EX-10.14 PLEDGE AGREEMENT



 





Exhibit 10.14

PLEDGE AGREEMENT




     PLEDGE AGREEMENT, dated as of October 9, 2007 (as amended, supplemented, restated or otherwise
modified from time to time, this “Agreement”), made by WELLS TIMBERLAND TRS, INC., a
Delaware corporation (“Wells TRS”), WELLS TRS HARVESTING OPERATIONS, LLC, a Delaware
limited liability company (“Wells TRS Subsidiary”), 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 TRS,
Wells TRS Subsidiary and such Additional Grantors are collectively referred to as the
“Grantors” and individually as a “Grantor”), in favor of COBANK, ACB, as
administrative agent (in such capacity, the “Administrative Agent”) for each of the
Lenders.



W I T N E S S E T H:




     WHEREAS, pursuant to the Credit Agreement, dated as of the date hereof (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit Agreement”),
among Timberlands II, LLC, a Delaware limited liability company, and Wells Timberland Acquisition,
LLC, a Delaware limited liability company (each a “Borrower” and collectively, the
“Borrowers”), the various lending institutions as are, or may from time to time become,
parties thereto (collectively, the “Lenders”), and the Administrative Agent, the Lenders
have extended Commitments to make Loans to the Borrowers;



     WHEREAS, as a condition precedent to the occurrence of the Funding Date, each Grantor is
required to execute and deliver this Agreement; and



     WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this
Agreement;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Lenders to make the Loans to the Borrowers pursuant
to the Credit Agreement, each Grantor agrees, with the Administrative Agent for its benefit and the
benefit of each other Lender Party, as follows:



ARTICLE I

DEFINITIONS




     SECTION 1.1 Certain Terms. The following terms (whether or not underscored) when used
in this Agreement, including its preamble and recitals, shall have the following meanings (such
definitions to be equally applicable to the singular and plural forms thereof):



     “Additional Grantors” is defined in clause (b) of Section 7.2.



     “Administrative Agent” is defined in the preamble.



     “Agreement” is defined in the preamble.



 









 





     “Borrower” and “Borrowers” is defined in the preamble.



     “Collateral” is defined in Section 2.1.



     “Credit Agreement” is defined in the first recital.



     “Grantor” and “Grantors” are defined in the preamble.



     “Lenders” are defined in the first recital.



     “LLC Agreement” is defined in clause (c)(A) of Section 2.1.



     “Partnership Agreement” is defined in clause (c)(A) of Section 2.1.



     “Pledge Agreement Supplement” is defined in clause (b) of Section 7.2.



     “Pledged Equity Interests” means all Pledged Shares, Pledged Partnership Interests and
Pledged Membership Interests.



     “Pledged Membership Interests” is defined in clause (c) of Section
2.1.



     “Pledged Partnership Interests” is defined in clause (c) of Section
2.1.



     “Pledged Shares” means the shares of capital stock of any Securities Issuer in the
amounts and percentages listed on Item A of Schedule I hereto, as such Schedule may
be amended or supplemented from time to time.



     “Proceeds” has the meaning provided for in the U.C.C. and includes, without
limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to
any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in
any form whatsoever) made or due and payable to any Grantor from time to time in connection with
any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any Governmental Authority, (c) any recoveries by any Grantor against third parties
with respect to any litigation or dispute concerning any of the Collateral including claims arising
out of the loss or nonconformity of, interference with the use of, defects in, or infringement of
rights in, or damage to, the Collateral, and (d) any and all other amounts, rights to payment or
other property acquired upon the sale, lease, license, exchange or other disposition of the
Collateral and all rights arising out of Collateral.



     “Secured Obligations” is defined in Section 2.2.



     “Securities Act” is defined in Section 6.2.



     “Securities Issuer” means any Person listed on Schedule I attached hereto (as
such Schedule may be amended or supplemented from time to time) that has issued or may issue a
Pledged Equity Interest.



     “U.C.C.” means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided that if, by reason of applicable Law, the validity or perfection or



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the effect of perfection or non-perfection or the priority of any security interest in any
Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect in
a jurisdiction other than New York, then as to such matters “U.C.C.” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction.



     SECTION 1.2 Credit Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its preamble and recitals, have
the meanings provided in the Credit Agreement.



     SECTION 1.3 U.C.C. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms for which meanings are provided in the U.C.C. are used in this Agreement,
including its preamble and recitals, with such meanings.



ARTICLE II

PLEDGE




     SECTION 2.1 Grant of Security Interest. Each Grantor hereby pledges, hypothecates,
collaterally assigns, charges, mortgages and pledges to the Administrative Agent, for its benefit
and the ratable benefit of each of the Lenders, and hereby grants to the Administrative Agent, for
its benefit and the ratable benefit of each of the Lenders, a security interest in, all of such
Grantor’s right, title and interest in and to the following, whether now or hereafter existing or
acquired (collectively, the “Collateral”):



          (a) all issued and outstanding shares of capital stock of each Securities Issuer identified in
Item B of Schedule I attached hereto (as such Schedule may be amended or
supplemented from time to time) and all additional shares of capital stock of Subsidiaries of the
Borrowers from time to time acquired by such Grantor in any manner, the certificates representing
such shares of capital stock and all options, warrants and other rights to acquire additional
shares of capital stock of each Securities Issuer and Subsidiary of the Loan Parties;




