0001193125-10-068609 Sample Contracts

AMENDED AND RESTATED GUARANTY
Guaranty • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTY, dated as of March 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Guaranty”), made by WELLS TIMBERLAND TRS, INC., a Delaware corporation (the “Guarantor”), in favor of COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lender Parties. This Guaranty amends and restates in its entirety that certain Guaranty, dated as of October 9, 2007 (the “Original Guaranty”), by the Guarantor in favor of the Administrative Agent for the benefit of each Lender Party.

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AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of March 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Wells Partnership”), TIMBERLANDS II, LLC, a Delaware limited liability company (“Wells Timberland”), WELLS TIMBERLAND TRS, INC., a Delaware corporation (“Wells TRS”), WELLS TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“Wells TRS Subsidiary”), WELLS TIMBERLAND HBU, LLC, a Delaware limited liability company (“Wells HBU”) and each Additional Grantor (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in Article I) that may from time to time become a party hereto (Wells Partnership, Wells Timberland, Wells TRS, Wells TRS Subsidiary, Wells HBU and such Additional Grantors are collectively referred to as the “Grantors” and individually as a “Grantor”), in fa

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by WELLS TIMBERLAND REIT, INC. a Maryland corporation (the “Grantor”), in favor of COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of itself and each other Lender Party (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in Article I). This Agreement amends and Restates in its entirety that certain Security Agreement, dated as of October 9, 2007 (the “Original Security Agreement”), by the Grantor in favor of the Administrative Agent for the benefit of itself and each other Lender Party.

AMENDED AND RESTATED LIMITED GUARANTY
Limited Guaranty • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED LIMITED GUARANTY, dated as of March 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Guaranty”), made by WELLS TIMBERLAND REIT, INC., a Maryland corporation (the “Guarantor”), in favor of COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lender Parties. This Guaranty amends and restates in its entirety that certain Guaranty, dated as of October 9, 2007 (the “Original Guaranty”), by the Guarantor in favor of the Administrative Agent for the benefit of each Lender Party.

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2010, among TIMBERLANDS II, LLC and WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., as the Borrowers, COBANK, ACB, as the Administrative Agent and Co-Arranger, WELLS FARGO SECURITIES, LLC as...
Credit Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2010 (this “Agreement”), among TIMBERLANDS II, LLC, a Delaware limited liability company (“Wells Timberland”), and WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Wells Partnership”; Wells Timberland and Wells Partnership each a “Borrower” and collectively, the “Borrowers”), the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “Lenders”), and COBANK, ACB (“CoBank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms to Article I.

AMENDMENT ONE TO THE FIBER SUPPLY AGREEMENT
Fiber Supply Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts

This AMENDMENT (“Amendment One”), executed this 28 day of Jan, 2010, to the original FIBER SUPPLY AGREEMENT, dated October 9, 2007 (“FSA”), is made by and between Wells TRS Harvesting Operations, LLC, a Delaware limited liability company (“Supplier”), MEADWESTVACO CORPORATION (“Parent”), and MEADWESTVACO COATED BOARD, INC., a Delaware corporation (“MeadWestvaco”).

MASTER STUMPAGE AGREEMENT Among TIMBERLANDS II, LLC, WELLS TRS HARVESTING OPERATIONS, LLC, and MEADWESTVACO COATED BOARD, INC.
Master Stumpage Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This Master Stumpage Agreement is made as of October 9, 2007 (the “Effective Date”) by and among Timberlands II, LLC, a Delaware limited liability company (“Owner”), Wells TRS Harvesting Operations, LLC, a Delaware limited liability company (“Buyer”), and MeadWestvaco Coated Board, Inc. a Delaware corporation (“MeadWestvaco”).

AMENDED AND RESTATED TIMBER MANAGER SUBORDINATION AGREEMENT
Timber Manager Subordination Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts

AMENDED AND RESTATED TIMBER MANAGER SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 24, 2010, among (i) COBANK, ACB, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of itself and each other Lender Party (such capitalized term and all other capitalized terms used herein shall have the meanings provided in Section 1.1), (ii) TIMBERLANDS II, LLC, a Delaware limited liability company (“Wells Timberland”), and WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Wells Partnership” and, together with Wells Timberland, each a “Borrower” and collectively, the “Borrowers”) and (iii) WELLS TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“Wells TRS Subsidiary”), (iv) WELLS TIMBERLAND HBU, LLC, a Delaware limited liability company (“Wells HBU” and together with the Borrowers and Wells TRS Subsidiary, each a “Loan Party” and collectively, the “Loan Parties”) and (v) FOREST RESOURCE C

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of March 24, 2010 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Wells Partnership”), TIMBERLANDS II, LLC, a Delaware limited liability company, (“Wells Timberland”; and together with Wells Partnership, each a “Borrower” and collectively, the “Borrowers”), WELLS TIMBERLAND TRS, INC., a Delaware corporation (“Wells TRS”), WELLS TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“Wells TRS Subsidiary”), WELLS TIMBERLAND HBU, LLC, a Delaware limited liability company (“Wells HBU”), and each Additional Grantor (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in Article I) that may from time to time become a party hereto (the Borrowers, Wells TRS, Wells TRS Subsidiary, Wells HBU and such Additional Grantors are collective

FIBER SUPPLY AGREEMENT by and among WELLS TRS HARVESTING OPERATIONS, LLC, MEADWESTVACO CORPORATION and MEADWESTVACO COATED BOARD, INC. October 9, 2007
Fiber Supply Agreement • March 26th, 2010 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This FIBER SUPPLY AGREEMENT, dated as of October 9, 2007 (this “Agreement”), is made by and between Wells TRS Harvesting Operations, LLC, a Delaware limited liability company (“Supplier”), MEADWESTVACO CORPORATION (“Parent”), and MEADWESTVACO COATED BOARD, INC., a Delaware corporation (“MeadWestvaco”).

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