PURCHASE AND SALE AGREEMENT No. 510-2.11-0070

Exhibit 10.1

PURCHASE AND SALE AGREEMENT
No. 510-2.11-0070

          THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of July 6, 2011 (the “Effective Date”), by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation (“Seller”), PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (“Purchaser”; each of Purchaser and Seller being a “Party” and, collectively, the “Parties”), and FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”).

STATEMENT OF BACKGROUND

          A. Seller is the owner of certain real property located in Cherokee, Cleburne and ▇▇▇▇▇▇▇▇ Counties, Alabama; and Banks, Carroll, Chattooga, Coweta, Elbert, Floyd, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Hall, Haralson, Hart, Heard, Madison, Murray, Polk, Stephens, ▇▇▇▇▇ and ▇▇▇▇▇▇ Counties, Georgia; and

          B. Purchaser desires to acquire, and Seller desires to sell, such real property, all in accordance with the terms of, and subject to the conditions set forth in, this Agreement.

STATEMENT OF AGREEMENT

          NOW, THEREFORE, in consideration of $10.00 in hand paid by Purchaser to Seller, the foregoing, their respective representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (and Escrow Agent, to the extent applicable), intending to be legally bound, hereby agree as follows:

     1. Agreement of Purchase and Sale. Subject to the provisions of this Agreement, and for the consideration herein stated, Seller agrees to sell the Property (as hereinafter defined) to Purchaser and Purchaser agrees to buy the same from Seller. As used herein, the “Property” shall include all of Seller’s right, title and interest in and to the assets described in subsections (a) and (b) of this Section 1, subject to the Permitted Encumbrances (as hereinafter defined), but shall exclude the Reserved Mineral Interests and Rights (as hereinafter defined).

               (a) Those certain tracts or parcels of land located in Cherokee, Cleburne and ▇▇▇▇▇▇▇▇ Counties, Alabama; and Banks, Carroll, Chattooga, Coweta, Elbert, Floyd, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Hall, Haralson, Hart, Heard, Madison, Murray, Polk, Stephens, ▇▇▇▇▇ and ▇▇▇▇▇▇ Counties, Georgia, containing approximately 50,071 acres, which tracts or parcels are more fully described on Exhibit A and attached hereto, together with all buildings, structures, and other improvements located thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging, and all timber growing, standing or lying thereon (collectively, the “Timberlands”), but subject to and excluding the Reserved Mineral Interests and Rights, as defined in Section 10; and

               (b) Seller’s rights in those certain agreements described on Exhibit B attached hereto (the “Contracts”) to the extent such Contracts affect the Timberlands.

     2. Purchase Price. The purchase price (the “Purchase Price”) to be paid by Purchaser for the Property shall be SEVENTY-FIVE MILLION ONE HUNDRED SIX THOUSAND FIVE HUNDRED and No/100 Dollars ($75,106,500.00), subject to adjustment as set forth in this Agreement, and shall be payable to Seller by wire transfer of immediately available funds at the Closing to an account designated by Seller.

     3. ▇▇▇▇▇▇▇ Money. Within one (1) business day after the Effective Date, Purchaser shall deliver to Escrow Agent the sum of THREE MILLION SEVEN HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED TWENTY-FIVE and No/100 Dollars ($3,755,325.00) (such sum together with all interest earned thereon being the “▇▇▇▇▇▇▇ Money”). Escrow Agent agrees to hold the ▇▇▇▇▇▇▇ Money in an interest-bearing account and disburse the ▇▇▇▇▇▇▇ Money in accordance with the terms hereof. At the Closing, the ▇▇▇▇▇▇▇ Money shall be applied as a credit against the Purchase Price, provided that, if Purchaser has paid the Purchase Price in full at the Closing together with all other expenses to be paid by Purchaser, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser concurrently with the Closing at Purchaser’s direction.

     4. Closing.

               (a) The execution and delivery of the documents and instruments for the consummation of the purchase and sale pursuant hereto (the “Closing”) shall take place on July 28, 2011 (the “Closing Date”), through the escrow services of Escrow Agent, or such earlier date and time, or such other location, as may be mutually agreeable to Seller and Purchaser. The Closing Date is subject to extension only as specifically provided in this Agreement.

               (b) At the Closing, Seller shall deliver the following items:

               (i) one executed special warranty deed in the form of Exhibit C attached hereto with respect to each county in Alabama in which the Property is located (the “Alabama Deeds”), and one executed limited warranty deed in the form of Exhibit D attached hereto with respect to each county in Georgia in which the Property is located (the “▇▇▇▇▇▇▇ ▇▇▇▇▇” and, together with the Alabama Deeds, the “Deeds”), conveying the Property to Purchaser, subject only to the Permitted Encumbrances (as defined below), and each containing the legal description of the portion of the Property located in such county identical to the legal description of such portion of the Property in such county set forth in the applicable Title Commitments (as defined below), subject to the title objection procedures set forth in Section 5;

               (ii) an executed counterpart of an assignment and assumption agreement in the form of Exhibit E attached hereto, by which Seller shall assign its interest in, and Purchaser shall assume Seller’s obligations under, the Contracts, but only to the extent the Contracts affect the Property (the “Assignment of Contracts”); provided, however, that the Timber Sale and Purchase Agreement dated December 1, 2007 by and

between TIN, Inc. and Seller, and the Timber Rights Contract (2011) dated January 20, 2011 by and between TIN, Inc. and Seller, as amended, referenced on Exhibit “I” shall be assigned by a “Partial Assignment and Assumption of Timber Agreements” in the form attached hereto as Exhibit E-1, and Seller shall deliver an executed counterpart thereof at Closing;

               (iii) an executed affidavit as to the non-foreign status of Seller;

               (iv) an executed affidavit as to Seller’s residency for each of Alabama and Georgia;

               (v) an executed counterpart of a closing statement in form mutually agreeable to Seller and Purchaser in their reasonable discretion (the “Closing Statement”);

               (vi) a reliance letter in favor of Purchaser and executed by SLR International Corp. with respect to the Phase I Report (as defined below);

               (vii) an executed counterpart of the Mitigation Option Agreement (as defined below); and

               (viii) such other certificates, affidavits, evidence of authority and instruments as may be reasonably necessary or desirable to consummate the purchase and sale contemplated hereby and to enable Purchaser to obtain a title insurance policy insuring title to the Property, subject to the Permitted Encumbrances.

               (c) At the Closing, Purchaser shall deliver the following items:

               (i) the Purchase Price;

               (ii) an executed counterpart of the Assignment of Contracts and the Partial Assignment and Assumption of Timber Agreements;

               (iii) an executed counterpart of the Closing Statement;

               (iv) an executed counterpart of the Mitigation Option Agreement; and

               (v) such other certificates, affidavits, evidence of authority and instruments as may be reasonably necessary or desirable to consummate the purchase and sale contemplated hereby and to enable Purchaser to obtain a title insurance policy insuring Purchaser’s title to the Property, subject to the Permitted Encumbrances.

     5. Title.

               (a) Seller agrees to convey to Purchaser fee simple title to the Property by the Deeds, free and clear of all liens, encumbrances, assessments, agreements, options and covenants, except for the encumbrances set forth on Exhibit F attached hereto (the “Permitted Encumbrances”).

               (b) Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from First American Title Insurance Company (the “Title Company”) commitments to insure Purchaser’s title to the Property upon the Closing, together with copies of all documents, instruments, surveys and plats as referenced in the commitments (each a “Title Commitment” and, collectively, the “Title Commitments”), which Title Commitments are more particularly identified on Exhibit G attached hereto. Purchaser shall have until July 11, 2011 (the “Title Objection Period”), to deliver to Seller written notice of any objection to matters reflected in the Title Commitments, other than the Permitted Encumbrances (each, a “Title Objection” and collectively, the “Title Objections”). Failure of Purchaser to deliver Title Objections within such time period shall be deemed a waiver by Purchaser of its right to make such Title Objections. A Title Commitment shall be deemed to have been made available to, and received by, Purchaser when it is posted to the online data repository established and maintained by the Title Company for such purpose, provided that Seller or the Title Company provides notice to Purchaser of such posting by email at the email address set forth in Section 22.

               (c) Upon receipt of the Title Objections, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Purchaser in writing whether Seller elects to cure the same by the date that is ten (10) days after receipt of such Title Objections (“Seller’s Response Period”). Failure of Seller to respond in writing within Seller’s Response Period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (i) Seller causes the Title Company to commit to issue a title insurance policy to Purchaser for the affected Property affirmatively insuring over, or not raising as an exception to the title policy, such Title Objection, or (ii) Seller deletes the affected Property and substitutes additional property for the affected Property in accordance with Section 7. Notwithstanding the foregoing, Seller shall be obligated to cure, on or before the Closing Date, all liens, mortgages or financing statements encumbering the Property and securing a monetary obligation which was created or suffered by Seller or any party claiming by, through or under Seller (other than liens for non-delinquent real estate taxes or assessments) (each, a “Monetary Lien”), provided that Seller shall not be obligated to remove any Monetary Lien encumbering the Reserved Mineral Interests and Rights.

               (d) If Seller does not elect to cure a Title Objection by written notice to Purchaser within Seller’s Response Period, then Purchaser must elect by delivering written notice to Seller either (i) to waive such Title Objection and proceed to the Closing, accepting title to those portions of the Property that are subject to such uncured Title Objection (which Title Objection shall become a Permitted Encumbrance) without adjustment to the Purchase Price; (ii) to exclude from the Property those portions of the Property that are subject to such uncured Title Objection (a “Title Objection Carveout”) in which event the Purchase Price shall be reduced by the value of the Title Objection Carveout, as determined by reference to a value table to be agreed upon by the parties in their reasonable discretion (the “Value Table”) (provided that any

disputes regarding the Value Table or the value of any Title Objection Carveout shall be resolved in accordance with Section 32); or (iii) if the aggregate acreage of all Title Objection Carveouts exceeds twenty percent (20%) of the acreage of the Timberlands, to terminate this Agreement, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). Failure of Purchaser to deliver to Seller such written notice within five (5) days following Seller’s response (or following the expiration of Seller’s Response Period if Seller delivers no such response) shall be deemed an election of clause (i). Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous portion of the Property affected by such Title Objection is less than 100 acres, the Title Objection Carveout shall be the entire such contiguous affected portion of the Property) and shall be an economically feasible and marketable parcel, and Seller shall have the right to reserve reasonable access to such Title Objection Carveout, if such Title Objection Carveout does not otherwise have legal and practical access.

