EX-10.19 GEORGIA FORM OF RECOGNITION AGREEMENT



 





Exhibit 10.19




[Form – Georgia]




AFTER RECORDING, PLEASE RETURN

THIS INSTRUMENT TO:


Sutherland Asbill & Brennan LLP

999 Peachtree Street NE

Atlanta, Georgia 30309

Attn: Victor P. Haley

(404) 853-8000




RECOGNITION AGREEMENT

(Fiber Supply Agreement)




by and among




WELLS TRS HARVESTING OPERATIONS, LLC,

TIMBERLANDS II, LLC,

MEADWESTVACO COATED BOARD, INC.,

MEADWESTVACO CORPORATION,




COBANK, ACB, as administrative agent




and




WACHOVIA BANK, N.A., as administrative agent




 






Dated as of October 9, 2007




 






 









 





RECOGNITION AGREEMENT

(Fiber Supply Agreement)

(Georgia)




     RECOGNITION AGREEMENT, dated as of October 9, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Agreement”), among WELLS TRS HARVESTING
OPERATIONS, LLC, a Delaware limited liability company (together with such company and with any
assignee or delegate of any of its rights and/or responsibilities under the Fiber Supply Agreement
(as defined below), the “Supplier”), TIMBERLANDS II, LLC, a Delaware limited liability
company (“Wells Timberland”; together with any future owner of the Timberlands (as defined
below), the “Owner”), MEADWESTVACO COATED BOARD, INC., a Delaware corporation
(“MW”), MEADWESTVACO CORPORATION, a Delaware corporation (the “Parent”), COBANK,
ACB, as administrative agent (in such capacity, the “Senior Administrative Agent”) for the
2007 Senior Lenders (as defined below), and WACHOVIA BANK, N.A., as administrative agent (in such
capacity, the “Subordinated Administrative Agent”) for the 2007 Subordinated Lenders (as
defined below).



W I T N E S S E T H:




     WHEREAS, the Supplier, the Parent, and MW have entered into the Fiber Supply Agreement, dated
as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time,
the “Fiber Supply Agreement”), and Wells Timberland, the Supplier, the Parent and MW have
entered into the Master Stumpage Agreement, dated as of the date hereof (as amended, restated,
modified or otherwise supplemented from time to time, the “Master Stumpage Agreement”),
each of which Agreements affects certain land with the timber thereon and appurtenances thereto
more particularly described in Exhibit A attached hereto (collectively, the “Timberlands”);



     WHEREAS, Wells Timberland and Wells Timberland Acquisition, LLC, a Delaware limited liability
company (“Wells Acquisition”; together with Wells Timberland, the “Borrowers”),
various financial institutions (collectively, the “2007 Senior Lenders”) and the Senior
Administrative Agent are parties to the Senior Credit Agreement, dated as of the date hereof (as
amended, restated or otherwise modified from time to time, the “Senior Credit Agreement”),
pursuant to which the 2007 Senior Lenders will make certain loans (the “Senior Loans”) in
favor of the Borrowers;



     WHEREAS, Wells Timberland and Wells Acquisition, various financial institutions (collectively,
the “2007 Subordinated Lenders”) and the Subordinated Administrative Agent are parties to
the Subordinated Credit Agreement, dated as of the date hereof (as amended, restated or otherwise
modified from time to time, the “Subordinated Credit Agreement”), pursuant to which the
2007 Subordinated Lenders will make certain loans (the “Subordinated Loans”) in favor of
the Borrowers;



     WHEREAS, as security for the Senior Loans and all other obligations of the Borrowers and the
other loan parties under the Senior Credit Agreement and the other Loan Documents (as defined in
the Senior Credit Agreement), Wells Timberland has executed first priority perfected



 









 




deeds to secure debt, assignments of leases and rents and security agreements (collectively,
the “2007 Senior Mortgages”) in favor of the Senior Administrative Agent for the benefit of
the 2007 Senior Lenders with respect to all of the Timberlands;




