Due to Affiliates Discharge Agreement between Wells Timberland REIT, Inc., Wells Timberland Operating Partnership, L.P., and Wells Timberland Management Organization, LLC

Summary

This agreement, effective January 20, 2012, is between Wells Timberland REIT, Inc., its operating partnership, and Wells Timberland Management Organization, LLC. The agreement states that Wells TIMO forgives approximately $25.1 million in liabilities owed by the Company, which include unpaid advisory fees and expense reimbursements. As of the effective date, the Company is released from these obligations, and both parties acknowledge the discharge of the debt.

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