          (b) (i) All Equity Interests in each Securities Issuer which is a limited liability company
identified in Item C of Schedule I attached hereto (as such Schedule may be
amended or supplemented from time to time) and all additional Equity Interests in the same acquired
from time to time by such Grantor, and (ii) all Equity Interests in each Securities Issuer which is
a partnership identified in Item D of Schedule I attached hereto (as such Schedule
may be amended or supplemented from time to time) and all additional interests in the same acquired
from time to time by such Grantor, including, in each case, (A) all rights (but not obligations) of
each applicable Grantor as a member or partner thereof, as the case may be, pursuant to the
applicable limited liability company agreement or other related Organizational Document
(collectively, the “LLC Agreement”), partnership agreement or other related Organizational
Document (collectively, the “Partnership Agreement”) or otherwise, and all rights to
receive distributions, cash, instruments and other property and assets from time to time received,
receivable, or otherwise distributed thereunder, (B) all claims of each Grantor for damages arising
out of or for breach of or default under the applicable LLC Agreement or Partnership Agreement, as
the case may be, (C) the right of each applicable Grantor to terminate the applicable LLC Agreement
or Partnership Agreement, as the case may be, to perform and exercise consensual or voting rights
thereunder, and to compel performance and otherwise




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exercise all remedies thereunder, (D) all rights of each applicable Grantor, whether as a
member or partner thereof, as the case may be, or otherwise, to all property and assets of the
Securities Issuer (whether real property, inventory, equipment, contract rights, accounts,
receivables, general intangibles, securities, instruments, chattel paper, documents, choses in
action, or otherwise) and (E) certificates or instruments evidencing an ownership, partnership or
membership interest in the applicable Securities Issuer or its assets (such certificates or
instruments being referred to herein, in the case of membership interests, as the “Pledged
Membership Interests” and, in the case of partnership interests, as the “Pledged
Partnership Interests”), together with all options, warrants and other rights to acquire
additional Pledged Membership Interests and Pledged Partnership Interests;




          (c) all dividends, distributions, interest and other payments and rights with respect to any
of the items listed in clauses (a), (b) and (c) above; and




          (d) all Proceeds of any and all of the foregoing Collateral.



Notwithstanding the foregoing, under no circumstances shall the Collateral include the Equity
Interests or LLC Agreement of Timberlands II.




     SECTION 2.2 Security for Obligations. This Agreement secures the payment in full in
cash of all the Obligations, including all amounts payable by each Borrower and each other Loan
Party under or in connection with the Credit Agreement, the Notes and each other Loan Document,
whether for principal, interest, costs, fees, expenses, indemnities or otherwise and whether now or
hereafter existing (all of such obligations being the “Secured Obligations”).



     SECTION 2.3 Delivery of Collateral. All Pledged Equity Interests shall be evidenced
by a physical certificate. All such certificates and all other certificates or instruments
representing or evidencing any Collateral shall be delivered to and held by or on behalf of the
Administrative Agent pursuant hereto, shall be in suitable form for transfer by delivery and shall
be accompanied by all necessary instruments of transfer or assignment, duly executed in blank.



     SECTION 2.4 Voting Rights; Dividends, Distributions and Payments. (a) In the event
that any dividend or distribution is to be paid on any Pledged Equity Interest at a time when an
Event of Default has not occurred and is continuing, such dividend, distribution or payment may,
subject to the terms of the Credit Agreement, be paid directly to each Grantor. In addition, prior
to the occurrence of any Event of Default and receipt by any relevant Grantor of a notice described
in clause (b)(ii), such Grantor may exercise its voting and other consensual rights with
respect to the Pledged Equity Interests, provided that the same is exercised in a manner
not inconsistent with the terms of this Agreement or any other Loan Document. Notwithstanding the
foregoing, all distributions in the form of additional Equity Interests shall be paid and delivered
to the Administrative Agent and held as additional Collateral hereunder.



          (b) Each Grantor agrees that if any Event of Default shall have occurred and be continuing:





               (i) such Grantor shall, promptly upon receipt thereof and without any request therefor by the
Administrative Agent, deliver (properly endorsed where required hereby or requested by the
Administrative Agent) to the Administrative Agent all dividends,



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distributions, interest, principal, other cash payments and Proceeds of the Collateral, all of
which shall be held by the Administrative Agent as additional Collateral for use in accordance with
Section 6.4; and




               (ii) after the Administrative Agent has notified such Grantor of the Administrative Agent’s
intention to exercise its voting power under this clause:




                    (A) the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power
and all other incidental rights of ownership with respect to any Pledged Equity Interests or other
Equity Interests constituting Collateral, and such Grantor hereby grants the Administrative Agent
an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Equity Interests
and such other Collateral; and




                    (B) such Grantor shall promptly deliver to the Administrative Agent such additional proxies
and other documents as may be necessary to allow the Administrative Agent to exercise such voting
power.




          (c) All dividends, distributions, interest, principal, cash payments, and proceeds which may
at any time and from time to time be held by any Grantor but which such Grantor is then obligated
to deliver to the Administrative Agent shall, until delivery to the Administrative Agent, be held
by each Grantor separate and apart from such Grantor’s other property in trust for the
Administrative Agent.