     WHEREAS, as security for the Subordinated Loans and all other obligations of the Borrowers and
the other loan parties under the Subordinated Credit Agreement and the Subordinated Debt Documents
(as defined in the Senior Credit Agreement), Wells Timberland has executed second priority
perfected deeds to secure debt, assignments of leases and rents and security agreements
(collectively, the “2007 Subordinated Mortgages”) in favor of the Subordinated
Administrative Agent for the benefit of the 2007 Subordinated Lenders with respect to all of the
Timberlands;



     WHEREAS, the Supplier has guaranteed the repayment of the Senior Loans, the Subordinated Loans
and of all other obligations of the Borrowers and the other loan parties under the Loan Documents
and the Subordinated Debt Documents;



     WHEREAS, as security for the Senior Loans and all other obligations of the Borrowers and the
other loan parties under the Loan Documents, each of the Supplier and Wells Timberland has
collaterally assigned, and granted a first priority security interest in, among other things, all
of its right, title and interest in, to and under, the Fiber Supply Agreement to the Senior
Administrative Agent for the benefit of the 2007 Senior Lenders;



     WHEREAS, as security for the Subordinated Loans and all other obligations of the Borrowers and
the other loan parties under the Subordinated Debt Documents, each of the Supplier and Wells
Timberland has collaterally assigned, and granted a second priority security interest in, among
other things, all of its right, title and interest in, to and under, the Fiber Supply Agreement to
the Subordinated Administrative Agent for the benefit of the 2007 Subordinated Lenders;



     WHEREAS, the Senior Administrative Agent and the 2007 Senior Lenders require, as a condition
to the 2007 Senior Lenders’ making the Senior Loans pursuant to the Senior Credit Agreement, that
the parties hereto execute and deliver this Agreement;



     WHEREAS, the Subordinated Administrative Agent and the 2007 Subordinated Lenders require, as a
condition to the 2007 Subordinated Lenders’ making the Subordinated Loans pursuant to the
Subordinated Credit Agreement, that the parties hereto execute and deliver this Agreement; and



     WHEREAS, all of the parties hereto wish for any person or party (a “Lender,” and
collectively, the “Lenders”), to which, now or in the future, any fee or leasehold interest
owner of all or any of the Timberlands grants or conveys any mortgage, deed to secure debt or
security agreement or other collateral interest of or in all or any of the Timberlands and/or of
or in the Owner or the Supplier’s rights under the Fiber Supply Agreement (any such mortgage, deed
to secure debt or security agreement is herein called a “Mortgage,” and collectively, and
including the 2007 Senior Mortgages and the 2007 Subordinated Mortgages, the “Mortgages”),
to have the benefits and burdens of this Agreement.



 









 





     NOW, THEREFORE, in consideration of the premises set for the herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby confirmed, the parties hereto hereby
agree as follows:



ARTICLE I

MORTGAGES RESPECTING TIMBERLANDS




     SECTION 1.1 Consents to Current and Future Mortgages. Each of MW and the Parent
consents to the 2007 Senior Mortgages and the 2007 Subordinated Mortgages and to the exercise by
the Senior Administrative Agent, the Subordinated Administrative Agent, the 2007 Senior Lenders and
the 2007 Subordinated Lenders of any and all of their rights under such 2007 Senior Mortgages and
2007 Subordinated Mortgages, respectively. In addition, and notwithstanding any term of the Fiber
Supply Agreement or any other agreement or instrument to which MW and/or the Parent is or may be a
party, at any time and from time to time, the Owner and/or the Supplier, without the consent of, or
review by, MW or the Parent, may grant, convey, or otherwise create Mortgages, so long as (a) each
such Mortgage is effectively subject to the Fiber Supply Agreement, (b) any subsequent Transfer (as
defined in the Fiber Supply Agreement) of Timberlands upon the enforcement by any such Lender of
any rights under such Mortgage or other similar liens is subject to the Fiber Supply Agreement so
that the transferee from such Lender takes the Timberlands subject to the Fiber Supply Agreement
and (c) MW and the Parent are given written notice of any such Mortgage (other than the 2007 Senior
Mortgages and the 2007 Subordinated Mortgages) at least ten days prior to the effective date
thereof.



