, within thirty (30c) days after If the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection Buyer and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are been unable to resolve all of their disagreements differences with respect to the determination of Closing Balance Objection within the foregoing items within thirty time period set forth in Section 2.3(b) above, the Buyer and the Seller shall, no later than five (305) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”)thereafter, they shall refer their remaining differences to a mutually agreeable retain an independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) repute acceptable to both Seller and Purchaser or if Seller and Purchaser are unable the parties (the “Expert”) to agree resolve as an Expert any remaining matters of dispute in the Closing Balance Objection. The parties shall be required to such third party accounting firm submit their position papers within ten (10) days after the conclusion retention of the Negotiation PeriodExpert, either Seller or Purchaser may request that and the Chairman of the American Arbitration Association Expert shall render its determination no later than twenty (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (1020) days after its retention. The Expert shall meet with the later of (i) parties and their Representatives in the end presence of the Negotiation Period other party and (ii) its Representatives in order to finally resolve the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the PurchaserClosing Balance Objection. The Expert’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.decision

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) The Combined Purchase Price shall be increased or reduced as set forth in Section 2.6(e) hereof. Any increase or decrease in the Combined Purchase Price pursuant to this Section 2.6 shall be referred to as a “Purchase Price Adjustment”. (b) No later than 90 days following after the Closing Date, Seller the Purchaser shall prepare, or cause to be prepared, and deliver to Purchaser the Seller Representative (i) a statement balance sheet of each of Concrete and Geosolutions and for Concrete and Geosolutoins combined as of the close of business on the day prior to the Closing Date (the “Closing Net Working Capital StatementDate Balance Sheet”), and (ii) which shall set forth a separate statement calculating (A) the Net Working Capital of the Newsprint Business Concrete and of Apache its Subsidiaries and Geosolutions as of the close of business on the day prior to the Closing Time Date based on the Closing Date Balance Sheet and (which shall be set forth separately for each of B) the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Aggregate Net Working Capital, and showing any calculations with respect to any proposed Purchase Price Adjustment (the “Final Adjustment Schedule”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser). 1.9.2 (c) The Purchaser shall, within thirty (30) days after shall cooperate with the delivery of the Closing Net Working Capital Statement to it, complete Seller Representative in connection with its review of the Closing Net Working Capital reflected on Final Adjustment Schedule, including, without limitation, providing the Seller Representative and its accountants reasonable access during business hours to materials (including accountants’ work papers) used in the preparation of the Final Adjustment Schedule. The Seller Representative shall, within 30 days following its receipt of the Closing Net Working Capital StatementDate Balance Sheet and the Final Adjustment Schedule, accept or reject the Purchase Price Adjustment submitted by the Purchaser. If the Seller Representative disagrees with such calculation, it shall give written notice to the Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth therefor within such 30 day period. Should the Seller Representative fail to notify the Purchaser of a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of disagreement within such thirty (30) 30 day period, which the Seller Representative shall be deemed to agree with the Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any calculation. In the event of such a dispute, the Sellers’ Accountants and the Purchaser’s Objection). Any items Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Closing Net Working Capital Statements not disputed in parties hereto. If the Sellers’ Accountants and the Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser Accountants are unable to resolve all of their disagreements reach a resolution with respect to such effect within 30 days after the determination receipt by the Purchaser of the foregoing items within thirty (30) days following SellerSeller Representative’s receipt written notice of dispute, the Sellers’ Accountants and the Purchaser’s Objection (Accountants shall submit the “Negotiation Period”), they shall refer their items remaining differences in dispute for resolution to a mutually agreeable an independent accounting firm of national recognition or regional reputation mutually reasonably acceptable to the Purchaser and the Seller Representative (other than the “Arbitrator”). The Arbitrator shall act as an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any arbitrator and shall issue its report as to the contents of the foregoing Closing Date Balance Sheet and the Final Adjustment Schedule and the determination of the Purchase Price Adjustment within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) 60 days after such dispute is referred to the conclusion Arbitrator. The