     SECTION 2.5 Continuing Security Interest; Transfer of Notes. This Agreement shall
create a continuing security interest in the Collateral and shall remain in full force and effect
until payment in full in cash of all Secured Obligations (on terms and pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent) and the irrevocable
termination of all the Commitments, at which time the security interest granted herein shall
terminate and all rights to the Collateral shall revert to the Grantors. In the event that any part
of the Collateral is sold in connection with a sale permitted under the Credit Agreement (other
than a sale to a Grantor) the security interest granted herein shall terminate with respect to such
Collateral and all rights therein shall revert to the applicable Grantor or Grantors. Upon any such
termination, the Administrative Agent will, at each Grantor’s sole expense, deliver to such
Grantor, without any representations, warranties or recourse of any kind whatsoever, all
certificates and instruments representing or evidencing all Pledged Equity Interests, together with
all other Collateral held by the Administrative Agent hereunder, and execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence such termination or
release.



     SECTION 2.6 Security Interest Absolute. All rights of the Administrative Agent and
the security interests granted to the Administrative Agent hereunder, and all obligations of each
Grantor hereunder, shall be absolute and unconditional, irrespective of:



          (a) any lack of validity, legality or enforceability of any Loan Document;




          (b) the failure of any Lender Party:




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               (i) to assert any claim or demand or to enforce any right or remedy against any Grantor, any
other Loan Party or any other Person under the provisions of any Loan Document or otherwise; or




               (ii) to exercise any right or remedy against any other guarantor of, or collateral securing,
any Secured Obligation of any Grantor or any other Loan Party;



          (c) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Secured Obligations or any other extension, compromise or renewal of any Obligation of any
Grantor or any other Loan Party, including any increase in the Secured Obligations resulting from
the extension of additional credit to any Grantor or any other Loan Party or otherwise;




          (d) any reduction, limitation, impairment or termination of any Secured Obligation of any
Grantor or any other Loan Party for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to
or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any
other event or occurrence affecting, any Secured Obligation of any Grantor, any other Loan Party or
otherwise;




          (e) any amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of any Loan Document;




          (f) any addition, exchange, release, surrender or non-perfection of any collateral (including
the Collateral), or any amendment to or waiver or release of or addition to or consent to departure
from any guaranty, for any of the Secured Obligations; or




          (g) any other circumstances which might otherwise constitute a defense available to, or a
legal or equitable discharge of, any Grantor, any other Loan Party, any surety or any guarantor,
including as a result of any proceeding of the nature referred to in Section 8.1.8 of the Credit
Agreement.




     SECTION 2.7 Grantors Remain Liable. Anything herein to the contrary notwithstanding:



          (a) each Grantor shall remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein, and shall perform all of such Grantor’s duties and
obligations under such contracts and agreements to the same extent as if this Agreement had not
been executed;




          (b) each Grantor will comply in all material respects with all Laws relating to the ownership
and operation of the Collateral, including, without limitation, all registration requirements under
applicable Laws, and shall pay when due all taxes, fees and assessments imposed on or with respect
to the Collateral, except to the extent the validity thereof is (A) being diligently contested in
good faith by appropriate proceedings which (i) suspend the collection thereof and any Lien
therefrom and (ii) for which adequate reserves in accordance with GAAP




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have been set aside by the Grantors, and (B) could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect;




          (c) the exercise by the Administrative Agent of any of its rights hereunder shall not release
any Grantor from any of such Grantor’s duties or obligations under such Grantor’s Organizational
Documents or any contract or agreement included in the Collateral; and




          (d) neither the Administrative Agent nor any other Lender Party shall have any obligation or
liability under any Organizational Document or any contracts or agreements included in the
Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Lender
Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.




     SECTION 2.8 Waiver of Subrogation. Each Grantor hereby irrevocably waives to the
extent permitted by applicable Law and until such time as the Secured Obligations shall have been
paid in full in cash (on terms and pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent) and all the Commitments have irrevocably terminated, any
claim or other rights which such Grantor may now or hereafter acquire against each Borrower or any
other Loan Party that arises from the existence, payment, performance or enforcement of such
Grantor’s obligations under this Agreement or any other Loan Document, including any right of
subrogation, reimbursement, exoneration or indemnification, and any right to participate in any
claim or remedy of any Lender Party against each Borrower or any other Loan Party or any collateral
which any Lender Party now has or hereafter acquires, whether or not such claim, remedy or right
arises in equity or under contract or Law. If any amount shall be paid to any Grantor in violation
of the preceding sentence, such amount shall be deemed to have been paid to such Grantor for the
benefit of, and held in trust for, the Lender Parties, and shall forthwith be paid to the
Administrative Agent to be credited and applied against the Secured Obligations, whether matured or
unmatured. Each Grantor acknowledges that such Grantor will receive direct and indirect benefits
for the financing arrangements contemplated by the Credit Agreement and that the waiver set forth
in this Section is knowingly made in contemplation of such benefits.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Each Grantor represents and warrants unto each Lender Party, as of the date such Grantor
becomes a party to this Agreement, the making of the Loans and each pledge and delivery by such
Grantor to the Administrative Agent of any Collateral, as set forth in this Article.



     SECTION 3.1 Ownership, No Liens, etc. Such Grantor has pledged to the Administrative
Agent, for its benefit and the benefit of each other Lender Party, all the Pledged Equity Interests
that is required to pledge pursuant to the Credit Agreement. Such Grantor is the legal and
beneficial owner of, and has good and marketable title to (and has full corporate, partnership or
limited liability company right and authority to pledge and assign) the Collateral, free and clear
of all Liens, except for this security interest granted pursuant hereto in favor of the
Administrative Agent for the benefit of the Lender Parties. All of the Pledge Equity Interests have
been duly authorized, validly issued and are fully paid and non-assessable, and have not



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been issued or transferred in violation of any securities or other applicable Law. Except as
permitted by the Credit Agreement, there are no existing options, warrants, calls, purchase rights,
commitments or obligations with respect to the Pledged Equity Interests.