     SECTION 1.2 Mortgage Protective Provisions. The following shall apply to each
Mortgage:



          (a) Upon (i) the occurrence and during the continuance of any default by the Supplier or the
Owner under the Fiber Supply Agreement, (ii) any event that would allow MW or the Parent to
exercise remedies under the Fiber Supply Agreement or (iii) any event that would allow MW to accept
assignment of the Supplier’s rights under the Master Stumpage Agreement, MW shall provide the
Lenders with immediate written notice (a “Default Notice”) thereof; provided, that the
obligation of MW to provide any Default Notice shall not arise until MW has, or should have had
(with the exercise of reasonable business due diligence), actual notice of any of the items
specified in Section 1.2 (a) (i), (ii), or (iii) above. No Default Notice shall be effective
unless and until a copy of the Default Notice is provided to the Lenders in accordance with the
provisions of Section 2.2.




          (b) After receipt by the Lenders of a Default Notice, the Lenders shall have the right, in
their sole discretion, but not the obligation, for a period (the “Cure Period”) of 180 days
following the Lenders’ receipt of the Default Notice, to cure the default specified in the Default
Notice within such time as the Lenders, through the exercise of reasonable diligence, may
reasonably require to cure or cause to be cured such default, including any time required to obtain
possession of and title to the interest in the Timberlands by foreclosure or otherwise. During the
Cure Period, MW shall not be permitted to terminate the Fiber Supply Agreement, but shall be
permitted to exercise any other right or remedy available to it under the Fiber Supply Agreement,
including the rights and remedies set forth in Section 7.2 of the Fiber Supply Agreement. If
during a Cure Period (i) MW exercises its right under Section 7.2 of the Fiber Supply Agreement to
cause the Supplier’s rights, interests and obligations in and under the




 









 







Master Stumpage Agreement to be assigned to it and (ii) the Lenders cure the default specified
in the applicable Default Notice on or prior to the expiration of the Cure Period, MW shall assign
such Section 7.2 rights, interests and obligations to the Lenders or their designee, which may, at
the sole election of the Lenders, be the Supplier. MW shall accept performance and enforcement of
the Supplier’s obligations and rights under the Fiber Supply Agreement by the Lenders and their
assigns and designees.




          (c) In the event of (i) the institution of any foreclosure, trustee’s sale or other like
proceeding, (ii) the appointment of a receiver for the Supplier or the Timberlands, (iii) the
exercise of rights to collect rents under any Mortgage or assignment of rents, (iv) the recording
by any Lender of a deed in lieu of foreclosure for the Timberlands or (v) any transfer or
abandonment of possession of the Timberlands to a Lender in connection with any case or proceedings
affecting the Supplier under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such
action in the preceding clauses is herein called a “Specified Transfer”, and the Lender or
any party taking title to the Timberlands in connection with a Specified Transfer is herein called
the “Transferee”), upon any such Transferee succeeding to the interest of the Supplier
under the Fiber Supply Agreement, MW shall attorn to the Transferee and recognize it as the
applicable party under the Fiber Supply Agreement for its remaining term.