               (e) In the event any title matter, other than a Permitted Encumbrance, first arises or is first disclosed to Purchaser after the expiration of the Title Objection Period which was not reflected on the Title Commitments, then the following provisions will apply:

               (i) Purchaser shall notify Seller of such matter in writing within two (2) business days of Purchaser’s discovery of such matter (each, a “Title Objection”), and failure by Purchaser to deliver such notice within such time period shall be deemed a waiver of any objection right with respect to such matter, which shall become a Permitted Encumbrance.

               (ii) If such Title Objection is a Monetary Lien, or if such Title Objection arose solely by reason of an act or omission of Seller in breach of Seller’s obligations under this Agreement, Seller shall be obligated to cure such Title Objection on or before the Closing Date.

               (iii) If such Title Objection is not described in Section 5(e)(ii), and Seller does not elect to cure such matter by written notice to Purchaser within three (3) business days following Seller’s receipt of Purchaser’s notice under Section 5(e)(i) (“Seller’s Supplemental Response Period”), then Purchaser must elect by delivering written notice to Seller either (i) to waive such Title Objection and proceed to the Closing, accepting title to those portions of the Property that are subject to such uncured Title Objection (which Title Objection shall become a Permitted Encumbrance) without adjustment to the Purchase Price; (ii) to exclude from the Property those portions of the Property that are subject to such uncured Title Objection, which excluded portion shall be a Title Objection Carveout, in which event the Purchase Price shall be reduced by the value of the Title Objection Carveout, as determined by reference to the Value Table (provided that any disputes regarding the value of any Title Objection Carveout shall be resolved in accordance with Section 32); or (iii) if the aggregate acreage of all Title Objection Carveouts exceeds twenty percent (20%) of the acreage of the Timberlands, to terminate this Agreement, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to

Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). Failure of Purchaser to deliver to Seller such written notice within three (3) days following Seller’s response (or following the expiration of Seller’s Supplemental Response Period if Seller delivers no such response) shall be deemed an election of clause (i). Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous portion of the Property affected by such Title Objection is less than 100 acres, the Title Objection Carveout shall be the entire such contiguous affected portion of the Property) and shall be an economically feasible and marketable parcel, and Seller shall have the right to reserve reasonable access to such Title Objection Carveout, if such Title Objection Carveout does not otherwise have legal access.

               (f) So long as this Agreement remains in force, Seller shall not, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion, (i) lease, encumber or convey all or part of the Property or any interest therein (provided, however, that Purchaser acknowledges the existence of the Timber Cutting Agreements and the Contracts), or (ii) enter into any agreement granting to any person any right with respect to the Property or any portion thereof; provided, however, Seller shall have the right, in the ordinary course of business and without Purchaser’s consent, (1) to enter into license agreements that are terminable without cause on or before the Closing, and (2) to renew the Contracts or to enter into new recreational leases substantially in the form of the existing Contracts, provided that any such renewal or new recreational lease (A) shall be for a term of not more than twelve (12) months, and (B) shall be terminable by the lessor thereunder upon no more than sixty (60) days prior notice.

     6. Inspection.

               (a) Purchaser and its agents, representatives, employees, engineers and contractors shall have the right during the term of this Agreement to enter upon the Property to inspect, examine, survey and make test borings, soil bearing tests, timber cruises, soil percolation tests and other engineering tests or surveys which it may deem necessary or advisable and to verify the accuracy of all data and information, if any, provided by Seller to Purchaser in connection with the Property; provided, however, that Purchaser shall obtain the written consent of Seller prior to conducting any core sampling, test borings or other invasive testing. Purchaser and the contractors, representatives and agents of Purchaser who enter upon the Property shall maintain commercial general liability insurance, naming Seller as an additional insured, in an amount not less than $2,000,000 and, prior to any such entry upon the Property, shall provide Seller with written evidence of such insurance. Purchaser hereby agrees to indemnify and hold Seller harmless for any and all cost and expense resulting from claims or damages caused by said inspections, examinations and tests, provided that Purchaser shall not be responsible for the discovery of pre-existing conditions on the Property. The foregoing indemnification shall survive any termination, cancellation or expiration of this Agreement or the Closing.

               (b) Notwithstanding the inspection rights provided in Section 6(a) above, Purchaser expressly acknowledges and agrees (i) that Purchaser has had the opportunity,

prior to the Effective Date, to fully and carefully investigate and inspect the physical, structural and environmental condition of the Property and the volume of timber located thereon and to review and analyze documents and records related to the Property (except those related to Purchaser’s title review as provided in Section 5 hereof), all laws, statutes, rules, regulations, ordinances and orders affecting the Property, and all other materials and information affecting or in any manner relating to the Property and the ownership, use, occupancy, management, operation and maintenance thereof, (ii) that Purchaser has received and reviewed those certain Phase I Environmental Site Assessments dated April 15, 2011 and June 10, 2011 (Project No. 110.00235.00030), prepared by SLR International Corporation with respect to the Property (collectively, the “Phase I Report”), and (iii) that Purchaser is satisfied with the results of such review, inspection and analysis. Except with respect to a breach of any of Seller’s representations and warranties set forth in Section 14 hereof, Purchaser, on behalf of itself and all of its officers, directors, shareholders, employees, partners, members, subsidiaries and other affiliated or related entities, representatives, consultants and agents, and Purchaser’s and each of the foregoing parties’ successors and assigns (collectively, the “Purchaser Parties”) hereby expressly waives, relinquishes and releases any and all rights, remedies and claims any of Purchaser Parties may now or hereafter have, against Seller, and all of Seller’s officers, directors, shareholders, employees, partners, members, subsidiaries and other affiliated or related entities, representatives, consultants and agents, and Seller’s and each of the foregoing parties’ successors and assigns (collectively, the “Seller Parties”), whether known or unknown, arising from or related to (x) the physical condition, quality, quantity and state of repair of the Property and the prior management and operation thereof; (y) the Property’s failure to comply with any federal, state or local laws, regulations, ordinances or orders, including, without limitation, those relating to health, safety, zoning, and the environment; or (z) any past, present or future presence, alleged presence, release or alleged release of any Hazardous Substance (as hereinafter defined) in, on, under or about, or otherwise migrating to, from, across or under, the Property. “Hazardous Substance” means any chemical, compound, constituent, material, waste, contaminant (including petroleum, crude oil or any fraction thereof) or other substance, defined as hazardous or toxic, or otherwise regulated by any of the following laws and regulations promulgated thereunder as amended from time to time prior to the Effective Date (the “Environmental Laws”): (1) the Comprehensive Environmental Response, Compensation and Liability Act (as amended by the Superfund Amendments and Reauthorization Act), 42 U.S.C. § 9601 et seq.; (2) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; (3) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; (4) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; (5) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (6) the Clean Air Act, 42 U.S.C. § 1857 et seq.; and (7) all laws of the states in which the Property is located that are based on, or substantially similar to, the federal statutes listed in clauses (1) through (6) of this sentence. The foregoing release shall survive any termination, cancellation or expiration of this Agreement or the Closing.

               (c) The foregoing notwithstanding, Seller agrees that prior to Closing Seller shall cause to be removed an 18 wheel trailer from Compartment 12193. Further, Seller agrees to cause to be removed materials from additional sites as follows: Purchaser shall have the period to July 8, 2011 within which to notify Seller of other sites located on the Property that,

in Purchaser’s reasonable estimation, contain materials in excess of that which is usual and customary in promiscuous dumps that are located on rural timberland, such as large household appliances, construction debris, and tires (the “Objectional Materials”). Purchaser shall provide a map of the location of and a description of the Objectional Materials. Seller shall notify Purchaser within five (5) business days of any concerns Seller has with respect to its obligation to remove the Objectional Materials and the parties agree to negotiate in good faith to determine which Objectional Materials, if any, Seller shall cause to be removed from the Property.

     7. Additional Timberlands.

               (a) To the extent that Seller elects to substitute additional timberlands to cure a Title Objection under Section 5(d) or Section 5(e), Seller shall identify in its written notice of such election (i) the timberlands owned by Seller within the same geographic region as the Property that are to be added to the Property (the “Additional Timberlands”), (ii) the portion of the Timberlands being deleted from the Property in connection with such substitution, and (iii) the estimated volume of timber located on such Additional Timberlands; provided that the value of any Additional Timberlands shall be not less than the value of the deleted Timberlands, as determined by reference to the Value Table. The Additional Timberlands shall be deemed part of the Timberlands for all purposes of this Agreement.

               (b) The following provisions shall apply to any Additional Timberlands:

               (i) Within thirty (30) days following delivery of such notice identifying the Additional Timberlands, Seller shall use commercially reasonable efforts to cause the Title Company to issue one or more Title Commitments with respect to the Additional Timberlands. The procedures set forth in Section 5 shall otherwise apply in all respects to such Title Commitments and Additional Timberlands.

               (ii) Within thirty (30) days following delivery of such notice identifying the Additional Timberlands, Seller shall use commercially reasonable efforts to cause SLR International Corporation to supplement the Phase I Report with respect to the Additional Timberlands. If such supplement reveals the presence or likely presence on the Additional Timberlands of any Hazardous Substance under conditions that indicates an existing release, a past release, or a material threat of a release of any Hazardous Substance into structures on the Additional Property or in the ground, groundwater or surface water of the Additional Property (each, a “REC”), then Seller shall either cure such REC or identify different Additional Timberlands to replace the Additional Timberlands affected by such REC, in which event the procedures of this Section 7 shall apply to such new Additional Timberlands.

               (iii) Within thirty (30) days following delivery of such notice identifying the Additional Timberlands, Purchaser shall have the right to verify the volumes and value of the Timber located on the Additional Timberlands, determined by reference to the Value Table. If the Parties are unable to agree upon the volumes or value

of the Additional Timberlands within such thirty (30) day period, such dispute shall be resolved in accordance with Section 32. If the value of the Additional Timberlands is less than the value of the deleted Timberlands, Seller shall identify supplemental Additional Timberlands, in which event the procedures of this Section 7 shall apply to such supplemental Additional Timberlands.