     SECTION 3.2 Valid Security Interest. The delivery of any Pledged Equity Interests
forming a part of the Collateral to the Administrative Agent is effective to create a valid,
perfected, first priority security interest therein and all Proceeds thereof, securing the Secured
Obligations, in favor of the Administrative Agent for the ratable benefit of the Lender Parties. No
filing or other action will be necessary to perfect or protect such security interest.



     SECTION 3.3 As to Pledged Shares. In the case of any Pledged Shares constituting
Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and
non-assessable, and constitute all of the issued and outstanding capital stock of each Securities
Issuer thereof. The Grantors have no Subsidiaries other than the Securities Issuers and Timberlands
II.



     SECTION 3.4 As to Pledged Membership Interests and Pledged Partnership Interests, etc.



          (a) In the case of any Pledged Membership Interests and Pledged Partnership Interests
constituting a part of the Collateral, all of such Pledged Equity Interests are certificated, duly
authorized and validly issued, fully paid and non-assessable, and constitute all of the issued and
outstanding partnership interests and membership interests held by such Grantor in the applicable
Securities Issuer.




          (b) Each LLC Agreement and Partnership Agreement to which the Grantor is a party, true and
complete copies of which have been furnished to the Administrative Agent, has been duly authorized,
executed, and delivered by such Grantor, has not been amended or otherwise modified except as
permitted by the Credit Agreement, is in full force and effect, and is binding upon and enforceable
against such Grantor in accordance with its terms. There exists no material default (or other
default that could reasonably be expected to impair the interests or rights of the Administrative
Agent) under any such LLC Agreement or Partnership Agreement by such Grantor.




          (c) Each such LLC Agreement and Partnership Agreement, as the case may be, expressly provides
that the Pledged Membership Interests or Pledged Partnership Interests, as the case may be, are
“securities” governed by Article 8 of the U.C.C. and are required to be in certificated form.




          (d) Such Grantor’s Equity Interests in each Securities Issuer is set forth in Schedule
I attached hereto (as such Schedule may be amended or supplemented from time to time).




          (e) Such Grantor had and continues to have the power and legal capacity to execute and carry
out the provisions of all such LLC Agreements and Partnership Agreements, as the case may be, to
which such Grantor is a party.




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          (f) The state of organization of each Securities Issuer of any Pledged Membership Interests
and Pledged Partnership Interests constituting a part of the Collateral is as set forth in Item
C or Item D of Schedule I attached hereto (as such Schedule may be amended or
supplemented from time to time).




     SECTION 3.5 Authorization, Approval, etc. No authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority or any other Person is required
either for (a) the pledge by such Grantor of any Collateral pursuant to this Agreement or for the
execution, delivery and performance of this Agreement by such Grantor or (b) the exercise by the
Administrative Agent of the voting or other rights provided for in this Agreement or the remedies
in respect of the Collateral pursuant to this Agreement, except, with respect to the Pledged Equity
Interests, as may be required in connection with a disposition of such Pledged Equity Interests by
Laws affecting the offering and sale of securities generally.



     SECTION 3.6 Due Execution, Validity, etc. Such Grantor has full corporate,
partnership or limited liability company power and authority, and holds all requisite licenses,
permits and other approvals of Governmental Authorities, to enter into and perform such Grantor’s
obligations under this Agreement. The execution, delivery and performance by such Grantor of this
Agreement does not contravene or result in a default under such Grantor’s Organizational Documents
or contravene or result in a default under any contractual restriction, Lien or Law binding on
such Grantor. This Agreement has been duly authorized by such Grantor, has been duly executed and
delivered by or on behalf of such Grantor and constitutes the legal, valid and binding obligation
of such Grantor enforceable in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of
creditors generally, and subject to the effect of general principles of equity (regardless of
whether considered in a proceeding in equity or at law).



ARTICLE IV

COVENANTS




     SECTION 4.1 Protect Collateral; Further Assurances, etc. No Grantor will create or
suffer to exist any Lien on the Collateral (except a Lien in favor of the Administrative Agent).
Each Grantor will warrant and defend the right and title herein granted unto the Administrative
Agent in and to the Collateral (and all right, title, and interest represented by the Collateral)
against the claims and demands of all Persons (other than the Administrative Agent). Each Grantor
agrees that at any time, and from time to time, at the expense of such Grantor, such Grantor will
promptly execute and deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that the Administrative Agent may reasonably request, in
order to perfect, preserve and protect any security interest granted or purported to be granted
hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Except as permitted by the Credit Agreement, no Grantor
will permit any Securities Issuer to own any Equity Interest unless the same is immediately
delivered in pledge to the Administrative Agent hereunder.



     SECTION 4.2 Powers, etc. Each Grantor agrees that all Pledged Equity Interests
delivered by such Grantor pursuant to this Agreement will be accompanied by duly executed undated
blank powers, or other equivalent instruments of transfer reasonably acceptable to the



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Administrative Agent. Each Grantor will, from time to time upon the reasonable request of the
Administrative Agent, promptly deliver to the Administrative Agent such powers, instruments, and
similar documents, reasonably satisfactory in form and substance to the Administrative Agent, with
respect to the Collateral and will, from time to time upon the request of the Administrative Agent
during the continuance of any Event of Default, promptly transfer any Pledged Equity Interests or
other Equity Interests constituting Collateral into the name of any nominee designated by the
Administrative Agent.