          (d) In no event shall any Lender or any Transferee have any liability with respect to, or be
subject to, any of the following: (i) any amendment, modification, termination or subordination of
the Fiber Supply Agreement to which the Lender has not given its prior written consent; (ii) any
prepayment made by MW under the Fiber Supply Agreement; (iii) any default under the Fiber Supply
Agreement that occurred prior to the Transferee’s obtaining title to an interest in the
Timberlands, except to the extent said default continues thereafter; (iv) any such default that is
impossible or impractical for Lenders or the Transferee to cure; and (v) any offsets or defenses
that MW or the Parent may assert against Wells Timberland or the Supplier as a result of any
events, actions, or omissions that occurred prior to the Transferee’s obtaining title to an
interest in the Timberlands. MW and the Parent hereby jointly and severally agree to execute and
deliver such instruments and agreements as may be reasonably requested by any Lender to confirm the
provisions of this Agreement. Notwithstanding anything to the contrary appearing in this
Agreement, nothing in this Agreement, including, without limitation, the provisions of this Section
1.2(d), shall limit the recourse of MW and Parent against, or the obligations to MW or Parent of,
Supplier, Owner or their respective successors and assigns.




     SECTION 1.3 Limitations on Assignment and Substitution. Notwithstanding any terms of
any agreement, including, without limitation, the assignment and substitution rights provided to MW
under Section 10.2 of the Fiber Supply Agreement, MW and/ or the Parent shall not, without the
prior written consent of the Lenders, which consent may be withheld by the Lenders in their sole
discretion, assign or delegate to, or cause to be assumed by, any other party any of the rights or
responsibilities of MW and/or the Parent under the Fiber Supply Agreement.



ARTICLE II

MISCELLANEOUS




     SECTION 2.1 Senior Administrative Agents Act for All 2007 Lenders. So long as there
are any obligations outstanding or unpaid under the Senior Credit Agreement, the Subordinated
Credit Agreement, the other Loan Documents or the other Subordinated Debt



 









 




Documents, respectively, all references in this Agreement to a “Lender” or the “Lenders” shall
be deemed to refer to the Senior Administrative Agent and the Subordinated Administrative Agent,
respectively, who, individually, on behalf of all Lenders under the Loan Documents and Subordinated
Debt Documents, respectively, shall receive all notices, provide all communications, and take all
other actions taken pursuant to this Agreement. Additionally, in the case of any Mortgage (other
than the 2007 Senior Mortgages and the 2007 Subordinated Mortgages) securing loans and other
obligations under or in connection with a loan agreement or credit agreement having or providing
for multiple Lenders, all references in this Agreement to a “Lender” or the “Lenders” thereunder
shall be deemed to refer to the administrative agent (or the functional equivalent) thereunder,
who, individually and on behalf of all such Lenders under such loan or credit agreement, shall
receive all notices, provide all communications, and take all other action son behalf of such
Lenders pursuant to this Agreement.




     SECTION 2.2 Notices. All notices and other communications provided to any party
hereto under this Agreement shall be in writing, shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier, and addressed as specified
by the Lenders and the parties hereto, with the current parties to be addressed as follows:



	 	 	 
	If to the Supplier:

	 	Wells TRS Harvesting Operations, LLC
	 

	 	c/o Wells REIT, Inc.
	 

	 	6200 The Corners Parkway
	 

	 	Norcross, Georgia 30092-3365
	 

	 	Attention: Don Warden
	 

	 	Facsimile No.: 770-243-8367
	 
	 	 
	If to Wells Timberland:

	 	Timberlands II, LLC
	 

	 	c/o Wells REIT, Inc.
	 

	 	6200 The Corners Parkway
	 

	 	Norcross, Georgia 30092-3365
	 

	 	Attention: Don Warden
	 

	 	Facsimile No.: 770-243-8367
	 
	 	 
	 

	 	With a copy to:
	 

	 	Powell Goldstein LLP
	 

	 	One Atlantic Center, Fourteenth Floor
	 

	 	1201 West Peachtree Street, N.W.
	 

	 	Atlanta, Georgia 30309-3488
	 

	 	Attention: Glen Dunaway, Esq.
	 