               (c) Purchaser shall have the right to conduct due diligence with respect to the Additional Timberlands in accordance with Section 7(b). In no case shall the Closing Date be delayed due to the procedures set forth in Section 7(b). If the time periods for completing the procedures set forth in Section 7(b) have not elapsed on or before the Closing Date, then Purchaser shall have the option by delivering written notice to Seller on or before the Closing Date either (i) to waive further due diligence and acquire the Additional Timberlands at the Closing in accordance with the terms of this Agreement, or (ii) to delete the Additional Timberlands from the Property to be conveyed at the Closing, and hold a separate subsequent closing with respect to the Additional Timberlands upon the completion of the procedures set forth in Section 7(b). Failure of Purchaser to timely deliver such written notice shall be deemed an election of clause (i). If Purchaser timely elects clause (ii), then notwithstanding anything to the contrary in this Agreement, (A) the proposed Additional Timberlands shall be deleted from the Property to be conveyed at the Closing, (B) the Purchase Price payable at the Closing shall be reduced by the corresponding value of the Timberlands to be replaced by the Additional Timberlands, (C) a proportionate amount of the ▇▇▇▇▇▇▇ Money shall remain in escrow with Escrow Agent after the Closing to be either applied against the portion of the Purchase Price payable at the closing of the conveyance of the Additional Timberlands or refunded to Purchaser, at Purchaser’s sole discretion, upon payment in full of the remaining Purchase Price, and (D) the provisions of this Agreement shall survive the Closing to the extent applicable to the Additional Timberlands, and the terms “Purchase Price,” “▇▇▇▇▇▇▇ Money,” “Closing,” “Property” and other applicable terms shall thereafter be deemed to apply to the transactions involving the Additional Timberlands, as the context may require.

     8. Intentionally Deleted.

     9. Timber Cutting Agreements.

               (a) Seller is a party to those certain timber cutting agreements described on Exhibit I attached hereto (the “Timber Cutting Agreements”). Pursuant to the Timber Cutting Agreements, third parties have the right to harvest timber from certain portions of the Timberlands through July 1, 2012 (the “Outside Release Date”), which tracts are more particularly described on Exhibit I (such tracts being, collectively, the “Timber Cutting Tracts”). Seller shall have the right until the Closing to comply with the Timber Cutting Agreements, including the harvest and sale of the Timber pursuant thereto. The Purchase Price shall be reduced at the Closing by an amount (the “Harvest Adjustment”) equal to the revenues received by Seller for all timber harvested from the Property before the Closing Date but after May 17, 2011, as determined in accordance with this Section 9. If the Harvest Adjustment is not known as of the Closing Date, the Harvest Adjustment shall be estimated at the Closing and adjusted after the Closing. Not later than thirty (30) days following the Closing, Seller shall provide to

Purchaser a harvest report certifying the Harvest Adjustment, together with such supporting data as Purchaser may reasonably request. Purchaser shall have fifteen (15) days from the receipt of Seller’s certification to deliver to Seller written notice (an “Objection Notice”) of any objection to the calculation of the Harvest Adjustment, which Objection Notice shall request commencement of the procedures set forth in Section 32. If Seller does not receive an Objection Notice prior to the expiration of such fifteen (15) day period, Purchaser shall be deemed to have waived its right to object to Seller’s calculation of the Harvest Adjustment. Upon the final determination of the Harvest Adjustment (whether by the expiration of such fifteen (15) day period or pursuant to the procedures set forth in Section 32), (i) if the estimate of the Harvest Adjustment determined at the Closing exceeds the Harvest Adjustment as finally determined, Purchaser shall promptly deliver to Seller the difference by wire transfer of immediately available funds to an account designated by Seller; and (ii) if the estimate of the Harvest Adjustment determined at the Closing is less than the Harvest Adjustment as finally determined, Seller shall promptly deliver to Purchaser the difference by wire transfer of immediately available funds to an account designated by Purchaser. This Section 9(a) shall survive the Closing.

     10. Reserved Mineral Interests and Rights.

               (a) At Closing, the Deeds delivered by Seller shall reserve and except the “Reserved Mineral Interests and Rights” which is defined to mean (i) all Minerals and Mineral Rights (as defined in Exhibit J), together with (ii) all Executive Rights (as defined in Exhibit J) with regard to Minerals and Mineral Rights; provided, however, that the Deeds shall provide that Seller shall at all times be responsible for damages caused to the surface of the Property, as set forth below, caused by the exercise of any of the Reserved Mineral Interests and Rights, and Seller shall use reasonable efforts and practices to prevent surface damage to the Property during Drilling and Other Operations and shall restore to the extent commercially practicable any area of the Property damaged by such activities to its original condition upon cessation of such activities, provided that Seller shall not be obligated to replant any timber or restore any improvements, except as set forth below. Under no circumstances shall Strip Mining Operations be permitted.

               (b) Seller and Purchaser shall use liquidated damages (“Damages”) to compensate Purchaser for Seller’s or its lessee’s use of the Timberlands in the exercise of the Reserved Mineral Interests and Rights. Damages do not constitute a penalty, but represent an attempt to assess actual damages. In the event Seller or Lessee conducts any Drilling and Other Operations, Seller or Lessee, as applicable, shall give Purchaser notice and pay Purchaser Damages as follows:

                    (i) Seller shall provide Purchaser with thirty (30) days’ written notice prior to conducting any Drilling or Other Operations. Damages for the Property (including, without limitation, all appurtenances, improvements and fixtures of or on the Property) used and/or accessed in the exercise of the Reserved Mineral Interests and Rights shall equal the then-prevailing market price for any merchantable timber and/or the net present value of any pre-merchantable timber and other standing crops damaged or destroyed if such use or

access will last for eighteen (18) months or less, and shall equal 150% of the then fair market value of the bare land so used and/or accessed plus the then prevailing market price of the merchantable timber and the net present value of any pre-merchantable timber and other standing crops damaged or destroyed if such use and/or access will exceed eighteen (18) months. The Parties agree to use their commercially reasonable efforts to mutually agree upon a methodology to determine “net present value” of any such pre-merchantable timber. Seller shall deliver written notice to Purchaser of any such destruction on the Property and shall pay Purchaser Damages within ten (10) days following delivery of such notice.

                    (ii) Seller must promptly repair and restore, at Seller’s sole cost and expense, any and all damage to roads and fences and other improvements and fixtures arising from the exploration and extraction activities to substantially the same condition as existed before such activities; and Seller shall indemnify and save Purchaser, together with its subsidiaries and affiliates (the “Purchaser Companies”) harmless, and, at Seller’s expense, shall defend Purchaser and the Purchaser Companies from and against any and all claims, suits, losses, damages, or expenses, on account of injuries to or death of any and all persons whomsoever, including, without limitation, any employees, agents and invitees of Purchaser, Purchaser Companies and Seller, and any and all damage to personal property to whomsoever belonging, including property owned by, rented to, or in the care, custody, or control of the parties hereto, arising or growing out of, or in any manner connected with the exercise of the Reserved Mineral Interests and Rights. Notwithstanding the foregoing, nothing herein contained is to be construed as an indemnification against the negligence or willful misconduct of Purchaser or the Purchaser Companies, and their respective officers, employees, or agents.

               (c) The rights and privileges excepted and reserved in connection with the Reserved Mineral Interests and Rights shall at all times be subject to the terms and conditions set forth in the Deeds, and be deemed as covenants running with the Reserved Mineral Interests and Rights and in all respects appurtenant to the mineral estates now owned or hereinafter acquired for the benefit of Seller and its successors in title. The rights and privileges conveyed in the Deeds to the Purchaser (including the obligations of the Seller or its lessee) in connection with the Reserved Mineral Interests and Rights shall be deemed as covenants running with the Property and in all respects appurtenant to the Property for the benefit of the Purchaser and its successors in title to all or any portion of the Property.

     11. Mitigation Rights. At the Closing, Purchaser and Seller shall enter into a “Mitigation Option Agreement” in the form of Exhibit L attached hereto, pursuant to which Seller shall have the option to establish mitigation banks on certain portions of the Timberlands, in accordance with, and as more particularly described in, the Mitigation Option Agreement.

     12. Deliveries; No Contact. Purchaser acknowledges that Seller has delivered to Purchaser, and Purchaser is in receipt of, (i) Seller’s current compartment maps for each tract within the Property (which maps shall include aerial imagery, topographical imagery and timber type), (ii) copies of the Contracts, (iii) copies of the Timber Cutting Agreements, and (iv) copies of other items related to the ownership, development and management of the Property and requested by Purchaser, to the extent the same are in Seller’s possession or control and are

reasonably available to Seller. Prior to the Closing, Purchaser shall not contact or communicate with any counterparty to any Contract or Timber Cutting Agreement without the prior written consent of Seller. Purchaser acknowledges that all information with respect to the Property delivered by Seller to Purchaser under this Agreement is for informational purposes only and, except as expressly set forth to the contrary in this Agreement, is given without representation or warranty of any kind. If this Agreement is terminated or if Closing does not occur, Purchaser shall promptly return to Seller all information delivered to Purchaser pursuant to this Agreement, provided that, to the extent such information is in electronic format, Purchaser shall delete or destroy all such information and promptly deliver to Seller written certification of such destruction. The provisions of this Section 12 shall survive any termination, cancellation or expiration of this Agreement or the Closing.

     13. Condition of Property; Damage; Condemnation.

               (a) Seller agrees that at the Closing, the Property shall be in substantially the same condition as exists on the Effective Date, subject to Seller’s operation on the Property in accordance with usual and customary timberland operations, natural wear and tear, the Permitted Encumbrances, condemnation, and casualties beyond Seller’s control. Subject to the provisions of this Section 13, all risk of loss to the Property or any part thereof prior to the Closing shall be borne by Seller.

               (b) If at any time prior to the Closing, the Property or any material part thereof (including, but not limited to, any timber thereon) is destroyed or damaged by fire or other casualty, Seller shall deliver to Purchaser prompt written notice of such damage along with the amount of such damage (calculated as the value of the destroyed or damaged Property less the salvage value of such destroyed or damaged Property) (the “Casualty Damage Value”), and the transactions contemplated by this Agreement shall be subject to the provisions of this Section 13(b). If Purchaser, by delivering written notice to Seller within ten (10) days following Seller’s delivery of written notice of the damage, disputes the Casualty Damage Value reported by Seller, Purchaser and Seller shall attempt in good faith to resolve such dispute and agree upon the Casualty Damage Value. If Purchaser and Seller are unable to agree as to the Casualty Damage Value on or before ten (10) days after Purchaser delivers to Seller written notice of its dispute, then such dispute shall be resolved in accordance with Section 32. The Closing Date shall be extended to the extent necessary to allow for the completion of all procedures set forth in this Section 13(b), including the resolution of any such dispute. Notwithstanding such casualty, Purchaser shall be required to purchase the Property in accordance with this Agreement, provided that, if the Casualty Damage Value exceeds $1,502,130, the Purchase Price shall be reduced by an amount equal to the difference of (i) the Casualty Damage Value, minus (ii) $1,502,130.

               (c) If at any time prior to the Closing, any action or proceeding is filed or threatened under which any portion of the Property may be taken pursuant to any law, ordinance or regulation by condemnation or the right of eminent domain, Seller shall deliver to Purchaser prompt written notice thereof. In such event, Purchaser and Seller shall be required to consummate the transactions contemplated by this Agreement, and Purchaser shall receive a

credit against the Purchase Price in the amount of all proceeds of any awards payable with respect to the Property, or, if such amount is not known at the time of the Closing, the Purchase Price shall not be reduced and Seller shall assign to Purchaser at the Closing all of Seller’s right to such proceeds from such action or proceeding.

