Subsidiary Solvency Certificate
EXHIBIT E-4
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Form of Wells HBU Solvency Certificate
EXHIBIT E-5
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Form of Wells REIT Solvency Certificate
EXHIBIT E-6
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Form of Wells TRS Solvency Certificate
EXHIBIT F
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Form of Compliance Certificate
EXHIBIT G
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Form of Amended and Restated Pledge Agreement
EXHIBIT H
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Form of Amended and Restated Security Agreement
EXHIBIT I
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Form of Landlord Estoppel Certificate
EXHIBIT J-1
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Form of Wells REIT Amended and Restated Limited Guaranty
EXHIBIT J-2
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Form of Wells TRS Amended and Restated Guaranty
EXHIBIT J-3
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Form of Wells TRS Subsidiary Amended and Restated Guaranty
EXHIBIT J-4
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Form of Wells HBU Guaranty
EXHIBIT K-1
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Form of Georgia Deed to Secure Debt
EXHIBIT K-2
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Form of Georgia Amended and Restated Deed to Secure Debt
EXHIBIT K-3
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Form of Alabama Mortgage
EXHIBIT K-4
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Form of Alabama Mortgage Amendment
EXHIBIT L
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Form of Opinion of New York Counsel to the Borrowers
EXHIBIT M
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Form of Opinion of Georgia Counsel to the Borrowers
EXHIBIT N
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Form of Opinion of Alabama Counsel to the Borrowers
EXHIBIT O-1
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Form of Domestic Deposit Account Control Agreement
EXHIBIT O-2
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Form of International Deposit Account Control Agreement
EXHIBIT O-3
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Form of Securities Account Control Agreement
EXHIBIT P-1
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Form of Recognition Agreement (Fiber Supply Agreement)
EXHIBIT P-2
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Form of Recognition Agreement (Master Stumpage Agreement)
EXHIBIT Q-1
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Form of Collateral Assignment of Material Agreement
EXHIBIT Q-2
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Form of Reaffirmation of Collateral Assignment of Material Agreement
EXHIBIT R
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Form of Wells REIT Amended and Restated Security Agreement
EXHIBIT S
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Form of Amended and Restated Timber Manager Subordination Agreement
-vi-
EXHIBIT T
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Form of Equity Raise Monthly Accounting Statement
EXHIBIT U
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Form of LTC Lease Recognition Agreement
-vii-
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2010 (this
"Agreement"), among TIMBERLANDS II, LLC, a Delaware limited liability company
("Wells Timberland"), and WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Wells Partnership"; Wells Timberland and Wells
Partnership each a "Borrower" and collectively, the "Borrowers"), the various
financial institutions as are, or may from time to time become, parties hereto
(collectively, the "Lenders"), and COBANK, ACB ("CoBank"), as administrative
agent (in such capacity, the "Administrative Agent") for the Lenders.
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms to Article I.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Administrative Agent and certain of the Lenders
previously entered into a Credit Agreement (the "Original Credit Agreement"),
dated as of October 9, 2007 (the "Original Funding Date"), pursuant to which the
Lenders party thereto extended certain financial accommodations to the
Borrowers, the proceeds of which were used to fund a portion of the purchase
price of the Transaction;
WHEREAS, the Borrowers' only business is the direct or indirect ownership and
operation of the Real Property;
WHEREAS, in order