	 	Facsimile No.: 404-572-6999
	 
	 	 
	If to MW or the Parent:

	 	Corporate Secretary
	 

	 	MeadWestvaco Corporation
	 

	 	1013 West Broad Street
	 

	 	Glen Allen, Virginia 23060






 









 






	 	 	 
	 

	 	With a copy to, if by courier:
	 
	 

	 	MeadWestvaco Corporation
	 

	 	Plant Manager, Mahrt Mill
	 

	 	Highway 165 South
	 

	 	Cottonton, Alabama 36851
	 
	 

	 	With a copy to, if by US Post Office:
	 
	 

	 	MeadWestvaco Corporation
	 

	 	Plant Manager, Mahrt Mill
	 

	 	P.O. Box 520
	 

	 	Phoenix City, Alabama 36868
	 
	 	 
	If to the 2007 Senior Lenders,
	 	 
	to the Senior Administrative Agent:

	 	CoBank, ACB
	 

	 	5500 S. Quebec Street
	 

	 	Greenwood Village, Colorado 80111
	 

	 	Attention: Syndications Coordinator, Corporate
	 

	 	     Finance Division
	 

	 	Facsimile No.: 303-694-5830
	 
	 	 
	If to the 2007 Subordinated
	 	 
	Lenders, to the Subordinated
	 	 
	Administrative Agent:

	 	Wachovia Bank, National Association
	 

	 	301 South College Street, NC0174
	 

	 	Charlotte, North Carolina 28288-01741
	 

	 	Attention: Roger Shreero, Structured
	 

	 	     Asset Finance
	 

	 	Facsimile No.: (704) 715-0065





The above parties may, by notice given hereunder, designate any further or different addresses to
which subsequent notices or other communications shall be sent. Notices sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient).




     SECTION 2.3 Applicable Law; Successors and Assigns. THIS RECOGNITION AGREEMENT SHALL
BE GOVERNED AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON
THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.



     SECTION 2.4 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS RECOGNITION AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR



 









 




WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
FEDERAL OR STATE COURTS OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN AND IN THE COUNTY OF NEW
YORK. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HERETO FURTHER
IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY EXPRESSLY AND
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT ANY PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS RECOGNITION
AGREEMENT AND THE OTHER LOAN DOCUMENTS.




     SECTION 2.5 Waiver of Jury Trial, etc. EACH PARTY HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS RECOGNITION
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT THEY HAVE RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE SENIOR ADMINISTRATIVE AGENT AND THE SUBORDINATED
ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT.



     SECTION 2.6 Counterparts. This Agreement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute but one and the same agreement.



     SECTION 2.7 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.



     SECTION 2.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the



 









 




extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provisions in any other
jurisdiction.




     SECTION 2.9 Amendment, Waiver. Neither this Agreement nor any of the terms hereof may
be terminated, amended, supplemented, waived or modified except by an instrument in writing signed
by the Owner, MW, and all Lenders holding a Mortgage on any portion of the Timberlands on the date
of the instrument.



     SECTION 2.10 Survival. All agreements, statements, representations and warranties
made by the parties herein shall be considered to have been relied upon by the Senior
Administrative Agent, the Subordinated Administrative Agent, the 2007 Senior Lenders and the 2007
Subordinated Lenders and shall survive the execution and delivery of this Agreement.



     SECTION 2.11 No Waiver; Remedies Cumulative. No failure or delay on the part of any
Lender in exercising any right, power or privilege hereunder, and no course of dealing between a
Lender and any other party, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other exercise, or the further
exercise, of any other right, power or privilege hereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies which the Lender or
any party would otherwise have.



[Signature Pages to Follow]




 









 








     IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by
persons authorized to sign on their respective behalf, all as of the day and date first above set
out.