     14. Warranties, Representations, and Disclaimers.

               (a) Seller hereby warrants and represents to Purchaser, as of the Effective Date and as of the Closing Date, that:

               (i) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in the States of Alabama and Georgia and has all requisite corporate power and authority to: (A) own, lease and operate the Property and to carry on its business as now being conducted; (B) execute this Agreement and all other agreements, instruments and documents to be executed by it in connection with the consummation of the transactions contemplated by this Agreement; and (C) perform its obligations and consummate the transactions contemplated hereby.

               (ii) The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (iii) The execution, delivery or performance of this Agreement by Seller will not result in a breach or violation of, or default under, (A) the terms, conditions or provisions of Seller’s certificate of incorporation, bylaws or any standing resolution of its board of directors; (B) any Contract or Timber Cutting Agreement; (C) any law applicable to Seller or any portion of the Property; or (D) any permit, license, order, judgment or decree of any governmental authority by which Seller or the Property is or may be bound, excluding from the foregoing clauses (B), (C) and (D) such breaches, violations or defaults that would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on the Property or on Seller’s ability to perform its obligations under this Agreement.

               (iv) There are no approvals, consents or registration requirements with respect to any governmental authority that are or will be necessary for the valid execution and delivery by Seller of this Agreement, or the consummation of the transactions contemplated hereby and thereby, other than those which (A) have been

obtained, or (B) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature and size to those contemplated hereby and where the failure to obtain the same would not, individually or in the aggregate, have a material adverse effect on the Property or on Seller’s ability to perform its obligations under this Agreement.

               (v) There is no pending or, to Seller’s knowledge, threatened action or proceeding (including, but not limited to, any condemnation or eminent domain action or proceeding) before any court, governmental agency or arbitrator which may materially adversely affect Seller’s ability to perform this Agreement or which may materially adversely affect the Property.

               (vi) Seller (which for this purpose includes Seller’s partners, members, principal stockholders and any other constituent entities) (x) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇> or at any replacement website or other replacement official publication of such list and (y) is currently in compliance with and will at all times during the term of this Agreement remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

               (vii) Attached hereto as Exhibit B is a true and accurate list of the Contracts. Each of the Contracts is in full force and effect and has not been amended or modified except as set forth on Exhibit B. Neither Seller nor, to Seller’s knowledge, any other party thereto is in default in the observance or performance in any material respect of any of its obligations thereunder except as set forth on Exhibit B. Except for the Timber Cutting Agreements or agreements or documents that relate to mineral or oil and gas ownership and development by unrelated third parties that may affect the Property, to Seller’s knowledge, there are no other unrecorded documents affecting the Property other than the Contracts.

               (viii) To Seller’s knowledge, Seller’s use of the Property is in material compliance with all statutes, ordinances, rules, regulations, orders and requirements of all federal and local authorities and any other governmental entity having jurisdiction over the Property. Seller has not received any notice from any governmental entity of any violation of any statutes, ordinances, rules, regulations, orders or requirements applicable to the Property.

               (ix) Since the date upon which Seller acquired the Property, Seller has not used, or otherwise authorized the use of, the Property as a landfill or as a dump to receive garbage, refuse, or waste, whether or not hazardous and, to Seller’s knowledge without investigation, there are no underground storage tanks within the

Property; provided, however, there exist small, unauthorized dump sites typical of rural timberlands on the Property. Seller has received no written notice from any federal, state or local governmental authority to the effect that any portion of the Property is not in compliance with any Environmental Laws as defined in Section 6(b) hereof, which non-compliance is continuing as of the Effective Date.

               (x) For purposes of Section 3(14) of the Employee Retirement and Income Security Act of 1974, as amended (hereinafter referred to as “ERISA”), Seller is not a party in interest with Purchaser. The Property does not constitute an asset of an employee benefit plan affiliated with Seller, as defined in Section 3(3) of ERISA.

               (xi) Except for the Timber Cutting Agreements, there are no outstanding unrecorded contracts or agreements pursuant to which any party has the right to cut or remove timber from the Property after May 17, 2011.

For purposes of this Section 14, “Seller’s knowledge” shall mean the actual knowledge, without any duty on the part of such individuals to investigate or inquire into any particular matter, of either of (A) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and (B) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

               (b) Purchaser hereby warrants and represents to Seller, as of the Effective Date and as of the Closing Date, that:

               (i) Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to: (A) own, lease and operate the Property and to carry on its business as now being conducted; (B) execute this Agreement; and (C) perform its obligations and consummate the transactions contemplated hereby.

               (ii) The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby by Purchaser have been duly and validly authorized by all necessary partnership action, and no other company proceedings on the part of Purchaser are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by Seller, is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (iii) The execution, delivery, and performance by Purchaser of this Agreement will not result in a breach or violation of, or default under, the terms, conditions or provisions of its certificate of limited partnership, partnership agreement or any standing resolution of its partners (as the case may be) or any other partnership document.

               (iv) There are no approvals, consents or registration requirements with respect to any governmental authority that are or will be necessary for the valid execution and delivery by Purchaser of this Agreement, or the consummation of the transactions contemplated hereby and thereby, other than those which (A) have been obtained, or (B) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature and size to those contemplated hereby and where the failure to obtain the same would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement.

               (v) There is no pending or, to Purchaser’s knowledge, threatened action or proceeding before any court, governmental agency or arbitrator which may materially adversely affect Purchaser’s ability to perform this Agreement.

               (vi) For purposes of Section 3(14) of the Employee Retirement and Income Security Act of 1974, as amended (hereinafter referred to as “ERISA”), Purchaser is not a party in interest with Seller. Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA, and Purchaser is not aware of any facts or circumstances that would cause the transaction contemplated by this Agreement to be a “prohibited transaction” within the meaning of ERISA.

               (vii) Purchaser (which for this purpose includes Purchaser’s partners, members, principal stockholders and any other constituent entities) (x) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇> or at any replacement website or other replacement official publication of such list and (y) is currently in compliance with and will at all times during the term of this Agreement remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

               (c) The representations and warranties contained in Section 14(a) and Section 14(b) shall survive the Closing for nine (9) months.

               (d) PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT THE CLOSING: (i) NO REPRESENTATIONS, WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN OR ARE BEING MADE BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON WITH RESPECT TO THE PROPERTY, INCLUDING WITH RESPECT TO THE PHYSICAL OR ENVIRONMENTAL CONDITION, HABITABILITY, QUANTITY OR QUALITY OF

TIMBER, NURSERY STOCK OR SEEDLINGS, FUTURE FIBER GROWTH OR HARVEST, FUTURE FINANCIAL RESULTS FROM THE SALE OF FIBER GROWN ON THE PROPERTY OR FROM THE SALE OF THE PROPERTY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED RELATING TO ANY OF THE FOREGOING MATTERS, AND (ii) IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT RELIED AND DOES NOT RELY ON ANY SUCH REPRESENTATION, WARRANTY OR PROMISE, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL TAKE THE PROPERTY IN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION ON THE CLOSING DATE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT THE CLOSING. THIS SECTION 14(d) SHALL SURVIVE THE CLOSING.

               (e) UPON THE CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING ADVERSE ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER’S OR PURCHASER’S INVESTIGATION, AND UPON THE CLOSING, EXCEPT WITH RESPECT TO A BREACH OF ANY OF SELLER’S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, PURCHASER SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. THIS SECTION 14(e) SHALL SURVIVE THE CLOSING.

     15. No Brokerage Commission. Other than with respect to the services of ▇▇▇▇▇ ▇▇▇▇▇▇ of Southern Land Exchange, LLC, Seller warrants and represents to Purchaser that Seller has not incurred any liability for any brokerage fee or commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the payment of ▇▇▇▇▇ ▇▇▇▇▇▇ and Southern Land Exchange, LLC, shall be the sole obligation of Seller. Purchaser warrants and represents to Seller that Purchaser has not incurred any liability for any brokerage fee or commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Seller and Purchaser each agree to indemnify and hold harmless the other from any and all damage, loss, liability, expense and claim (including but not limited to attorneys’ fees and court costs) arising with respect to any such fee or commission which may be suffered by the indemnified Party by

reason of any action or agreement of the indemnifying Party. This Section 15 shall survive the termination, cancellation or expiration of this Agreement.

     16. Taxes; Expenses.

               (a) Ad valorem real property taxes on the Property and special assessments, as well as revenue under the Contracts to the extent such Contracts affect the Property, shall be prorated as of the Closing Date. If actual tax bills for the taxable year of the Closing are not available, said taxes shall be prorated based on tax bills for the previous taxable year and the Parties agree to cause a reproration of said taxes upon the receipt of tax bills for the taxable year of the Closing. If the Property is not designated a separate tax parcel, said taxes shall be adjusted to an amount bearing the same relationship to the total tax ▇▇▇▇ which the acreage contained within the applicable portion of the Property bears to the acreage contained within the property included within said tax ▇▇▇▇. Purchaser and Seller shall reasonably cooperate in good faith to cause all real property taxes on the Property and Seller’s retained property to be paid (and to reimburse the appropriate Party making such payments, as applicable), to the extent subdivisions or changes of ownership are not reflected on future real property tax bills. Any deferred or “rollback” taxes assessed against the Property as a result of Purchaser’s acquisition of the Property, change in the use of the Property or failure to maintain the Property in any property tax reduction program shall be paid by Purchaser within thirty (30) days of final determination thereof. The obligations of this Section 16(a) shall survive the Closing.

               (b) Purchaser shall pay all costs in connection with the recording of the Deeds, all costs of purchasing a title insurance policy and any endorsements thereto, all costs of Purchaser’s due diligence, all costs of Purchaser’s legal representation, one-half (1/2) of all costs of the Phase I Report (including the cost of relevant portions of previous reports that were updated to produce the Phase I Report), and one-half (1/2) of all escrow expenses of Escrow Agent.

               (c) Seller shall pay all costs of searching title and producing the Title Commitments, all transfer taxes, one-half (1/2) of all costs of the Phase I Report (including the cost of relevant portions of previous reports that were updated to produce the Phase I Report), all costs of Seller’s legal representation and one-half (1/2) of all escrow expenses of Escrow Agent.

               (d) Except as set forth in this Agreement, all other costs shall be borne by the Party incurring them.

     17. Conditions.

               (a) The obligations of each of Seller and Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:

               (i) Intentionally deleted.

               (ii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the consummation of the transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein.