Purchaser on the one hand, and the Sellers on the other hand, shall bear all costs and expenses incurred by them in connection with such arbitration, except that the fees and expenses of the Negotiation Period, either Seller or Arbitrator hereunder shall be borne by the Purchaser may request and Sellers in the same proportion that the Chairman aggregate amount of such remaining disputed items so submitted to the Arbitrator that is unsuccessfully disputed by each such party (as finally determined by the Arbitrator) bears to the total amount of such remaining disputed items so submitted. This provision for arbitration shall be specifically enforceable by the parties and the decision of the American Arbitration Association (or Arbitrator in accordance with the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who provisions hereof shall determine, only be final and binding with respect to the remaining differences matters so submitted, whether arbitrated and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute there shall be submitted to the CPA Firm no right of appeal therefrom. (d) The Final Adjustment Schedule shall be as follows: (a) Within ten (10) days after deemed final for the later purposes of this Section 2.6 upon the earliest of (ix) the end failure of the Negotiation Period and (ii) Seller Representative to notify the selection Purchaser of the CPA Firm, Purchaser shall submit any unresolved elements a dispute within 30 days of the Purchaser’s Objection delivery of the Closing Date Balance Sheet and the Final Adjustment Schedule to the CPA Firm in writing Seller Representative, (with a copy y) the resolution of all disputes, pursuant to SellerSection 2.6(c), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Sellers’ Accountants and the Purchaser’s Objection with respect Accountants or (z) the resolution of all disputes, pursuant to any unresolved element to which such failure relatesSection 2.6(c), by the Arbitrator. (be) Within fifteen (15) days following Purchaser’s submission Upon completion of the unresolved elements Final Adjustment Schedule, the Combined Purchase Price shall be recalculated and the following adjustments made: (i) If the Combined Purchase Price calculated using the Net Working Capital shown on the Final Adjustment Schedule is greater than the Combined Purchase Price calculated using the Net Working Capital shown on the Estimate Statement by at least the Designated Amount, the Purchaser shall pay or cause to be paid, the difference to the Sellers, Redeemed Holders and Qualifying Optionholders (in an amount for each such Seller, Redeemed Holder and Qualifying Optionholder determined consistent with Sections 2.2 and 2.5 hereof) by wire transfer in immediately available funds to one or more accounts designated by the Seller Representative. In such event, the Seller Representative shall distribute all amounts in the Working Capital Adjustment Holdback Fund to the Sellers, Redeemed Holders and Qualifying Optionholders less any amount of expenses incurred by the Seller Representative in connection with the Final Adjustment Schedule; (ii) If the Combined Purchase Price calculated using the Net Working Capital shown on the Final Adjustment Schedule is less than the Combined Purchase Price calculated using the Net Working Capital shown on the Estimate Statement by at least the Designated Amount, the Purchaser shall deliver written notice to the Seller Representative specifying the amount of such difference, and the Seller Representative shall, within three Business Days of its receipt of such notice, pay such amount to the Purchaser out of the Purchaser’s Objection as specified Working Capital Adjustment Holdback Fund by wire transfer in sub-clause immediately available funds, it being recognized that Sellers and the Qualifying Optionholders shall remain liable in the event the Working Capital Adjustment Holdback Fund is insufficient to cover the amount of such deficiency; and (aiii) If any funds remain in the Working Capital Adjustment Holdback Fund after completion of the payment of the adjustments described in Section 2.6(e)(ii) above, the Seller Representative shall submit its response distribute all such funds to the CPA Firm in writing (with Sellers, Redeemed Holders and Qualifying Optionholders, on a copy to Purchaser), supported pro-rata basis based on the funds committed by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred each to the CPA Firm, or such longer period Working Capital Adjustment Holdback Fund less any amount of time as expenses incurred by the CPA Firm determines is necessarySeller Representative in connection with the Final Adjustment Schedule.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable and in any event within sixty days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Stockholder Representative a statement (the “Closing Net Working Capital Buyer’s Statement”) which shall set setting forth in reasonable detail its calculation of (i) the Net Working Capital Capital, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Date, (ii) the Cash of the Newsprint Business Company and of Apache the Company Subsidiaries, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Time Date, (which iii) Indebtedness of the Company and the Company Subsidiaries, as of immediately prior to the Closing and (iv) the unpaid Transaction Expenses, as of immediately prior to the Closing. (b) After delivery of the Buyer’s Statement, Buyer shall give the Stockholder Representative reasonable access to review the work papers, schedules, memoranda and other documents prepared or reviewed