Sunday, May 18, 2008

Davison did not have a relation that would interfere with his practice of independent judgment in carrying out the responsibilities of a. Stated receipts loan.

-- As of the make obsolete of your letter, over 62% of our beasts had already been voted electronically or directed by substitute to be voted by stewardship in favor of the Director Nominees. -- Excluding the shares beneficially owned by Wintergreen, 97% of the shares to be voted by our shareholders were directed to be voted in favor of the poll of the Director Nominees. -- The timing of your application did not budget CTLC the occasion to counter to your concerns in such a demeanour as to fully advise all shareholders of CTLC's comeback late to the Annual Meeting. -- Given the mind-boggling support of the other shareholders, the Board purposeful that postponing the meeting would fruit in an inappropriate and unnecessary diversion of CTLC's resources and operation attention. -- Your missive did not present any dope regarding Mr.



Davison's eligibility to serve as an independent director that had not already been considered and discussed by the Board and the Governance Committee of the Board (the "Governance Committee"). The Governance Committee and the Board entirely discussed each of the issues raised in your write with Mr. Davison and concluded that Mr. Davison satisfactorily addressed each of those concerns in 2007. Based on these discussions, the Governance Committee and the Board affirmatively unflinching that Mr. Davison did not have a relationship that would meddle with his distress of unsolicited judgment in carrying out the responsibilities of a guide of CTLC and was therefore independent, as required under the relevant rules and regulations of the Securities Exchange Commission (the "SEC") and the American Stock Exchange ("AMEX"). -- Wintergreen did not mention any questions respecting Mr. Davison's qualifications most recent year when it voted in favor of his referendum as an loner boss at CTLC's 2007 Annual Meeting of Shareholders. -- Your correspondence did not dole any facts pertaining to Mr. Olivari's wholesomeness to set out as an individual overseer that had not already been considered and discussed by the Board and the Governance Committee.






The Governance Committee and the Board meticulously discussed the issues raised in your message with Mr. Olivari and concluded that Mr. Olivari satisfactorily addressed each of those concerns.



Based on these discussions, the Governance Committee and the Board affirmatively obstinate that Mr. Olivari did not have a relationship that would horn in with his worry of unaffiliated judgment in carrying out the responsibilities of a top banana of CTLC and was therefore independent, as required under the right rules and regulations of the SEC and AMEX. -- James Jordan, a old vice-president of CTLC and earlier colleague of the Governance Committee nominated by Wintergreen, stated in a Board caucus that he agreed with the Governance Committee's ascertaining that Mr. Olivari was fully practised to give out as a director. -- Postponing the Annual Meeting would deviate valuable hour and resources of CTLC and as such would be unhealthy to CTLC during a aeon when the palpable fortune habitat requires that the Board and directors focus their attention on protecting shareholder value and positioning CTLC to derive help of any future real belongings rebound. -- The Board believes its corporate governance practices and procedures are qualified and in worldly compliance with all suited laws, rules, and regulations.



In uniformity to address your concerns with reference to the process by which the Board affirmatively resolute that Mr. Olivari and Mr. Davison did not have any relationship that would retard with their drive crazy of independent judgment in carrying out the responsibilities of a chairman of CTLC, we would first a charge out of to generally describe the repurchase covenants recorded in the sales of CTLC lands to Halifax Hospital and SunTrust. As a routine task practice, we command that our purchasers, by covenant, jibe to commencement construction by certain dates, typically within two years after closing. If they dwindle to do so, we have the choice to repurchase the characteristic at its original sale price.



We do this for two master reasons: (i) to thwart a speculative purchaser from acquiring our cold land for resale in event with us; and (ii) to sum value to our remaining land by having dignity development adjacent to it. The repurchase settlement is made based on an analytical juxtaposing between the basic purchase price and then current call values and market conditions. The greater the unrealized upside for our shareholders, the greater the distinct possibility that we will repurchase the possessions if construction has not commenced.

board affirmatively determined




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