               (iii) Neither Purchaser nor Seller shall have been advised by any United States federal government agency (which advisory has not been officially withdrawn on or prior to the Closing Date) that such government agency is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, restrain or prohibit the consummation of the transactions contemplated by this Agreement.

In the event any of the above conditions is not satisfied on or before the Closing, either Seller or Purchaser will have the right, exercisable at its sole election, to terminate this Agreement by delivering written notice to the other Party before the Closing, whereupon Escrow Agent will return the ▇▇▇▇▇▇▇ Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein).

               (b) Unless waived by Purchaser, the obligations of Purchaser under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent:

               (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Seller;

               (ii) Seller’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Seller under this Agreement; and

               (iii) Purchaser’s receipt of a binding commitment from the Title Company to issue a title insurance policy insuring Purchaser’s title to the Property following the Closing, subject only to the Permitted Encumbrances.

In the event any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 18(b).

               (c) Unless waived by Seller, the obligations of Seller under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent:

               (i) the truth and accuracy as of the Closing Date, in all material respects, of each and every warranty and representation herein made by Purchaser; and

               (ii) Purchaser’s timely performance of and compliance with, in all material respects, each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser under this Agreement.

In the event any of the above conditions is not satisfied on or before the Closing, Seller will have the right, exercisable at Seller’s sole election, to exercise the remedies described in Section 18(a).

     18. ▇▇▇▇▇▇▇ Money; Default; Remedies.

               (a) If the purchase and sale of any portion of the Property contemplated hereby is not consummated because of a default by Purchaser under this Agreement, then Seller shall require Escrow Agent to pay the entire ▇▇▇▇▇▇▇ Money to Seller as full liquidated damages and not as a penalty and as Seller’s sole and exclusive remedy against Purchaser for a default by Purchaser under this Agreement (the Parties acknowledging that Seller’s damages as a result of such default are not capable of exact ascertainment and that said liquidated damages are fair and reasonable).

               (b) If the purchase and sale of the Property contemplated hereby is not consummated because of a default by Seller then Purchaser, at Purchaser’s sole election, either (i) shall instruct Escrow Agent to promptly return the ▇▇▇▇▇▇▇ Money to Purchaser, whereupon the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein), or (ii) shall be entitled to ▇▇▇ Seller for specific performance, Purchaser hereby acknowledging that the foregoing shall be its sole remedies against Seller for a default by Seller under this Agreement.

               (c) The duties of Escrow Agent shall be as follows:

               (i) During the term of this Agreement, Escrow Agent shall hold and deliver the ▇▇▇▇▇▇▇ Money in accordance with the terms and provisions of this Agreement.

               (ii) If this Agreement is terminated by the mutual written agreement of Seller and Purchaser, or if Escrow Agent is unable to determine at any time to whom the ▇▇▇▇▇▇▇ Money should be delivered, or if a dispute develops between Seller and Purchaser concerning to whom the ▇▇▇▇▇▇▇ Money should be delivered, then in any such event, Escrow Agent shall request joint written instructions from Seller and Purchaser and shall deliver the ▇▇▇▇▇▇▇ Money in accordance with such joint written instructions. In the event that such written instructions are not received by Escrow Agent within ten (10) days after Escrow Agent has served a written request for instructions upon Seller and Purchaser, Escrow Agent shall have the right to pay the ▇▇▇▇▇▇▇ Money into a court of competent jurisdiction and interplead Seller and Purchaser in respect thereof, and thereafter Escrow Agent shall be discharged of any obligations in connection with this Agreement.

               (iii) If costs or expenses are incurred by Escrow Agent because of litigation or a dispute between Seller and Purchaser arising out of the holding of the ▇▇▇▇▇▇▇ Money in escrow, Seller and Purchaser shall each pay Escrow Agent one-half of such costs and expenses. Except for such costs and expenses, no fee or charge shall be due or payable to Escrow Agent for its services as escrow holder.

               (iv) By joining herein, Escrow Agent undertakes only to perform the duties and obligations imposed upon it under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon Seller and Purchaser hereunder.

               (v) Purchaser and Seller hereby agree and acknowledge that Escrow Agent assumes no liability in connection herewith except for any loss, costs or damage arising out of Escrow Agent’s own negligence or willful misconduct; that Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; that Escrow Agent shall not be liable or responsible for any loss occurring which arises from bank failure or error, insolvency or suspension, or a situation or event which falls under the Federal Deposit Insurance Corporation (FDIC) coverage (Seller and Purchaser are aware that FDIC coverage applies to a maximum amount of $250,000 per depositor, as may be modified by the FDIC from time to time); and that Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken by it or omitted to be taken by it in good faith in accordance with the opinion of its counsel.

     19. Assignment. Except as otherwise expressly contemplated by this Agreement, neither Party shall assign its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party, given or withheld in its sole discretion. Notwithstanding the foregoing, Purchaser shall have the right to assign its rights and obligations under this Agreement to any party controlling, controlled by, or under common control with Purchaser, provided that no such assignment shall relieve Plum Creek Timberlands, L.P., of any liability hereunder.

     20. No Waiver. Except as specifically set forth herein, no action or failure to act by any Party shall constitute a waiver of any right or duty afforded to such Party under this Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach of this Agreement except as may be specifically agreed in writing.

     21. Governing Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Georgia, without giving effect to its principles or rules of conflicts of law to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

     22. Notice. Any and all notices required or permitted under this Agreement shall be made or given in writing and shall be delivered in person or sent by postage, pre-paid, United States Mail, certified or registered, return receipt requested, or by a recognized overnight carrier,

or by facsimile or e-mail, to the other Party or Escrow Agent at the addresses set forth below, and such address as may be furnished by notice in accordance with this Section 22; provided, however, if any delivery is made by facsimile or e-mail, such delivery shall be deemed delivered only if the Party (or Escrow Agent) giving such notice obtains a confirmation of receipt and delivers such notice by hand delivery, United States mail or recognized overnight carrier for next day delivery. All notices shall be deemed given and effective upon the earliest to occur of: (i) the confirmed facsimile or e-mail transmission or hand delivery of such notice to the address for notices; (ii) one business day after the deposit of such notice with an overnight courier service by the time deadline for next day delivery addressed to the address for notices; or (iii) three business days after depositing the notice in the United States mail.

Seller:		Forestar (USA) Real Estate Group Inc. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email:▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Purchaser:		Plum Creek Timberlands, L.P. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email:▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:		Plum Creek Timberlands, L.P. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ Phone: (206_ ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Escrow Agent:		First American Title Insurance Company National Commercial Services ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

     23. Entire Agreement. This Agreement contains the entire agreement among the Parties and Escrow Agent with respect to the subject matter hereof and cannot be amended or supplemented except by a written agreement signed by the Parties.

     24. Captions. The captions of sections in this Agreement are for convenience and reference only and are not part of the substance hereof.

     25. Severability. In the event that any one or more of the provisions, sections, words, clauses, phrases or sentences contained in this Agreement, or the application thereof in any circumstance is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, section, word, clause, phrase or sentence in every other respect and of the remaining provisions, sections, words, clauses, phrases or sentences of this Agreement, shall not be in any way impaired, it being the intention of the Parties and Escrow Agent that this Agreement shall be enforceable to the fullest extent permitted by law.

     26. Counterparts. This Agreement may be executed in several counterparts, each of which may be deemed an original, and all of such counterparts together shall constitute one and the same Agreement. This Agreement may be executed by each Party and Escrow Agent upon a separate copy and attached to another copy in order to form on or more counterparts.

     27. Binding Effect. This Agreement shall bind the Parties (and Escrow Agent, to the extent applicable) and their respective heirs, legal representatives, successors and assigns.

     28. Time of Essence. Time is of the essence of this Agreement.

     29. No Survival. Except as may otherwise expressly be provided herein, the provisions of this Agreement shall not survive the Closing and shall be merged into the delivery of the Deeds and other documents and the payment of all monies pursuant hereto at the Closing.

     30. Incorporation of Exhibits. All exhibits referred to in this Agreement are hereby incorporated herein by this reference.

     31. Confidentiality; Public Announcements. Purchaser and Seller agree that the terms and conditions of the transactions contemplated in this Agreement are to remain confidential, except that either Party and its affiliates may disclose the terms and provisions of this Agreement (i) to the extent that such Party or any of its affiliates is required by applicable law (including the rules and regulations promulgated by the SEC or any stock exchange) to make

public disclosure, or (ii) in any legal proceeding, including any audit, to the extent necessary to enforce any rights under this Agreement, provided that, in either case, the disclosing Party shall provide the other Party with prior notice of such disclosure and the content thereof. This Section 31 shall survive any termination, cancellation or expiration of this Agreement or the Closing.

     32. Dispute Resolution. If Purchaser and Seller are unable to agree as to the values of the Value Table, the value of a Title Objection Carveout under Section 5, the value of Additional Timberlands under Section 7, the Harvest Adjustment under Section 9 or the Casualty Damage Value under Section 13, then either of Seller or Purchaser shall have the right to invoke the procedures of this Section 32 by delivering written notice to the other Party. Seller and Purchaser each shall appoint an independent forestry consultant within five (5) days following the delivery of such written notice, each of which may be a consultant previously engaged by the appointing Party, and such two consultants will in turn select a third independent forestry consultant within five (5) days to act with them in a panel to determine the appropriate value. A majority of the panel of consultants will reach a binding decision within thirty (30) days following the selection of the third consultant, and the decision of the panel of consultants will be final. Seller and Purchaser will each bear the cost of its respective consultant and one-half (1/2) of the cost of the third consultant.

     33. Business Days. If any date set forth in this Agreement for the performance of any obligation by any Party or Escrow Agent, or for the delivery of any instrument or notice as herein provided, should be a Saturday, Sunday or legal holiday, the compliance with such obligation or delivery shall be deemed acceptable on the next day which is not a Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” means any state or federal holiday for which financial institutions or post offices are generally closed in the State of Georgia for observance thereof, and the term “business day” means any day other than a Saturday, Sunday or legal holiday.