     SECTION 4.3 Continuous Pledge. Subject to Section 2.4, each Grantor will, at
all times, keep pledged to the Administrative Agent pursuant hereto all Pledged Equity Interests
constituting Collateral, all dividends and distributions with respect thereto and all other
Collateral and other securities, instruments, proceeds, and rights from time to time received by or
distributable to such Grantor in respect of any Collateral.



     SECTION 4.4 LLC Agreements, Partnership Agreements and Organizational Documents. (a)
Each Grantor shall at such Grantor’s own expense:




               (i) perform and observe in all material respects all the terms and provisions of each LLC
Agreement, Partnership Agreement or other Organizational Document relating to the Collateral, as
the case may be, to which such Grantor is a party and each other contract and agreement included in
all the Collateral to be performed or observed by such Grantor, maintain such LLC Agreement,
Partnership Agreement or other Organizational Document relating to the Collateral, as the case may
be, and each such other contract and agreement in full force and effect, in such Grantor’s
reasonable business judgment, enforce such LLC Agreement, Partnership Agreement or other
Organizational Document relating to the Collateral, as the case may be, and each such other
contract and agreement in accordance with its terms, and, upon the occurrence and during the
continuance of any Event of Default, take all such action to such end as may from time to time be
requested by the Administrative Agent; and




               (ii) from time to time (A) furnish to the Administrative Agent such information regarding the
Collateral as the Administrative Agent may reasonably request, and (B) upon the occurrence and
during the continuance of any Event of Default, upon the request of the Administrative Agent, make
to any other party to such LLC Agreement, Partnership Agreement or other Organizational Document
relating to the Collateral, as the case may be, such requests for information and for action as
such Grantor is entitled to make thereunder.



          (b) No Grantor shall consent to any amendment, supplement, waiver or other modification of any
of the terms or provisions contained in, or applicable to, any LLC Agreement, Partnership Agreement
or other Organizational Document except as permitted under Section 7.2.10 of the Credit Agreement.




     SECTION 4.5 Additional Covenants. Each Grantor agrees that, until all the Secured
Obligations have been paid in full in cash on terms and pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent and all Commitments shall have
irrevocably terminated, it will comply with all the terms and provisions of the Credit Agreement
and the other Loan Documents that are applicable to it.



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ARTICLE V

THE ADMINISTRATIVE AGENT




     SECTION 5.1 Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof,
with full power of substitution, as such Grantor’s true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in such Grantor’s own name, for the purpose of carrying out the terms of this Agreement,
to take, upon the occurrence and during the continuance of any Event of Default, any and all
actions and execute any and all documents and instruments that may, in the judgment of the
Administrative Agent, be necessary or desirable to accomplish the purposes of this Agreement.
Without limiting the generality of the foregoing, after the occurrence and during the continuance
of any Event of Default, each Grantor hereby gives the Administrative Agent the power and right, on
behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the
following:



          (a) take possession of and indorse and collect any checks, drafts, notes, acceptances or other
instruments for the payment of moneys due under or in respect of any Collateral and file any claim
or take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due
under or in respect of any Collateral whenever payable;




          (b) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;




          (c) execute, in connection with any sale or other disposition provided for in Section
6.1, any endorsements, assignments or other instruments of conveyance or transfer with respect
to the Collateral; and




          (d) (i) direct any Person liable for any payment under any of the Collateral to make payment
of any and all moneys due or to become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct; (ii) ask or demand for, collect, and receive payment of and
give receipt for, any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (iii) receive, collect, sign and indorse any drafts or
other instruments, documents and chattel paper in connection in connection with any of the
Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce
any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought
against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such
suit, action or proceeding and, in connection therewith, give such discharges or releases as the
Administrative Agent may deem appropriate; and (vii) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the
Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all
acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon
the Collateral and the Lender Parties’




-11-









 




security interests therein and to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do.




     Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant
to this Section is irrevocable and coupled with an interest.



     SECTION 5.2 Administrative Agent May Perform. If any Grantor fails to perform any
agreement contained herein, the Administrative Agent may itself perform, or cause performance of,
such agreement and the reasonable expenses of the Administrative Agent incurred in connection
therewith shall be payable by such Grantor.



     SECTION 5.3 Access and Examination. In order to give effect to the intent of this
Agreement, the Administrative Agent may at all reasonable times have access to, examine, audit,
make extracts from and inspect each Grantor’s records, files and books of account and the
Collateral, and may discuss each Grantor’s affairs with such Grantor’s officers and management.
Each Grantor will deliver to the Administrative Agent promptly following its request therefor any
instrument necessary for the Administrative Agent to obtain records from any service bureau
maintaining records for such Grantor. The Administrative Agent may, at expense of the Grantors, use
each Grantor’s personnel, supplies and premises as may be reasonably necessary for maintaining or
enforcing the security interest granted hereunder.



     SECTION 5.4 Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of the Lender Parties)
in the Collateral and shall not impose any duty on it to exercise any such powers. The
Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation
of the Collateral in its possession, under Section 9-207 of the U.C.C. or otherwise, shall be to
deal with it in the same manner as the Administrative Agent deals with similar property for its own
account. Neither the Administrative Agent nor any of its officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so, nor shall any such Person be under any obligation to sell or otherwise dispose
of any Collateral upon the request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof (including (a) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative
to any Pledged Equity Interests, whether or not the Administrative Agent has or is deemed to have
knowledge of such matters, and (b) the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral). Neither the Administrative Agent
nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any
loss, damage, depreciation or other diminution in the value of any of the Collateral, except in
respect of any damages attributable solely to any such Person’s gross negligence or willful
misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.