by Parent, the Surviving Corporation and their respective Representatives in connection with the preparation of the Buyer’s Statement and Buyer and the Surviving Corporation shall cause their Representatives to reasonably cooperate with and respond to such inquiries and otherwise reasonably cooperate with the Stockholder Representative in the review of the Buyer’s Statement, including by providing reasonable access to the books and records of the Surviving Corporation in connection therewith. (c) Within 45 days after delivery of the Buyer’s Statement to the Stockholder Representative, the Stockholder Representative will advise Buyer in writing whether it agrees with the Buyer’s Statement or whether the Stockholder Representative objects to it. If the Stockholder Representative disputes any amounts reflected on the Buyer’s Statement, it shall deliver to Parent a statement setting forth its objections thereto, setting forth, in reasonable detail, the basis for such dispute, the dollar amounts involved and the Stockholder Representative’s calculation of the Buyer’s Statement, within 45 days of Buyer’s delivery of the Buyer’s Statement to the Stockholder Representative (such written notice of objection, the “Objection Statement”). If an Objection Statement is not delivered to Parent within 45 days after delivery of the Buyer’s Statement to the Stockholder Representative, the Buyer’s Statement shall be set forth separately for each of final, binding and non-appealable by the Newsprint Business parties hereto. The Stockholder Representative and ApacheParent shall negotiate in good faith to resolve any objections made by the Stockholder Representative, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may if they do not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, reach a final resolution within thirty (30) days after the delivery of the Closing Net Working Capital Statement to itObjection Statement, complete its review of either the Closing Net Working Capital reflected on Stockholder Representative or Parent may submit the Closing Net Working Capital issues in dispute (including any issues not included in the Objection Statement. If Purchaser wishes to dispute the Closing Net Working Capital) for final resolution BDO USA, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”)LLP, setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be madeor if BDO USA, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser LLP are unable to resolve all of their disagreements with respect serve, to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable an independent certified public accounting firm of national recognition reputation mutually agreed by the Stockholder Representative and Parent (other than an independent accounting the firm utilized so determined, “Arbitrator”). Each Party agrees to execute, if requested by any of Sellerthe Arbitrator, Apache or Purchaser or any Affiliate of any of a reasonable and customary engagement letter, including customary indemnities. The Arbitrator shall consider only those items and amounts which Buyer and the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser Stockholder Representative are unable to agree resolve. In resolving any item of dispute, the Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either Buyer and the Stockholder Representative or less than the smallest value for such item claimed by either Parent or the Stockholder Representative. Buyer and the Stockholder Representative shall use their commercially reasonable efforts to cause the Arbitrator to resolve all disagreements as to such third party accounting firm soon as practicable and in any event within ten (10) thirty days after the conclusion submission of any dispute to the Arbitrator. The resolution of the Negotiation Perioddispute by the Arbitrator shall be final, either Seller or Purchaser may request that binding and non-appealable on the Chairman parties hereto. The costs and expenses of the American Arbitration Association Arbitrator shall be borne by Buyer and the Stockholder Representative (or the nominated representative solely on behalf of the Chairmanholders of shares of Company Capital Stock) appoint a third party accounting firm meeting based on the aforementioned requirements percentage which the portion of the contested amount not awarded to resolve such Party bears to the dispute amount actually contested by such Party, as finally determined by the Arbitrator. (d) If the accounting firm selected being referred Final Purchase Price is greater than the Estimated Purchase Price, no later than two Business Days after the Final Purchase Price has been determined: (i) Buyer shall (and Parent shall cause Buyer to) deposit (a) with the Paying Agent an amount equal to as the “CPA Firm”)aggregate Purchase Price Increase Per Share Payment owed, who shall determine, only with respect to all shares of Company Capital Stock and Company Warrants, to the remaining differences so submittedformer holders of shares of Company Capital Stock and Company Warrants and (b) with the Company an amount equal to the aggregate Purchase Price Increase Per Share Payment owed, whether with respect to all Company Options, to the former holders of Company Options; and (ii) Buyer and the Stockholder Representative shall jointly instruct the Escrow Agent to what extentrelease (a) to the Paying Agent an amount equal to the Purchase Price Escrow Release Per Share Payment owed, if anywith respect to all shares of Company Capital Stock and Company Warrants, to the former holders of shares of Company Capital Stock and Company