EX-10.36 5 exhibit1036duetoaffiliates.htm DUE TO AFFILIATES DISCHARGE AGREEMENT Exhibit 10.36 Due to Affiliates Discharge Agreement


Exhibit 10.36


DTA Liability Discharge Agreement

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

WHEREAS, the Company had incurred liabilities to Wells TIMO, in the amount of approximately $25.1 million as of December 31, 2011 as listed on Exhibit A to this agreement, consisting of accrued but unpaid advisory fees and expense reimbursements (“DTA Liability”) pursuant to the terms of the advisory agreement by and among the Company and Wells TIMO, as it has been amended from time to time.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Wells TIMO hereby discharges the DTA Liability in full as of the Effective Date, and the Company acknowledges such discharge by Wells TIMO.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date.

Wells Timberland Management Organization, LLC
 
By:
/s/ Brian Davis
 
Name:
Brian Davis
 
Title:
Chief Financial Officer


Wells Timberland REIT, Inc.
 
By:
/s/ Douglas Williams
 
Name:
Douglas Williams
 
Title:
Executive Vice President



Wells Timberland Operating Partnership L.P.
By: Wells Timberland REIT, Inc., its general partner
 
By:
/s/ Douglas Williams
 
Name:
Douglas Williams
 
Title:
Executive Vice President






EXHIBIT A


Wells Timberland REIT, Inc. and Subsidiaries
DTA Liability Balance
December 31, 2011


 
 
Balance as of
 
 
12/31/2011
 
 
 
Asset Management Fees
$
13,607,839.02

Administrative Expense Reimbursements
 
11,326,010.15

Contingent expense reimbursements abatement
 
(910,000
)
Operating Expense Reimbursements
 
1,067,692.10

 
$
25,091,541.27