ARTICLE VI

REMEDIES




     SECTION 6.1 Remedies. If any Event of Default shall have occurred and be continuing
the Administrative Agent may:



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          (a) exercise in respect of the Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it (including, without limitation, as provided in
Section 5.1 and clause (b) of Section 2.4), all the rights and remedies of
a secured party on default under the U.C.C. and also may, without demand of performance or other
demand, presentment, obtaining a final judgment, protest, advertisement or notice of any kind
(except any notice required by Law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby waived), sell,
assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or
any part thereof (or contract to do any of the foregoing) in one or more parcels at public or
private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Administrative Agent may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by Law, at
least 10 days’ prior notice to such Grantor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable notification. The
Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The Administrative Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. In case any sale of all or any
part of the Collateral is made on credit or for future delivery, the Collateral so sold may be
retained by the Administrative Agent until the sale price is paid by the purchase or purchasers
thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such
failure, such Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by Law, private) sale made pursuant to this Section, any Lender Party may bid for or
purchase, free (to the extent permitted by Law) from any right of redemption, stay, valuation or
appraisal on the part of any Grantor (all said rights being also hereby waived and released to the
extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment
on account thereof by using any claim then due and payable to such Lender Party from any Grantor as
a credit against the purchase price, and such Lender Party may upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability to any Grantor
therefor;




          (b) exercise any and all rights and remedies of each Grantor under or in connection with the
Collateral, including the right to sue upon or otherwise collect, extend the time for payment of,
modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms,
grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take
any other action with respect to the Collateral, any security therefor, any agreement relating
thereto, any insurance applicable thereto, or any Person liable directly or indirectly in
connection with any of the foregoing, without discharging or otherwise affecting the liability of
any Grantor for the Obligations or under this Agreement or any other Loan Document and the Assigned
Agreements or otherwise in respect of the Collateral, including any and all rights of such Grantor
to demand or otherwise require payment of any amount under, or performance of any provision of, any
Collateral; and




          (c) enforce compliance with, and take any and all actions with respect to, each LLC
Agreement, Partnership Agreement or other Organizational Document, as the case may be, to the
fullest extent as though the Administrative Agent were the absolute owner of the Pledged




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Membership Interests, Pledged Partnership Interests, Pledged Shares and other Collateral,
including the right to receive all distributions and other payments that are made pursuant to such
LLC Agreement , Partnership Agreement or other Organizational Document, as the case may be.




     SECTION 6.2 Securities Laws. If the Administrative Agent shall determine to exercise
its right to sell all or any of the Collateral pursuant to Section 6.1, each Grantor agrees
that, upon request of the Administrative Agent, such Grantor will, at its own expense:



          (a) execute and deliver, and cause each issuer of the Collateral contemplated to be sold and
the directors and officers thereof to execute and deliver, all such instruments and documents, and
do or cause to be done all such other acts and things, as may be necessary or, in the opinion of
the Administrative Agent, advisable to register such Collateral under the provisions of the
Securities Act of 1933, as from time to time amended (the “Securities Act”), and to cause
the registration statement relating thereto to become effective and to remain effective for such
period as prospectuses are required by Law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus which, in the opinion of the Administrative
Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act
and the rules and regulations of the Securities and Exchange Commission applicable thereto;




          (b) use its best efforts to qualify the Collateral under the state securities or “Blue Sky”
Laws and to obtain all necessary governmental approvals for the sale of the Collateral, as
requested by the Administrative Agent;




          (c) cause each such issuer to make available to its security holders, as soon as practicable,
an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and




          (d) do or cause to be done all such other acts and things as may be necessary to make such
sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law.



Each Grantor further acknowledges the impossibility of ascertaining the amount of damages that
would be suffered by the Administrative Agent or the Lenders by reason of the failure by such
Grantor to perform any of the covenants contained in this Section and, consequently, to the extent
permitted under applicable Law, agrees that, if such Grantor shall fail to perform any of such
covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value
(as determined by the Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.




     SECTION 6.3 Compliance with Restrictions. Each Grantor agrees that in any sale of any
of the Collateral whenever an Event of Default shall have occurred and be continuing, the
Administrative Agent is hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is necessary in order to avoid any
violation of applicable Law (including compliance with such procedures as may restrict the number
of prospective bidders and purchasers, require that such prospective bidders and purchasers have
certain qualifications, and restrict such prospective bidders and purchasers



-14-









 







to persons who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such Collateral), or in order to
obtain any required approval of the sale or of the purchaser by any Governmental Authority or
official, and each Grantor further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner, nor shall the
Administrative Agent be liable nor accountable to any Grantor for any discount allowed by reason of
the fact that such Collateral is sold in compliance with any such limitation or restriction.



     SECTION 6.4 Application of Proceeds. All cash proceeds received by the Administrative
Agent in respect of any sale of, collection from, or other realization upon, all or any part of the
Collateral shall be applied (after payment of any amounts payable to the Administrative Agent
pursuant to Section 11.3 of the Credit Agreement and Section 6.5) in whole or in part by
the Administrative Agent for the ratable benefit of the Lender Parties against all or any part of
the Secured Obligations in accordance with Section 8.6 of the Credit Agreement. Any surplus of such
cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash
of all the Secured Obligations (on terms and pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent), and the irrevocable termination of all the
Commitments, shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled
to receive such surplus.