     34. Section 1031 Exchange. Either Seller or Purchaser may consummate the sale or purchase, as applicable, of any portion of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to Purchaser’s or Seller’s obligations under this Agreement; (b) Seller or Purchaser, as applicable, shall effect an Exchange through an assignment of its rights under this Agreement (other than with respect to any reimbursement obligations, and any representations or warranties made by the other Party, which shall not be assigned and shall in all events be deemed to have been made to the participating Party only) to a qualified intermediary pursuant to an assignment agreement in form reasonably satisfactory to the non-participating Party; (c) to the extent Seller participates in an Exchange, Purchaser shall not be required to acquire, take title to or obtain an equitable interest in any real property other than the Property; (d) to the extent Purchaser participates in an Exchange, Seller shall not be required to acquire, take title to or obtain an equitable interest in any real property; and (e) Seller’s or Purchaser’s assignment of its rights hereunder, as applicable, to a qualified intermediary in connection with an Exchange shall not limit or modify in any manner whatsoever any of the covenants,

obligations, agreements, representations or warranties of such participating Party set forth in this Agreement, all of which shall remain in full force and effect and shall constitute the primary liability of such participating Party in all events. Neither Party shall by this Agreement or acquiescence to an Exchange by the other party (i) have such non-participating party’s rights, obligations or liabilities under this Agreement modified, expanded or diminished in any manner, or (ii) be responsible for compliance or be deemed to have warranted to the participating party that the participating party’s Exchange in fact complies with Section 1031 of the Code. Any increased costs arising from an Exchange shall be borne by the Party participating in such Exchange.

[remainder of page intentionally left blank; signatures appear on following pages]

     IN WITNESS WHEREOF, this Agreement has been duly executed, sealed and delivered by the Parties and Escrow Agent as of the Effective Date.

[Signatures Continue on Following Pages]

(Purchaser’s Signature Page to Purchase and Sale Agreement)

[Signatures Continue on Following Page]

(Escrow Agent’s Signature Page to Purchase and Sale Agreement)

Exhibit A

Description of the Property

▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇
▇▇▇▇▇▇▇▇		▇▇▇▇▇		455
Cherokee		10030		619
Cherokee/Chattooga		10032		143
Cherokee		10080		1,011
Cherokee		10093		999
Cherokee		10094		114
Cherokee		10509		614
Cherokee		10553		694
Cherokee		10593		68
Cherokee		11001		724
Cherokee		11004		522
Cherokee		11035		1,039
Cherokee		11062		868
Cherokee		11200		279
Cleburne		11083		482
Cleburne		11144		555
Cleburne		11184		77
Cleburne		11209		210
Cleburne		12144		1,106
▇▇▇▇▇▇▇▇		▇▇▇▇▇		88
Cleburne		12161		668
Cleburne		12170		107
Cleburne		12177		366
Cleburne		12195		119
Cleburne		12197		800
▇▇▇▇▇▇▇▇		12163		36
▇▇▇▇▇▇▇▇		13010		29
▇▇▇▇▇▇▇▇		13026		821
▇▇▇▇▇▇▇▇		13115		146
▇▇▇▇▇▇▇▇		13127		202
▇▇▇▇▇▇▇▇		13183		194
▇▇▇▇▇▇▇▇		13184		397
Banks		15001		453
▇▇▇▇▇▇▇		12066		115

▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇
▇▇▇▇▇▇▇		▇▇▇▇▇		222
▇▇▇▇▇▇▇		12093		133
▇▇▇▇▇▇▇		12132		239
▇▇▇▇▇▇▇		12220		203
▇▇▇▇▇▇▇		12227		38
▇▇▇▇▇▇▇		12234		119
Chattooga		10023		996
Chattooga		10024		932
Chattooga		10036		40
Chattooga		10039		163
Chattooga		10049		32
Chattooga		10050		122
Chattooga		10085		269
Chattooga		10092		127
Coweta		12508		126
▇▇▇▇▇▇		15135		196
▇▇▇▇▇▇		15180		411
▇▇▇▇▇		10007		329
▇▇▇▇▇		10019		443
▇▇▇▇▇/▇▇▇▇▇▇▇▇, ▇▇		▇▇▇▇▇		549
▇▇▇▇▇		11008		42
▇▇▇▇▇		11045		633
▇▇▇▇▇		11192		307
▇▇▇▇▇		14609		234
▇▇▇▇▇		14538		124
▇▇▇▇▇		14608		316
▇▇▇▇▇		17011		112
Franklin		15023		279
Franklin		15027		124
Franklin		15028		279
Franklin		15030		73
Franklin		15026		77
Franklin		15042		115
Franklin		15034		111
▇▇▇▇▇▇		14501		160
▇▇▇▇▇▇		14507		45
Hall		15065		297

▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇
▇▇▇▇▇▇▇▇		▇▇▇▇▇		124
▇▇▇▇▇▇▇▇		11086		225
▇▇▇▇▇▇▇▇		11087		163
▇▇▇▇▇▇▇▇		11092		250
▇▇▇▇▇▇▇▇		11094		178
▇▇▇▇▇▇▇▇		11095		289
▇▇▇▇▇▇▇▇		11097		162
▇▇▇▇▇▇▇▇		11098		554
▇▇▇▇▇▇▇▇		11099		817
▇▇▇▇▇▇▇▇		11100		776
▇▇▇▇▇▇▇▇		11109		61
▇▇▇▇▇▇▇▇		11110		90
▇▇▇▇▇▇▇▇/▇▇▇▇		11119		292
▇▇▇▇▇▇▇▇		11181		303
▇▇▇▇▇▇▇▇		11229		199
▇▇▇▇▇▇▇▇		11248		18
▇▇▇▇▇▇▇▇		11252		93
▇▇▇▇▇▇▇▇		11254		335
▇▇▇▇▇▇▇▇		11264		124
▇▇▇▇▇▇▇▇		11265		86
▇▇▇▇▇▇▇▇		11266		37
▇▇▇▇▇▇▇▇		11267		201
▇▇▇▇▇▇▇▇		11268		82
▇▇▇▇▇▇▇▇		11269		107
▇▇▇▇▇▇▇▇		11270		175
▇▇▇▇▇▇▇▇		11274		692
▇▇▇▇▇▇▇▇		11275		858
▇▇▇▇▇▇▇▇		12625		202
▇▇▇▇▇▇▇▇		12700		479
▇▇▇▇▇▇▇▇		12701		532
▇▇▇▇▇▇▇▇		12702		294
▇▇▇▇▇▇▇▇		12708		247
▇▇▇▇▇▇▇▇		12709		180
▇▇▇▇		15091		70
Heard		13051		126
Heard		13055		181
Heard		13060		385

COUNTY		COMPARTMENT		ACRES
Heard		13101		773
Heard		13102		150
Heard		13130		242
Heard/▇▇▇▇▇		13147		328
Madison		15158		201
Madison		15159		184
▇▇▇▇▇▇		14023		541
Polk		11006		462
Polk		11015		133
Polk		11018		79
Polk		11022		646
Polk		11027		157
Polk		11028		21
Polk		11029		174
Polk		11056		120
Polk		11080		158
Polk		16116		93
Polk		11129		120
Polk		11167		119
Polk		11202		129
Polk		11238		47
Polk		11239		138
Polk		11285		41
▇▇▇▇▇▇▇▇		15082		131
▇▇▇▇▇		13144		304
▇▇▇▇▇		13191		219
▇▇▇▇▇▇		10026		56
▇▇▇▇▇▇		10056		48
▇▇▇▇▇▇		10099		93
Heard		13143		115
Heard		13158		104
Heard		13136		76
Heard		13061		144
▇▇▇▇▇▇▇		12215		228
▇▇▇▇▇▇▇		12217		418
▇▇▇▇▇▇▇		12218		191
▇▇▇▇▇▇▇		12219		511

▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇
▇▇▇▇▇▇▇		▇▇▇▇▇		623
▇▇▇▇▇▇▇		12207		261
▇▇▇▇▇		11048		46
▇▇▇▇▇		11049		71
▇▇▇▇▇		11169		95
▇▇▇▇▇▇▇▇		11249		94
▇▇▇▇▇▇▇▇		11096		188
▇▇▇▇▇▇▇▇		11284		82
▇▇▇▇▇▇▇▇		11250		22
▇▇▇▇▇▇▇▇		11251		118
▇▇▇▇▇▇▇▇		11172		1,151
▇▇▇▇▇▇▇▇		11103		498
▇▇▇▇▇▇▇▇		11117		192
▇▇▇▇▇▇▇▇		11257		156
▇▇▇▇▇▇▇▇		11256		75
Chattooga		10088		686
Chattooga		10101		651
Cleburne		12148		139
Cleburne		12152		226
Cleburne		12153		82
Cleburne		12165		41
Cleburne		12183		39
Cleburne		12193		63
Cleburne		12184		80
▇▇▇▇▇▇		14063		434
▇▇▇▇▇▇		14073		1,245
▇▇▇▇▇▇		14048		895
				50,071

As such Property is more particularly described in the Title Commitments as described on Exhibit G attached hereto.

Exhibit B — Contracts

										K50				F’Star
LSE						LSENOAC				LSENOAC				Retained				Payment				Payment
NO		ST		COUNTY		RES				RES				Acres				Amount				Balance				LSECOMP				CUST_NAME
4		GA		HARALSON			478.04				478.04				0							$	(4,321.48	)			1100: 1181			ADDISON HUNTING CLUB
15		GA		FRANKLIN			278.57				278.57				0			$	3,008.56			$	—				5028			CLARKS CREEK HUNTING CLUB
17		GA		BANKS			453.33				453.33				0							$	(3,807.97	)			▇▇▇▇			▇▇▇▇ ▇▇▇▇ HUNTING CLUB
18		GA		MADISON			184.18				184.18				0							$	(1,740.50	)			5159			▇▇▇▇ ▇▇▇▇▇▇▇▇▇ HUNTING CLUB
21		GA		HARALSON			94.84				94.84				0							$	(904.77	)			1110			▇▇▇▇▇▇▇▇▇▇▇ HUNTING CLUB
27		GA		POLK			132.64				132.64				0			$	1,573.11			$	—				▇▇▇▇			▇▇▇▇▇▇ ▇▇▇▇ HUNTING CLUB
31		GA		HARALSON			132.68				132.68				0			$	1,194.12			$	—				1264:1265:			BENT TREE HUNTING CLUB
38		GA		POLK			120.4				120.4				0			$	1,169.08			$	—				1056			BIG CEDAR CREEK HUNTING CLUB
42		GA		MADISON			200.74				200.74				0							$	(1,686.22	)			5158			Non- Renewal notification received
95		GA		HARALSON			174.93				174.93				0							$	(1,399.44	)			1270:			CROSS ROADS
106		GA		HARALSON			1036.7				1036.7				0			$	9,216.44			$	—				1094: 1275			CHOP LANDER’S HUNTING CLUB
123		GA		HARALSON			498.6				498.6				0							$	(4,736.70	)			1103			CASHTOWN BIG BUCK CLUB
140		GA		HARALSON			61.96				61.96				0							$	(601.01	)			1249			BIG DADDY HUNTING CLUB
173		GA		HARALSON			277.6				250.9				-26.7			$	2,220.80			$	—				1092: 1260			FLATWOODS CREEK HUNTING CLUB
186		GA		▇▇▇▇▇			124.1				124.1				0			$	992.80			$	—				▇▇▇▇			▇ & ▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇		▇▇		▇▇▇▇▇▇▇▇			161.9				161.9				0			$	1,484.62			$	—				▇▇▇▇			▇▇▇▇▇ ▇▇▇▇ HUNTING CLUB
269		GA		▇▇▇▇▇▇			1244.9				1244.9				0							$	(11,253.44	)			4073			BLACK KNOB HUNTING CLUB
273		GA		POLK			827.3				827.3				0			$	6,949.32			$	—				1006: ▇▇▇▇			▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇		▇▇		POLK			281.16				281.16				0			$	2,403.92			$	—				1022			LAKE HUNTING CLUB
277		GA		HARALSON			370.84				370.84				0							$	(3,352.39	)			▇▇▇▇			▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ HUNTING CLUB
293		GA		FRANKLIN			111.17				111.17				0			$	1,221.76			$	—				▇▇▇▇			▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇		▇▇		FRANKLIN			77.89				77.89				0			$	882.49			$	—				5026			YOUNG GUNS HUNTING CLUB
303		GA		HARALSON			32.21				32.21				0			$	500.00			$	—				1100			▇▇▇▇▇▇▇▇ HUNTING CLUB
308		GA		FRANKLIN			115.05				115.05				0			$	1,265.55			$	—				5042			SOLID ROCK HUNTING CLUB
332		GA		POLK			138.29				138.29				0							$	(1,452.05	)			1239			Non- Renewal notification received
336		GA		HARALSON			360.18				360.18				0							$	(3,256.03	)			1096: 1249: 1250: 1251			BUCK BLASTERS
343		GA		HARALSON			101.19				101.19				0							$	(958.27	)			1095			▇▇▇▇▇▇ HUNTING CLUB
349		GA		▇▇▇▇▇▇			196.14				196.14				0			$	2,143.81			$	—				5135			BREWERS BRIDGE RD HUNTING CLUB
352		GA		▇▇▇▇▇▇▇▇			199				199				0			$	1,918.36			$	—				▇▇▇▇			▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇		▇▇		▇▇▇▇▇▇▇▇			429.06				429.06				0							$	(4,140.43	)			1098: 1266			BUCK TAIL HUNTING CLUB

