0001341141-12-000018 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 19th, 2012 • Wells Timberland REIT, Inc. • Real estate investment trusts

This Amendment, made and entered into as of March 16, 2012, and effective as of April 1, 2012 (this “Amendment No. 2”), amends the Amended and Restated Advisory Agreement dated as of July 11, 2010, as renewed as of July 10, 2011 (the “Agreement”) among Wells Timberland REIT, Inc., a Maryland corporation (the “Company”), Wells Timberland Operating Partnership, L.P., a Delaware limited liability partnership (the “Partnership”), and Wells Timberland Management Organization, LLC, a Georgia limited liability company (the “Advisor”), as amended by Amendment No. 1 to the Agreement (“Amendment No. 1”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 19th, 2012 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 13, 2011 (this “Amendment Agreement”), among TIMBERLANDS II, LLC, a Delaware limited liability company (“Wells Timberland”), WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Wells Partnership”; Wells Timberland and Wells Partnership each a “Borrower” and together, the “Borrowers”), the various other Loan Parties (as hereinafter defined) parties hereto, the various financial institutions parties hereto (collectively, the “Lenders”), and COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

DTA Liability Discharge Agreement
Dta Liability Discharge Agreement • March 19th, 2012 • Wells Timberland REIT, Inc. • Real estate investment trusts

This agreement is made and entered into as of January 20th, 2012 (the “Effective Date”) among Wells Timberland REIT, Inc. (the “REIT”) and Wells Timberland Operating Partnership, L.P. (the “Operating Partnership”) on behalf of themselves and their subsidiaries (collectively, the “Company”), and Wells Timberland Management Organization, LLC (the “Wells TIMO”).

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