     SECTION 6.5 Indemnity and Expenses. Each Grantor agrees to jointly and severally
indemnify and hold harmless the Administrative Agent and its directors, officers, employees,
agents, Affiliates and their Related Parties from and against any and all claims, losses and
liabilities arising out of or resulting from this Agreement (including enforcement of this
Agreement), except claims, losses or liabilities resulting from any such Person’s gross negligence
or willful misconduct as determined by a final non-appealable judgment of a court of competent
jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and
all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which the Administrative Agent may incur in connection with
(a) the administration of this Agreement, (b) the custody, preservation, use or operation of, or
the sale of, collection from, or other realization upon, any of the Collateral, (c) the exercise or
enforcement of any of the rights of the Administrative Agent or the Lenders hereunder or (d) the
failure by any Grantor to perform or observe any of the provisions hereof.



ARTICLE VII

MISCELLANEOUS PROVISIONS




     SECTION 7.1 Loan Document. This Agreement is a Loan Document executed pursuant to the
Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered
and applied in accordance with the terms and provisions thereof, including Section 1.3 and Article
X thereof.



     SECTION 7.2 Amendments, etc.; Additional Grantors; Successors and Assigns.



-15-









 





          (a) No amendment to or waiver of any provision of this Agreement nor consent to any departure
by any Grantor herefrom, shall be effective unless the same shall be in writing and signed by the
Administrative Agent and the percentage of the Lenders as required by Section 11.1 of the Credit
Agreement, and then such amendment, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it is given.




          (b) Upon the execution and delivery by any Person of a pledge agreement supplement in
substantially the form of Exhibit A hereto (each a “Pledge Agreement Supplement”),
(i) such Person shall be referred to as an “Additional Grantor” and shall be and become a
Grantor, and each reference in this Agreement to “Grantor” shall also mean and refer to such
Additional Collateral Grantor and (ii) the disclosure schedule attached to each Security Agreement
Supplement shall be incorporated into and become a part of and supplement Schedules I
through VI attached hereto, as appropriate, and the Administrative Agent may attach such
supplemental disclosure schedules to such Schedules, and each reference to such Schedules shall
refer to such Schedules as amended or supplemented by such supplemental disclosure schedules.




          (c) This Agreement shall be binding upon each Grantor and its successors, transferees and
assignees, and shall inure to the benefit of and be enforceable by the Administrative Agent and
each other Lender Party and their respective successors and assigns; provided,
however, that no Grantor may assign such Grantor’s obligations hereunder without the prior
written consent of the Administrative Agent. Without limiting the generality of the foregoing, any
Lender may assign or otherwise transfer (in whole or in part) any Loans held by it to any other
Person, and such other Person shall thereupon become vested with all the rights and benefits in
respect thereof granted to such Lender under any Loan Document (including this Agreement) or
otherwise, subject, however, to the provisions of Section 11.10 of the Credit Agreement.




     SECTION 7.3 Addresses for Notices. All notices and other communications provided for
hereunder shall be made as provided in, and subject to the terms of, Section 11.2 of the Credit
Agreement. All notices to each Grantor shall be sent care of Wells Timberland at the address set
forth in the Credit Agreement and all notices to the Administrative Agent shall be sent as provided
in the Credit Agreement.



     SECTION 7.4 Section Captions. Section captions used in this Agreement are for
convenience of reference only, and shall not affect the construction of this Agreement.



     SECTION 7.5 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and 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 provision in any other
jurisdiction.



     SECTION 7.6 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.



-16-









 





     SECTION 7.7 Waivers. Each Grantor hereby waives any right, to the extent permitted by
applicable Law, to receive prior notice of a judicial or other hearing with respect to any action
or prejudgment remedy or proceeding by the Administrative Agent to take possession, exercise
control over or dispose of any item of Collateral, where such action is permitted under the terms
of this Agreement or any other Loan Document or by applicable Law, or of the time, place or terms
of sale in connection with the exercise of the Administrative Agent’s rights hereunder. Each
Grantor waives, to the extent permitted by applicable Law, any bonds, security or sureties required
by the Administrative Agent with respect to any of the Collateral. Without limiting the foregoing,
each Grantor agrees that such Grantor will not invoke, claim or assert any benefit of applicable
Law, or take or attempt to take any action that could reasonably be expected to have the effect of
delaying, impeding or preventing the Administrative Agent from exercising any of its rights or
remedies with respect to the Collateral as herein provided.



     SECTION 7.8 Governing Law, Entire Agreement, etc. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT
THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.



     SECTION 7.9 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY LENDER PARTY OR GRANTOR SHALL BE
BROUGHT AND MAINTAINED IN THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN OF THE
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR AND LENDER
PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE
PURPOSE OF ANY SUIT LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH GRANTOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH GRANTOR MAY HAVE OR HEREAFTER MAY
HAVE TO THE LAYING OF VENUE OF ANY SUCH



-17-









 







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 GRANTOR 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 SUCH GRANTOR OR SUCH GRANTOR’S PROPERTY, SUCH GRANTOR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF SUCH GRANTOR’S OBLIGATIONS
UNDER THIS AGREEMENT.



     SECTION 7.10 Waiver of Jury Trial, etc. EACH LENDER PARTY AND GRANTOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS SUCH GRANTOR MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY LENDER PARTY OR GRANTOR. EACH GRANTOR ACKNOWLEDGES AND AGREES THAT SUCH GRANTOR HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE ADMINISTRATIVE AGENT ENTERING INTO THIS AGREEMENT.