Warrants and (b) to the Company an amount equal to the aggregate Purchase Price Escrow Release Per Share Payment owed, with respect to all Company Options, to the former holders of Company Options. The Paying Agent shall promptly disburse the funds received pursuant to this Section 2.5(d) to the former holders of Company Capital Stock and Company Warrants and the Company shall promptly disburse, through the Company’s payroll (or by check for any holder who is not a current employee of the Company), the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted funds received pursuant to this Section 2.5(d) to the CPA Firm shall be as followsformer holders of Company Options, in each case in accordance with this Article II. (e) If the Final Purchase Price is less than or equal to the Estimated Purchase Price, no later than two Business Days after the Final Purchase Price has been determined: (ai) Within ten Buyer and the Stockholder Representative shall jointly instruct the Escrow Agent to release to Buyer from the Purchase Price Adjustment Escrow Funds (10and then, only to the extent the Purchase Price Adjustment Escrow Funds are not sufficient, from the Indemnity Escrow Funds), an aggregate amount equal to the Estimated Purchase Price minus the Final Purchase Price, which payment shall be Parent’s sole and exclusive remedy with respect thereto; and (ii) days after if there are any Purchase Price Adjustment Escrow Funds remaining following the later of payment set forth in Section 2.5(e)(i) above, Buyer and the Stockholder Representative shall jointly instruct the Escrow Agent to release (i) to the end Paying Agent an amount equal to the Purchase Price Escrow Release Per Share Payment owed, with respect to all shares of Company Capital Stock and Company Warrants, to the Negotiation Period former holders of shares of Company Capital Stock and Company Warrants, and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy Company an amount equal to Seller)the aggregate Purchase Price Escrow Release Per Share Payment owed, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to all Company Options, to the former holders of Company Options. The Paying Agent shall promptly disburse the funds received pursuant to this Section 2.5(e) to the former holders of Company Capital Stock and Company Warrants and the Company shall promptly disburse, through the Company’s payroll (or by check for any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission holder who is not a current employee of the unresolved elements of Company), the Purchaser’s Objection as specified in sub-clause (afunds received pursuant to this Section 2.5(e) above, Seller shall submit its response to the CPA Firm former holders of Company Options, in writing (each case in accordance with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesthis Article II. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days As soon as reasonably practicable following the Closing Date, Seller and in any event within 90 days thereof, Buyer shall prepare, or cause the Company to be prepared, prepare and deliver to Purchaser Seller (i) a statement consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Closing (the “Final Closing Net Working Capital StatementBalance Sheet”) which shall set forth and audited by Deloitte & Touche LLP, together with the Net Working Capital report of Deloitte & Touche LLP, to the effect that Deloitte & Touche LLP has conducted, in accordance with generally accepted auditing standards, an audit of the Newsprint Business Final Closing Balance Sheet and that such firm believes that such audit provides a reasonable basis for such firm’s opinion thereon and that the Final Closing Balance sheet presents fairly, in all material respects, the financial condition of Apache the Company and its Subsidiaries on a consolidated basis as of the Closing Time Date in conformity with GAAP (which shall be set forth separately for each except as noted in the final sentence of this subsection (a)), and (ii) the calculation of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Cash Purchase Price. The Final Closing Net Working Capital”) and Balance Sheet shall be prepared in accordance with Seller’s past GAAP and, to the extent consistent with GAAP, on the basis of the same accounting methodsprinciples and practices, policiesand, practices and procedures and regardless of whether consistent with GAAP, in the same mannerformat and using the same line item classifications, used by the Company in preparing the Preliminary Closing Balance Sheet. (b) If Seller shall disagree with consistent classification Buyer’s calculation of the Cash Purchase Price, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within 30 days after its receipt of the Final Closing Balance Sheet and estimation methodologystatement of the Cash Purchase Price. Following the Closing, as Buyer shall provide Seller and its representatives access to the Financial Statements were prepared, except that the Excluded Assets records and employees of Buyer and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered Company to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery extent necessary for the review of the Final Closing Net Working Capital Statement Balance Sheet and shall cause the employees of Buyer and the Company and its Subsidiaries to it, complete cooperate with Seller in connection with its review of the Final Closing Net Working Capital reflected on Balance Sheet and the Cash Purchase Price; provided, that such access shall be reasonably necessary and does not unreasonably disrupt the personnel