	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED IN THE	 	WELLS TRS HARVESTING OPERATIONS,	 	 
	PRESENCE OF:	 	LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Payal Patel 	 	By: Forest Resource Consultants,
Inc., a Georgia limited liability
company, Its Manager	 	 
	 	 	 	 	 	 	 
	Unofficial Witness	 	 	 	 	 	 
	Print Name:
	 	Payal Patel 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ David Foil 	 	 
	 

	 	 	 	 	 	 

Name: David Foil
	 	 
	/s/
Diane L. Wiles 

	 	 	 	Title: President	 	 
	 	 	 	 	 	 	 
	Notary Public	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(Seal)	 	 
	My commission expires:
8/23/11	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED IN THE 

PRESENCE OF:	 	TIMBERLANDS II,
LLC, a Delaware 

limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Payal Patel 	 	By: Wells Timberland Management

Organization, LLC, a Georgia

limited liability company, Its Manager	 	 
	 	 	 	 	 	 	 
	Unofficial Witness	 	 	 	 	 	 
	Print Name:
	 	Payal Patel 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jess E. Jarratt 	 	 
	 

	 	 	 	 	 	 

Name: Jess E. Jarratt
	 	 
	/s/
Diane L. Wiles 

	 	 	 	Title: President	 	 
	 	 	 	 	 	 	 
	Notary Public	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	(Seal)	 	 
	My commission expires:
8/23/11	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 






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	SIGNED, SEALED AND 

DELIVERED IN THE PRESENCE OF:	 	MEADWESTVACO COATED BOARD, INC., 

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	/s/  John
B. Hagerty

	 	By: 	 	James H. Hill 	 	 
	 	 	 	 	 
 	 	 
	Unofficial Witness	 	 	 	Name:  James H. Hill	 	 
	Print Name:

	 	John B.
Hagerty 
	 	 	 	Title:  Vice President
— Forestry	 	 
	/s/  Jennifer P. Coleman 
	 	 	 	 	 
	Notary Public	 	(Seal) 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	My commission
expires: 9/20/10	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND DELIVERED IN 

THE PRESENCE OF:	 	MEADWESTVACO COATED BOARD, INC., a
Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	/s/  John
B. Hagerty 
	 	By:	 	/s/  James H. Hill 	 	 
	 	 	 	 	 
 	 	 
	Unofficial Witness	 	 	 	Name: James H. Hill 	 	 
	Print Name:

	 	John B. Hagerty	 	 	 	Title: Vice President — Forestry	 	 
	 

	 	 

	 	 	 	 	 	 
	/s/  Jennifer P. Coleman 
	 	 	 	 	 
	Notary Public	 	(Seal) 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	My commission
expires: 9/20/10	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





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Signature and Acknowledgement Page 2


 









 







	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND 

DELIVERED IN THE PRESENCE OF:	 	COBANK, ACB,
 as administrative agent for the lenders under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Mandy Valdes 
	 	By: 	 	/s/ Michael Tousignant 	 	 
	 	 	 	 	 
 	 	 
	Unofficial Witness	 	 	 	Name:   Michael Tousignant	 	 
	Print Name:
	 	Mandy Valdes 	 	 	 	Title:   VP	 	 
	 
	 	 
	 	 	 	 	 	 
	/s/ Floy H. Jeffares 	 	 	 	 
	 	 	 	 	 	 	 
	Notary Public	 	(Seal) 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	My commission expires:   11/24/07	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 








	 	 	 	 	 	 	 	 	 
	SIGNED, SEALED AND 

DELIVERED IN THE PRESENCE OF:	 	WACHOVIA BANK, N.A., as administrative
agent for the lenders under the Subordinated Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Charlotte Williams 
	 	By: 	 	/s/ Steve W. Whitcomb 	 	 
	 	 	 	 	 
 	 	 
	Unofficial Witness	 	 	 	Name:   Steve W. Whitcomb	 	 
	Print Name:
	 	Charlotte Williams 	 	 	 	Title:   Director	 	 
	 
	 	 
	 	 	 	 	 	 
	/s/ Shara L. Craver 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Notary Public	 	(Seal) 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	My commission expires:   11/04/08	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NOTARY SEAL]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






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EXHIBIT A

LEGAL DESCRIPTION OF TIMBERLANDS