     SECTION 7.11 Waiver of Certain Claims. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO
GRANTOR SHALL ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST EACH LENDER PARTY ON ANY THEORY OF
LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY INSTRUMENT
CONTEMPLATED HEREBY.



     SECTION 7.12 No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.




-18-









 








     IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	WELLS TIMBERLAND TRS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Randall D. Fretz 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Name: Randall D. Fretz	 	 
	 

	 	 	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	WELLS TRS HARVESTING OPERATIONS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	FOREST RESOURCE CONSULTANTS,	 	 
	 

	 	 	 	 	 	INC., as Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ David Foil 	 	 
	

	 	 	 	 	 	 

Name: David Foil
	 	 
	 

	 	 	 	 	 	Title: President	 	 
	ACKNOWLEDGED AND ACCEPTED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COBANK, ACB,	 	 	 	 	 	 
	as Administrative Agent	 	 	 	 	 	 
	By:
	 	/s/ Michael Tousignant 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 

	 	Name: Michael Tousignant	 	 	 	 	 	 
	 

	 	Title: VP	 	 	 	 	 	 




Pledge
Agreement
Signature Page


-19-









 





SCHEDULE I

to

Pledge Agreement




	 	 	 	 	 	 	 	 	 
	Item
B. Pledged Shares





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Authorized	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Securities	 	 	Shares	 	 	Outstanding	 	 	% of Shares	 	 	Certificate	 
	Grantor	 	 	Issuer	 	 	Interests	 	 	Shares	 	 	Pledged	 	 	No.	 
	 
	Item
C. Pledged
Membership Interests	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Membership	 	 	 	 
	 	 	 	 	State of	 	 	 	 	 	 	No. of	 	 	Interests %	 	 	 	 
	 	 	 	 	Organization	 	 	Securities	 	 	Membership	 	 	of Interests	 	 	 	 
	Grantor	 	 	of Grantor	 	 	Issuer	 	 	Interests	 	 	Pledged	 	 	Certificate No.	 
	Wells
Timberland
	 	 	 	Delaware	 	Wells TRS	 	 	1,000	 	 	 	100%	 	 	 	01	 
	TRS, Inc.
	 	 	 	 	 	 	 	Harvesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Operations, LLC	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Item
D. Pledged Partnership Interests
	 
	 	 	 	 	 	 	 	 	 	 	 	 	Type of	 	 	Partnership	 	 	 	 
	 	 	 	 	State of	 	 	 	 	 	 	Pledged	 	 	% of Pledge	 	 	 	 
	 	 	 	 	Organization	 	 	Securities	 	 	Partnership	 	 	Partnership	 	 	Certificate	 
	Grantor	 	 	of Grantor	 	 	Issuer	 	 	Interests	 	 	Interest	 	 	No.	 






 









 







EXHIBIT A

to

Pledge Agreement




FORM OF PLEDGE AGREEMENT SUPPLEMENT




[Date]




CoBank, ACB,




     as Administrative Agent



5550 South Quebec Street

Greenwood Village, Colorado 80111




Attention: Syndications Coordinator, Corporate Finance Division




TIMBERLANDS II, LLC and

WELLS TIMBERLAND ACQUISITION, LLC




Ladies and Gentlemen:




     Reference is made to the Pledge Agreement, dated as of October 9, 2007 (as amended,
supplemented, restated or otherwise modified from time to time, the “Pledge Agreement”),
made by Wells Timberland TRS, Inc., a Delaware corporation (“Wells TRS”), Wells TRS
Harvesting Operations, LLC, a Delaware limited liability company (“Wells TRS Subsidiary”),
and each other Person (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 thereto (Wells TRS, Wells TRS Subsidiary and such other Persons that become Additional
Grantors are collectively referred to as the “Grantors” and individually as a
“Grantor”), in favor of CoBank, ACB, as administrative agent (in such capacity, the
“Administrative Agent”) for each of the Lender Parties.



     The undersigned hereby agrees, as of the date first above written, to become a Grantor under
the Pledge Agreement as if the undersigned were an original party thereto and agrees that each
reference in the Pledge Agreement to a “Grantor” shall also mean and refer to the undersigned.



     The undersigned hereby collaterally assigns, mortgages and pledges to the Administrative Agent
for its benefit and the ratable benefit of the Lenders, and hereby grants to the Administrative
Agent for its benefit and the ratable benefit of the Lenders, as collateral for the Secured
Obligations, a pledge and assignment of, and a security interest in, all of the right, title and
interest of the undersigned in and to the undersigned’s Collateral, whether now owned or hereafter
acquired, subject to all of the terms and provisions of the Pledge Agreement, as if such



 









 







Collateral of the undersigned had been subject to the Pledge Agreement on the date of its
original execution.



     The undersigned has attached hereto a supplement to Schedule I to the Pledge Agreement, and
the undersigned hereby certifies that such supplement is accurate and complete as of the date first
above written.



Exhibit A- 2









 





     The undersigned hereby makes each representation and warranty set forth in Article III of the
Pledge Agreement as to itself and as to the undersigned’s Collateral to the same extent as each
other Grantor, and hereby agrees to be bound as a Grantor by all of the terms and provisions of the
Pledge Agreement to the same extent as all the other Grantors.



     This letter shall be governed by and construed in accordance with the Laws of the State of New
York.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Very
	 	truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	[NAME
	 	 OF ADDITIONAL GRANTOR]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	ACKNOWLEDGED AND ACCEPTED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COBANK, ACB,	 	 	 	 	 	 
	 

	 	as Administrative Agent	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 







Exhibit A- 3