										K50				F’Star
LSE						LSENOAC				LSENOAC				Retained				Payment				Payment
NO		ST		COUNTY		RES				RES				Acres				Amount				Balance				LSECOMP				CUST_NAME
362		GA		POLK			58.04				58.04				0			$	529.91			$	—				▇▇▇▇			▇▇▇▇▇▇▇▇ ▇▇▇ HUNTING CLUB
372		GA		▇▇▇▇▇▇▇▇			11.95				11.95				0							$	(109.82	)			1181			BIG OAK HUNTING CLUB
386		▇▇		▇▇▇▇▇▇▇▇			589.13				589.13				0			$	3,534.78			$	—				3183: 3184			BACK WATER HUNTING CLUB
437		GA		▇▇▇▇▇▇			540.9				540.9				0			$	4,543.56			$	—				4023			LITTLE BIG HORN
440		▇▇		▇▇▇▇▇▇▇▇			821.1				821.1				0							$	(5,788.75	)			3026			J.S. HUNTING CLUB
461		AL		CHEROKEE			723.29				723.29				0			$	5,099.19			$	—				1001:			EGYPT HUNTING CLUB
462		GA		FRANKLIN			123.6				123.6				0			$	1,353.42			$	—				5027			▇▇▇▇▇, ▇▇▇▇▇▇
464		GA		HARALSON			187.8				187.8				0			$	1,919.32			$	—				1095			WW & W HUNTING CLUB
465		GA		HARALSON			76.68				76.68				0							$	(793.64	)			1265			J & J HUNTING CLUB
472		GA		HARALSON			264.58				264.58				0							$	(2,415.62	)			1099: 1267			TRIPLE BEND HUNTING CLUB
474		GA		HARALSON			1180.7				1180.7				0							$	(10,496.51	)			1086: 1087:  1099: 1100:  1181: 1268:  1269			TRUCK CAB HUNTING CLUB
512		GA		HARALSON			585.6				335				-250.6			$	5,246.98			$	—				1111: 1254			WHITETAIL HEADHUNTERS HUNTING
520		GA		HARALSON			56.14				56.14				0			$	500.00			$	—				1109:			▇▇▇▇▇▇▇ HUNTING CLUB
532		GA		GORDON			45.07				45.07				0			$	500.00			$	—				4507:			HORSESHOE HUNTING CLUB
566		GA		▇▇▇▇▇			104.53				104.53				0			$	1,118.47			$	—				3147			CANEY CREEK HUNTING PRESERVE
572		GA		HEARD			114.58				114.58				0			$	1,246.63			$	—				3143			▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
589		GA		▇▇▇▇▇			218.97				218.97				0			$	2,362.69			$	—				3191			BIG LAZIER HUNTING CLUB
599		GA		▇▇▇▇▇			222.79				222.79				0							$	(2,227.90	)			3147			Non- Renewal notification received
623		GA		HEARD			144				144				0							$	(1,742.40	)			3061:			▇▇▇▇ ▇▇▇▇▇▇▇▇ HUNTING CLUB
633		GA		▇▇▇▇▇			304.26				304.26				0			$	3,587.23			$	—				▇▇▇▇			▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇		▇▇		▇▇▇▇▇			495				495				0			$	3,766.95			$	—				0068:			ALABAMA LINE HUNTING CLUB
736		AL		CHEROKEE			112.69				112.69				0			$	850.81			$	—				0094			▇▇▇▇▇▇ HOLLOW HUNTING CLUB
743		AL		CHEROKEE			53.97				53.97				0							$	(500.00	)			0068			BEAVER POND HUNTING CLUB
776		AL		CHEROKEE			1073.5				1073.5				0			$	7,439.35			$	—				0002: 0030:			▇▇▇▇▇▇▇▇▇ BRIDGE RD. HUNTING C
785		AL		CHEROKEE			143.63				143.63				0							$	(1,055.68	)			0032			▇▇▇▇▇▇ HUNTING CLUB
795		AL		CHEROKEE			1003.8				1003.8				0							$	(7,056.50	)			0093			▇▇▇▇▇▇ VALLEY HUNTING CLUB
803		GA		CHATTOOGA			1004.5				1004.5				0			$	8,136.69			$	—				0023:			CROSS HUNTING CLUB
805		GA		CHATTOOGA			162.97				162.97				0							$	(2,118.61	)			0039			▇▇▇▇▇▇▇▇ HUNTING CLUB

										K50				F’Star
LSE						LSENOAC				LSENOAC				Retained				Payment				Payment
NO		ST		COUNTY		RES				RES				Acres				Amount				Balance				LSECOMP				CUST_NAME
831		AL		CHEROKEE			613.61				613.61				0							$	(4,338.22	)			0509:			YELLOW CREEK HUNTING CLUB
868		▇▇		▇▇▇▇▇▇▇▇			145.88				145.88				0							$	(1,086.81	)			3115			▇▇▇▇ ▇▇▇▇ CLUB
933		GA		▇▇▇▇▇▇▇			238.5				238.5				0			$	2,501.86			$	—				2132			WHOOPING CREEK HUNTING CLUB
938		GA		▇▇▇▇▇▇▇▇			242.18				242.18				0			$	2,206.26			$	—				2708			CIRCLE SIX GUN & BOW H. C.
941		AL		CLEBURNE			319.92				319.92				0			$	2,309.82			$	—				2148: 2152: 2153			RIVERBEND HUNTING CLUB
959		GA		▇▇▇▇▇▇▇			316.37				261.37				-55							$	(2,901.11	)			2207: 2221			BULLDOG ▇▇▇▇ CLUB
984		GA		▇▇▇▇▇▇▇			501.18				501.18				0							$	(4,655.96	)			2066: 3060:			LOG PILE HUNTING CLUB
1017		GA		▇▇▇▇▇			234				234				0							$	(1,944.54	)			4609			Non- Renewal notification received
1025		GA		▇▇▇▇▇▇▇			623.03				623.03				0							$	(5,825.33	)			2206			FAIR WEATHER II HUNTING CLUB
2027		GA		HARALSON			57.42				57.42				0			$	543.19			$	—				1099: 1100			BETHLEHEM HUNTING CLUB
2043		GA		POLK			120.38				120.38				0			$	1,079.89			$	—				1129			WOLF DEN HUNTING CLUB
2066		AL		CLEBURNE			210.49				210.49				0							$	—				1209			Not Leased
2067		AL		CLEBURNE			560.38				560.38				0							$	(3,978.70	)			1144			GOLD MINE HUNTING CLUB
2069		GA		HARALSON			279.66				279.66				0			$	2,550.50			$	—				▇▇▇▇			▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇		▇▇		CHATTOOGA			1614.6				1337.1				-277.5			$	9,380.94			$	—				0084: 0088: 0101			BAT CAVE HUNTING CLUB
2084		AL		CHEROKEE			696.37				696.37				0			$	4,923.34			$	—				0553:			CULLSTIGH CREEK HUNTING CLUB
3149		GA		GORDON			159.95				159.95				0			$	1,404.36			$	—				4501			RED BUD CREEK HUNTING CLUB
3159		GA		HARALSON			348.05				348.05				0			$	3,692.81			$	—				1117: 1257			▇▇▇▇▇ ▇▇▇▇▇▇▇▇ HUNTING CLUB
3160		GA		▇▇▇▇▇▇			54.1				54.1				0			$	511.24			$	—				0026			▇▇▇▇▇▇▇ HUNTING CLUB
3170		GA		▇▇▇▇▇▇			413.34				413.34				0							$	(4,431.00	)			5180			▇▇▇▇▇, ▇▇▇▇
3184		GA		HEARD			76.97				76.97				0			$	615.76			$	—				3136			KIN FOLKS
3201		GA		▇▇▇▇▇			94.75				94.75				0			$	839.48			$	—				1169			BIG RIDGE HUNTING CLUB
3202		GA		HARALSON			511				511				0			$	4,619.44			$	—				1172			COVERED BRIDGE HUNTING CLUB
3212		GA		HARALSON			876.28				876.28				0			$	8,587.54			$	—				1097: 1248: 1274			GPS ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ CLUB
3261		GA		HEARD			242.04				242.04				0							$	(3,146.52	)			3130			TROPHY RIDGE HUNTING CLUB
3263		GA		HARALSON			75				75				0							$	(777.00	)			1256			CHURCH HUNTING CLUB
3286		GA		HEARD			104.15				104.15				0							$	(1,708.06	)			3158			Non- Renewal notification received
3389		GA		HARALSON			640.07				640.07				0							$	(5,760.63	)			1172			▇▇▇▇'▇ CLUB
3394		GA		FRANKLIN			279.45				279.45				0			$	2,911.87			$	—				5023			TRINITY HUNTING CLUB
3451		AL		CHEROKEE			279.77				279.77				0							$	(1,678.62	)			1200:			▇▇▇▇▇▇ N STRING HUNTING CLUB
3462		GA		HALL			297.15				297.15				0							$	(3,033.90	)			5065			BIG BUCKS HUNTING CLUB
3464		GA		▇▇▇▇▇▇▇			133.21				133.21				0			$	1,309.45			$	—				2093			HWY 5 HUNTING CLUB