and operations of Buyer or the Company or any of its Subsidiaries, as the case may be. In the event that Seller does not provide such a notice of disagreement to Buyer within such 30-day period, Seller shall be deemed to have accepted the Final Closing Net Working Capital StatementBalance Sheet and the statement of the Cash Purchase Price delivered by the Company, which shall be final, binding and conclusive for all purposes hereunder. If Purchaser wishes to dispute In the Closing Net Working Capitalevent any such notice of disagreement is timely provided, Purchaser Buyer and Seller shall notify Seller in writing in use commercially reasonable detail efforts for a period of 30 days (or such disagreement and any reason therefore longer period as they may mutually agree) (the “Purchaser’s ObjectionResolution Period”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their any disagreements with respect to the determination Final Closing Balance Sheet or the Cash Purchase Price. If, at the end of the foregoing items within thirty (30) days following Resolution Period, they are unable to resolve such disagreements, then the Final Closing Balance Sheet along with Seller’s receipt notice of Purchaserdisagreement (both modified to reflect only unresolved disagreements) and a written response from Buyer to Seller’s Objection notice of disagreement (setting forth in reasonable detail the particulars of Buyer’s disagreement) shall be submitted within ten days after the last day of the Resolution Period to such nationally recognized independent accounting firm as may be mutually selected by Buyer and Seller (the “Negotiation PeriodPurchase Price Auditor”), they shall refer their ) to resolve any remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both disagreements. If Buyer and Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after on the conclusion of the Negotiation PeriodPurchase Price Auditor, either then Buyer and Seller or Purchaser may shall jointly request that the Chairman of the American Arbitration Association (to appoint the Purchase Price Auditor, which shall not have had a material relationship with Buyer, the Company or Seller or any of their respective Affiliates subsequent to December 31, 2002. Each of Buyer and Seller agrees to execute, if requested by the nominated representative Purchase Price Auditor, a customary engagement letter. The Purchase Price Auditor shall determine as promptly as practicable, but in any event within 30 days of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the date on which such dispute (the accounting firm selected being is referred to as the “CPA Firm”)Purchase Price Auditor, who shall determine, whether (and only with respect to the remaining differences so submitted, whether disagreements submitted to the Purchase Price Auditor) and to what extent, extent (if any) the Cash Purchase Price requires adjustment; provided, that the scope of the dispute to be resolved by the Purchase Price Auditor shall be limited to whether the Final Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Preliminary Closing Balance Sheet, and whether there were mathematical errors in the computation of the Cash Purchase Price, and the Purchase Price Auditor shall not make any other determination. In reaching its determination, the Closing Net Working Capital requires adjustmentonly alternatives available to the Purchase Price Auditor will be to (i) accept the position of Buyer, (ii) accept the position of Seller or (iii) accept a position between those two positions. The procedure Purchase Price Auditor will determine the allocation of its costs and schedule under expenses based on the inverse of the percentage which any dispute its award (before such allocation) bears to the total amount of the total items in arbitration as originally submitted to it. Accordingly, by way of example, should the items in arbitration total in amount to $1,000 and the Purchase Price Auditor awards $600 in favor of Seller’s position, 60% of the costs and expenses would be assessed against Buyer and 40% of the costs and expenses would be assessed against Seller. The determination of the Purchase Price Auditor shall be submitted final, binding and conclusive. The date on which the Cash Purchase Price is finally determined in accordance with this Section 1.5(b) (whether due to agreement by Buyer and Seller (including a deemed agreement pursuant to this Section 1.5(b)) or a determination by the Purchase Price Auditor in accordance with this Section 1.5(b)), is hereinafter referred as to the CPA Firm “Determination Date.” (c) The “Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the Cash Purchase Price as finally determined, minus (ii) the Estimated Cash Purchase Price. (d) Upon final determination of the Adjustment Amount in accordance with Section 1.5(c), the Adjustment Amount shall be remitted as follows: (a) Within ten (10) days after the later of (i) if the end Adjustment Amount is a positive number, then, promptly following the Determination Date, and in any event within 12 Business Days of the Negotiation Period and Determination Date, Buyer shall pay to UPB the Adjustment Amount, as finally determined, together with interest thereon from the Closing Date to the date of payment at the “Prime Rate” of interest published in the “Money Rates” column of The Wall Street Journal (or the average of such rates if more than one rate is indicated) on the Closing Date (the “Applicable Rate”) by wire transfer of immediately available funds to an account designated by Seller to Buyer; or (ii) if the selection Adjustment Amount is a negative number, then, promptly following the Determination Date, and in any event within 12 Business Days of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveDetermination Date, Seller shall submit its response pay to Buyer the Adjustment Amount, as finally determined, together with interest thereon from the Closing Date to the CPA Firm in writing (with a copy date of payment at the Applicable Rate by wire transfer of immediately available funds to Purchaser), supported an account designated by any documents and/or affidavits upon which it relies. Failure Buyer to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesSeller. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days As soon as practicable following the First Closing Date (but not later than 30 days after the First Closing Date), Seller the Sellers’ Representative shall prepare, or cause to be prepared, and deliver to Purchaser the Buyer the final Closing Date Balance Sheet for each Seller, a statement determination of the actual Adjustment Amount (the “Closing Net Working Capital StatementActual Adjustment Amount”) which shall set forth the Net Working Capital and a determination of the Newsprint Business Post-Closing True-Up (as defined below), together with such supporting documentation and other data as is reasonably necessary to substantiate such determinations. All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of Apache as GAAP, consistently applied with the Year End Balance Sheet. For purposes of this Section 2.8, the Buyer shall be entitled to have reasonable access to the books and records and work papers of each of the Sellers and their representatives used in preparation of the Closing Time (which Date Balance Sheets and shall be set forth separately for entitled to discuss such books and records and work papers with each of the Newsprint Business Sellers, their representatives and Apache, but as aggregated shall be referred to as those persons responsible for the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatespreparation thereof. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in subThe “Post-clause (a) above, Seller Closing True-Up” may be a positive or negative number and shall submit its response be an amount equal to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesActual Adjustment Amount less the Estimated Adjustment Amount. (c) The CPA Firm If the Post-Closing True-Up is positive, then the Buyer shall deliver its an amount of cash equal to the amount of the Post-Closing True-Up to the Sellers’ Representative, payable by wire transfer of immediately available U.S. funds in accordance with the written determination payment instructions furnished by the Sellers’ Representative prior to Purchaser the First Closing Date, provided, however that no amounts shall be paid by the Buyer pursuant to this provision if the Estimated Adjustment Amount is positive and Seller provided further, that the amount paid by the Buyer pursuant to this provision shall not exceed the absolute value of the Estimated Adjustment Amount. If the Post-Closing True-Up is negative, then the Sellers shall deliver an amount of cash equal to the absolute value of the Post-Closing True-Up to the Buyer, payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by the Buyer to the Sellers, provided however, that if the Estimated Adjustment Amount is positive, no later than amounts shall be paid by the thirtieth (30th) day Sellers pursuant to this provision except to the extent the absolute value of the Post-Closing True-Up exceeds the Estimated Adjustment Amount. Any such payment of cash required pursuant to this Section 2.8 shall be deemed to be an adjustment to the Purchase Price and shall be made by acknowledgment of the Parties within two business days after the remaining differences underlying PurchaserClosing Date Balance Sheet is deemed final and conclusive pursuant hereto. (d) In the event that the Buyer reasonably disagrees with the any amounts reflected on the final Closing Date Balance Sheet or the determination of the Post-Closing True-Up, the Buyer shall so inform the Sellers’ Representative in writing within 15 days of the Buyer’s Objection receipt thereof, such writing to set forth the objections of the Buyer in reasonable detail. If the Sellers’ Representative and the Buyer cannot reach agreement as to any disputed matter relating to the Post-Closing True-Up within 15 days after notification by the Buyer to the Sellers’ Representative of a dispute, they shall forthwith refer the dispute to an independent accounting firm to be agreed upon by the Buyer and the Sellers’ Representative (the “Independent Accountant”) for resolution, with the understanding that such Independent Accountant shall resolve all disputed items within 20 days after such disputed items are referred to it. All costs of the CPA Firmreview by the Independent Accountant shall be shared equally by the Buyer and the Sellers’ Representative. The decision of the Independent Accountant with respect to all disputed matters relating to the Post-Closing True-Up shall be deemed final and conclusive and shall be binding upon the Sellers and the Buyer. If the Buyer does not object to the Closing Date Balance Sheet (and the amount of Post-Closing True-Up calculated thereby) within the 15-day period referred to above, or such longer period the amount of time the Post-Closing True-Up, as determined by the CPA Firm determines is necessaryClosing Date Balance Sheet as so prepared, shall be deemed final and conclusive and binding upon the Buyer and the Sellers’ Representative.