Pine In-woods Chip Supply Agreement - Plymouth, North Carolina

Exhibit 10.20

PLYMOUTH PINE IN-WOODS CHIP SUPPLY AGREEMENT

PINE IN-WOODS CHIP SUPPLY AGREEMENT (this " Agreement" ) made this 5th day of March 2007 between WEYERHAEUSER COMPANY, a Washington corporation (hereinafter referred to as " Weyerhaeuser" ), and DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (hereinafter referred to as " Domtar" ).

RECITALS

A. Pursuant to an Amended and Restated Transaction Agreement dated as of January 25, 2007 (" Transaction Agreement" ) Domtar will be conveyed, inter alia , certain assets located at Plymouth, North Carolina.

B. Weyerhaeuser has available for sale pine in-woods produced chips that it produces or will produce from the timberlands owned by Weyerhaeuser and located in North Carolina. Unless the context otherwise requires, all references herein to " in-woods chips" or " chips" , will be deemed to refer to pine in-woods produced chips. C. Domtar requires or may require in-woods chips, and is desirous of purchasing all or a portion of such in-woods chips produced by Weyerhaeuser from the timberlands owned by Weyerhaeuser for its kraft pulp and paper mill situated in Plymouth, North Carolina.

AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter contained, Domtar and Weyerhaeuser agree herein as follows:

1. TERM, RENEWAL AND TERMINATION: 1.1 This Agreement shall be effective as of April 1, 2007 (the " Effective Date" ) and shall remain in effect until March 31, 2008 (the " Initial Term" ).

1.2 Weyerhaeuser agrees to sell and Domtar agrees to buy pine in-woods chips under this Agreement for an additional term of Four (4) years (the " Second Term" ), which shall commence upon expiration of the Initial Term. Weyerhaeuser and Domtar agree to notify the other party at least Twelve (12) months prior to the expiration of the Second Term if either party wishes to not renew this Agreement. Domtar and Weyerhaeuser agree that the terms set forth under Section 2, Quantities ,) and Sections 7.1 and 7.2, Price, Payment and Price Determination , will be reviewed and agreed to annually by both parties during the Second Term. For each successive year during the Second Term, quantities will be adjusted to reflect available Weyerhaeuser harvest capability and the price will be adjusted to reflect the then current fair market value. By June 30 of each calendar year during the Second Term, Weyerhaeuser will provide Domtar with a rolling estimate of the available quantities for the next three (3) years. Any dispute, issue, or controversy arising pursuant to this Section 1.2 shall be handled by the Dispute Resolution process outlined in Section 9.1 of this Agreement.

1.3 This Agreement shall terminate automatically upon: (i) the bankruptcy of either party or the making of an assignment for the benefit of creditors, or the appointment of a trustee or receiver and manager or liquidator for such party or for all or a substantial part of its property, or the commencement of bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against such party under the laws of any jurisdiction; (ii) the default of a party in performing a material obligation hereunder, provided that: (a) the other party shall have first given written notice of such default to the party in default (a " Default Notice" ), which Default Notice shall set out in reasonable detail the particulars of the default alleged, and (b) such default shall not have been remedied within 15 days of receipt thereof by the party in default; or

(iii) the mutual consent of the parties.

2. QUANTITIES:

Subject to Section 8, Weyerhaeuser agrees to sell, and Domtar agrees to purchase such quantities of in-woods chips which Domtar requires, delivered at the times required, for its kraft pulp and paper mill which Domtar owns at Plymouth, North Carolina (the " Mill" ). Weyerhaeuser shall supply to Domtar on an annual basis approximately 120,000 tons of in-woods produced chips, from its timberlands operations in North Carolina during the Initial Term. 3. SPECIFICATION AND QUALITY:

3.1 In-woods chips sold hereunder shall be of a quality which is satisfactory for use in a kraft pulp mill of the type being operated by Domtar and shall meet the pine chip specifications set forth in Exhibit " A" .

3.2 Payment will be made in accordance with Exhibit " B" and only for the actual quantity of chips that meet the specifications set forth in Exhibit " A" . No payment will be made for chips which, for any reason, fail to meet these specifications.

3.3 Domtar shall make statistically valid measurements and tests as it, in its absolute discretion, deems necessary to determine the quantity and quality of in-woods chips supplied by Weyerhaeuser. Domtar shall communicate the results of the measurements and tests in a timely manner. Weyerhaeuser shall accept and be bound by such measurements and tests, and the results thereof, subject always to Weyerhaeuser' s right to verify said measurements, tests and results upon reasonable prior notice and during regular business hours. Any correction required to be made by a party to an amount paid for a particular shipment of chips as a result of this Section 3.3 shall not, in any case, be made to an amount paid for a shipment of chips delivered more than 90 days prior to such measurement and testing.


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3.4 In recognition that an individual trailer load or partial trailer load of chips that fails to conform to the specifications set forth in Exhibit " A" may cause Domtar unacceptable handling, production or quality problems, Domtar shall reject such loads not meeting the specifications in any manner Domtar chooses without holding such chips for Weyerhaeuser' s further inspection. Unless otherwise agreed, Domtar shall not pay Weyerhaeuser for any chips not meeting specifications. In the event a trailer load or partial trailer load of chips is found not to meet the chip specifications set forth in Exhibit " A" , Domtar shall have the right to refuse further deliveries of chips until such time Domtar is satisfied that satisfactory steps have been taken by Weyerhaeuser to rectify the cause of the failure to meet the chip specifications under the terms of Exhibit " A" .

4. WEIGHT DETERMINATION:

All in-woods chips delivered hereunder shall be weighed by Domtar. Weighing and basis for payment for truck delivered chips shall be by ton weight. A ton is 2,000 pounds. Subject to Section 3.3, Weyerhaeuser agrees to be bound by Domtar' s weigh scale.

5. DELIVERY:

5.1 All in-woods chips shall be delivered by Weyerhaeuser in approximately equal monthly installments and as near as possible at uniform daily rates, subject to alternative delivery schedules as Domtar and Weyerhaeuser may from time to time agree upon in writing so as to accommodate, where possible, the other party' s production schedules, and subject, where possible, to any plant shutdowns incurred by either party. Delivery shall take place at the Mill' s chip truck dumper. 5.2 Weyerhaeuser and Domtar agree to mutually explore techniques and meth ...