										K50				F’Star
LSE						LSENOAC				LSENOAC				Retained				Payment				Payment
NO		ST		COUNTY		RES				RES				Acres				Amount				Balance				LSECOMP				CUST_NAME
3468		▇▇		▇▇▇▇▇▇▇▇			35.92				35.92				0							$	(500.00	)			2163			COOL SPRINGS HUNTING CLUB
3469		GA		HEARD			331.11				331.11				0			$	3,526.32			$	—				3055: 3102			HEARD COUNTY SPORTSMAN CLUB
3486		GA		HEARD			773.58				773.58				0			$	8,130.33			$	—				3101			HILLABAHATCHEE HUNTING CLUB
3577		GA		POLK			157.01				157.01				0			$	1,461.76			$	—				1027			WANNABEA HUNTING CLUB
3578		GA		HEARD			125.54				125.54				0							$	(1,255.40	)			3051			Non- Renewal notification received
3579		GA		HARALSON			126.73				126.73				0			$	1,131.70			$	—				6084			▇▇▇▇▇ HUNTING CLUB
3580		GA		▇▇▇▇▇▇			91.91				91.91				0							$	(912.67	)			0099			Non- Renewal notification received
3584		GA		CHATTOOGA			118.86				39.76				-79.1			$	1,123.23			$	—				0036: 0053			LAUGHING ▇▇▇▇ ▇▇▇▇▇▇ CLUB
3594		AL		CLEBURNE			218.92				218.92				0			$	1,313.52			$	—				2197			BONE COLLECTORS HUNTING CLUB
3615		GA		POLK			157.97				157.97				0			$	1,540.21			$	—				1080			OLD SHAKEY HUNTING CLUB
3616		AL		CLEBURNE			76.56				76.56				0							$	(615.54	)			1184			MUSCADINE HUNTING CLUB
3650		AL		CLEBURNE			1105.7				1105.7				0							$	(7,607.00	)			2144			▇▇▇▇▇▇▇ CREEK HUNTING CLUB
3666		GA		▇▇▇▇▇▇			49.75				49.75				0							$	(509.94	)			0056			NAO
3667		AL		CLEBURNE			37.4				37.4				0							$	(500.00	)			2170			Non- Renewal notification received
3680		GA		POLK			166.61				166.61				0			$	1,456.17			$	—				1167: 1238			ESOM HILL HUNTING CLUB
3690		GA		POLK			291.72				291.72				0							$	(2,488.37	)			1119			HARD ROCK HUNTING CLUB
3696		GA		CHATTOOGA			154.25				154.25				0			$	1,234.00			$	—				0049: 0050			SOUTHERN BOYS HUNTING
3698		GA		▇▇▇▇▇			71.23				71.23				0			$	651.75			$	—				1049			LONESOME PINES HUNTING CLUB
3712		AL		CHEROKEE			67.42				67.42				0			$	516.44			$	—				0593			DMIL HUNTING CLUB
3722		GA		HARALSON			93.55				93.55				0							$	(748.40	)			6116			PCPA
3726		GA		▇▇▇▇▇▇▇			38.28				38.28				0			$	505.30			$	—				2227			STATELINE HUNTING CLUB
3729		AL		CLEBURNE			482.09				482.09				0			$	3,393.91			$	—				1083:			BUCK HUNTERS HUNTING CLUB
3738		GA		HARALSON			495.6				495.6				0							$	(3,964.80	)			2625: 2702:			POACHERS PARADISE HUNTING CLUB
3761		AL		CLEBURNE			356.87				356.87				0			$	3,026.26			$	—				2197			RIVERSIDE HUNTING CLUB
3799		GA		POLK			178.92				178.92				0							$	(1,943.07	)			1029			POLK COUNTY SPORTSMANS CLUB
3864		AL		CLEBURNE			380.85				380.85				0							$	(2,799.25	)			2161			C & C HUNTING CLUB
3882		AL		CLEBURNE			592.88				592.88				0							$	(4,209.45	)			2177: 2197			TALLAPOOSA RIVER HUNTING CLUB
3921		AL		CLEBURNE			69.35				69.35				0			$	502.79			$	—				2170			JOEYS DEER LEASE
3986		GA		▇▇▇▇▇			307.06				307.06				0			$	2,914.00			$	—				1192			C & C HUNTING CLUB
4052		GA		CHATTOOGA			169.91				169.91				0							$	(1,427.24	)			0024			▇▇▇▇ CREEK HUNTING CLUB

										K50				F’Star
LSE						LSENOAC				LSENOAC				Retained				Payment				Payment
NO		ST		COUNTY		RES				RES				Acres				Amount				Balance				LSECOMP				CUST_NAME
4084		AL		CHEROKEE			1139.6				1139.6				0							$	(7,191.07	)			1035: 1062:			▇▇▇▇▇ CREEK HUNTING CLUB
4107		GA		POLK			41.32				41.32				0							$	(630.13	)			1285			BUCK RIDGE
4130		▇▇		▇▇▇▇▇▇▇▇			202.01				202.01				0							$	(614.11	)			3127:			▇▇▇▇, ▇▇▇▇▇
4138		GA		▇▇▇▇▇			315.94				315.94				0			$	2,527.52			$	—				4608:			LAZY J HUNTING CLUB
4182		GA		▇▇▇▇▇▇▇▇			131.42				131.42				0							$	(1,577.04	)			5082			Non- Renewal notification received
4183		GA		FRANKLIN			73.47				73.47				0							$	(734.70	)			5030			RED NECK HUNTERS
4289		GA		▇▇▇▇▇			749.16				749.16				0			$	5,993.28			$	—				1045: 7011			BWs SPORTSMAN CLUB formerly TSB HUNTING CLUB
4292		AL		CHEROKEE			540.66				540.66				0			$	3,806.25			$	—				0080			CHEROKEE CNTY BOWHUNTERS
4293		GA		CHATTOOGA			268.61				268.61				0			$	2,197.23			$	—				0085:			HAPPY HOLLOW HUNTING CLUB
4294		AL		CHEROKEE			470.36				470.36				0			$	3,259.59			$	—				00▇▇			▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. HUNTING C
4297		AL		CLEBURNE			118.78				118.78				0							$	(838.59	)			2195			KNOKES CREEK HUNTING CLUB
4298		GA		▇▇▇▇▇			769.88				769.88				0							$	(6,112.85	)			0007: 0019			KRANNERT HUNTING CLUB
4299		AL		CLEBURNE			87.54				87.54				0			$	547.12			$	—				2146:			HIGHPOINT RABBIT HUNTING CLUB
4302		AL		CLEBURNE			119.64				119.64				0			$	879.35			$	—				2183: 2184:			▇.▇.’S HUNTING CLUB
4307		AL		CHEROKEE			526.25				526.25				0							$	(3,604.81	)			1004			INDIAN MOUNTAIN HUNTING CLUB
4308		AL		CHEROKEE			587.71				587.71				0							$	(4,113.97	)			1062			BUCK HILL
4309		AL		CHEROKEE			179				179				0							$	(1,074.00	)			1035			LAST SHOT
4311		AL		CLEBURNE			288				288				0			$	1,684.80			$	—				2161			REDNECK HUNTING CLUB
4320		AL		CLEBURNE			128				128				0							$	(640.00	)			2152			SPORTSMAN HUNTING CLUB
4328		GA		▇▇▇▇▇▇▇			387.83				221.73				-166.1							$	(3,602.94	)			2068: 2082:			LOG PILE HUNTING CLUB
4329		GA		HARALSON			478.46				478.46				0							$	(3,827.68	)			2700:			CHIGGER RIDGE HUNTING CLUB
4330		GA		▇▇▇▇▇			49.48				49.48				0							$	(500.00	)			1048			BUCK HEAD ▇▇▇▇ CLUB
4334		GA		POLK			129.69				129.69				0			$	823.53			$	—				1202			CAPE HUNTING CLUB
4341		GA		HARALSON			532.01				532.01				0							$	(4,256.08	)			2701			POACHERS PARADISE HUNTING CLUB
4344		GA		▇▇▇▇▇▇▇			203.37				203.37				0			$	1,932.02			$	—				2220			C AND S HUNTING CLUB
4345		GA		▇▇▇▇▇▇▇			511.32				511.32				0							$	(4,729.71	)			2219			LET-R-RIP HUNTING CLUB
4346		GA		▇▇▇▇▇▇▇			608.22				608.22				0							$	(5,778.09	)			2217: 2218			BW HUNTING CLUB
4349		GA		▇▇▇▇▇▇▇			228.2				228.2				0			$	2,053.80			$	—				22▇▇			▇▇▇▇▇▇ ▇REEK HUNTING CLUB
4350		GA		CHATTOOGA			753.54				753.54				0			$	6,103.67			$	—				0024:			CROSS HUNTING CLUB
4359		GA		GORDON			1328.9				1328.9				0								—				4048: 4063			Removed from LSE# 269, Not leased

The term of the above referenced leases is for the period from July 1 through June 30. To date, not all of the above referenced leases have been renewed for 2011/2012. Seller will update the above referenced list at or prior to closing to include all leases that have renewed prior to closing.

Additional Contracts

	1.		All matters contained in that certain unrecorded Right-of-Way from Inland Paperboard and Packaging, Inc. to Cherokee Electric Cooperative dated May 12, 1998 (Cherokee County, Compartment 11001).
	2.		Unrecorded Easement between Forestar (USA) Real Estate Group Inc. and Alabama Power Company dated May 4, 2009 (▇▇▇▇▇▇▇▇ County, Compartment 13184)
	3.		All matters contained in that certain Unrecorded Easement from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Company to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dated July 8, 1986 (▇▇▇▇▇▇ County, Compartment 10056).

Exhibit C

Form of Alabama Deed

This instrument prepared by:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
999 Peachtree Street, NE
Atlanta, Georgia 30309-3996
When recorded return to:
Tax statements sent to:
Plum Creek Timberlands, L.P.
c/o Tax Coordinator
987 Griswoldville Road
Macon, GA 31217