THIS
AMENDMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT AGREEMENT OR ANY
AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION HEREWITH. THIS AMENDMENT
AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN
OR ORAL, WITH RESPECT HERETO.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to
be executed by their respective officers hereunto duly authorized as of the day
and year first above written.
CURRENT BORROWERS: TIMBERLANDS II, LLC
By:
WELLS TIMBERLAND MANAGEMENT
ORGANIZATION, LLC, as Manager
By:
Name: Brian Davis
Title: Vice President, Finance
WELLS TIMBERLAND ACQUISITION, LLC
By:
WELLS TIMBERLAND MANAGEMENT
ORGANIZATION, LLC, as Manager
By:
Name: Brian Davis
Title: Vice President, Finance
ADDITIONAL BORROWER: WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P.
By:
WELLS
TIMBERLAND REIT, INC., as General Partner
By:
Name: Randall D. Fretz
Title: Senior Vice President
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OTHER LOAN PARTIES: WELLS TRS HARVESTING OPERATIONS, LLC
By:
FOREST RESOURCE
CONSULTANTS, INC., as Manager
By:
Name: David Foil
Title: President
WELLS TIMBERLAND REIT, INC.
By:
Name: Randall D. Fretz
Title: Senior Vice President
WELLS TIMBERLAND TRS, INC.
By:
Name: Randall D. Fretz
Title: Senior Vice President
WELLS REAL ESTATE FUNDS, INC.
By:
Name: Randall D. Fretz
Title: Senior Vice President
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ADMINISTRATIVE AGENT:
COBANK, ACB,
as Administrative Agent
By:
Name:
Title:
LENDERS: AGFIRST FARM CREDIT BANK
By:
Name: Thomas A. Stallworth, Jr.
Title: Vice President
WACHOVIA BANK, NATIONALASSOCIATION
By:
Name:
Title:
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. "RABOBANK NEDERLAND", NEW
YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
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ANNEX A
DISCLOSURE SCHEDULE SUPPLEMENT
SUPPLEMENT TO ITEM 1.1(b)
Material Agreements.
SUPPLEMENT TO ITEM 6.22
Affiliate Transactions.
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Disclosure Schedule Supplement
All capitalized terms herein not otherwise defined have the meanings ascribed to
them in the Credit Agreement.
Supplement to Item 1.1(b) Material Agreements
•
Documents relating to the Permitted Distribution attached hereto as Exhibit
"A-1."
•
Purchase and Sale Documents relating to the Permitted SPE Transaction attached
hereto as Exhibit "A-2."
Supplement to Item 6.22 Affiliate Transactions
•
The Permitted Distribution
•
The Permitted SPE Transaction
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Exhibit "A-1"
[To Be Attached]
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Exhibit "A-2"
[To Be Attached]
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