RECOGNITION AGREEMENT (Master Stumpage Agreement) (Alabama)

[Form — Alabama]

Exhibit 10.18

THIS INSTRUMENT PREPARED BY,
AND RECORDING REQUESTED BY:

Xxxxxx X. Xxxxx
Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx XX
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000

RECOGNITION AGREEMENT
(Master Stumpage Agreement)
(Alabama)

     RECOGNITION AGREEMENT, dated as of October 9, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among TIMBERLANDS II, LLC, a Delaware limited liability company (“Xxxxx Timberland”; together with any future owner of the Timberlands (as defined below), the “Owner”), XXXXX TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (together with such company and with any assignee or delegate of any of its rights and/or responsibilities under the Fiber Supply Agreement (as defined below), the “Supplier”), MEADWESTVACO COATED BOARD, INC., a Delaware corporation (“MW”), MEADWESTVACO CORPORATION, a Delaware corporation (the “Parent”), COBANK, ACB, as administrative agent (in such capacity, the “Senior Administrative Agent”) for the 2007 Senior Lenders (as defined below), and WACHOVIA BANK, N.A., as administrative agent (in such capacity, the “Subordinated Administrative Agent”) for the 2007 Subordinated Lenders (as defined below).

     WHEREAS, Xxxxx Timberland, the Supplier, the Parent and MW have entered into the Master Stumpage Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Master Stumpage Agreement”) and the Supplier, the Parent, and MW have entered into the Fiber Supply Agreement, dated as of the date hereof (as amended, restated, modified or otherwise supplemented from time to time, the “Fiber Supply Agreement”), each of which Agreements affects certain land with the timber thereon and appurtenances thereto more particularly described in Exhibit A attached hereto (collectively, the “Timberlands”);

     WHEREAS, Xxxxx Timberland and Xxxxx Timberland Acquisition, LLC, a Delaware limited liability company (“Xxxxx Acquisition”; together with Xxxxx Timberland, the “Borrowers”), various financial institutions (collectively, the “2007 Senior Lenders”) and the Senior Administrative Agent are parties to the Senior Credit Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Senior Credit Agreement”), pursuant to which the 2007 Senior Lenders will make certain loans (the “Senior Loans”) in favor of the Borrowers;

     WHEREAS, Xxxxx Timberland and Xxxxx Acquisition, various financial institutions (collectively, the “2007 Subordinated Lenders”) and the Subordinated Administrative Agent are parties to the Subordinated Credit Agreement, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Subordinated Credit Agreement”), pursuant to which the 2007 Subordinated Lenders will make certain loans (the “Subordinated Loans”) in favor of the Borrowers;

     WHEREAS, as security for the Senior Loans and all other obligations of the Borrowers and the other loan parties under the Senior Credit Agreement and the Loan Documents (as defined in the Senior Credit Agreement), Xxxxx Timberland has executed first priority perfected mortgages, security agreements, assignments of leases and rents and financing statements (collectively, the “2007 Senior Mortgages”) in favor of the Senior Administrative Agent for the benefit of the 2007 Senior Lenders with respect to all of the Timberlands;

     WHEREAS, as security for the Subordinated Loans and all other obligations of the Borrowers and the other loan parties under the Subordinated Credit Agreement and the Subordinated Debt Documents (as defined in the Senior Credit Agreement), Xxxxx Timberland has executed second priority perfected mortgages, security agreements, assignments of leases and rents and financing statements (collectively, the “2007 Subordinated Mortgages”) in favor of the Subordinated Administrative Agent for the benefit of the 2007 Subordinated Lenders with respect to all of the Timberlands;

     WHEREAS, the Supplier has guaranteed the repayment of the Senior Loans, the Subordinated Loans and of all other obligations of the Borrowers and the other Loan Parties under the Loan Documents and the Subordinated Debt Documents;

     WHEREAS, as security for the Senior Loans and all other obligations of the Borrowers and the other Loan Parties under the Loan Documents, each of the Supplier and Xxxxx Timberland has collaterally assigned, and granted a first priority security interest in, among other things, all of its right, title and interest in, to and under, the Master Stumpage Agreement to the Senior Administrative Agent for the benefit of the 2007 Senior Lenders;

     WHEREAS, as security for the Subordinated Loans and all other obligations of the Borrowers and the other loan parties under the Subordinated Debt Documents, each of the Supplier and Xxxxx Timberland has collaterally assigned, and granted a second priority security interest in, among other things, all of its right, title and interest in, to and under, the Master Stumpage Agreement to the Subordinated Administrative Agent for the benefit of the 2007 Subordinated Lenders;

     WHEREAS, the Senior Administrative Agent and the 2007 Senior Lenders require, as a condition to the 2007 Senior Lenders’ making the Senior Loans pursuant to the Senior Credit Agreement, that the parties hereto execute and deliver this Agreement;

     WHEREAS, the Subordinated Administrative Agent and the 2007 Subordinated Lenders require, as a condition to the 2007 Subordinated Lenders’ making the Subordinated Loans pursuant to the Subordinated Credit Agreement, that the parties hereto execute and deliver this Agreement; and

- 2 -

     WHEREAS, all of the parties hereto wish for any person or party (a “Lender,” and collectively, the “Lenders”), to which, now or in the future, any fee or leasehold interest owner of all or any of the Timberlands grants or conveys any mortgage, deed to secure debt or security agreement or other collateral interest of or in all or any of the Timberlands and/or of or in the Owner or the Supplier’s rights under the Fiber Supply Agreement (any such mortgage, deed to secure debt or security agreement is herein called a “Mortgage,” and collectively, and including the 2007 Senior Mortgages and the 2007 Subordinated Mortgages, the “Mortgages”), to have the benefits and burdens of this Agreement.

     NOW, THEREFORE, in consideration of the premises set for the herein and for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the parties hereto hereby agree as follows:

ARTICLE I
MORTGAGES RESPECTING TIMBERLANDS

     SECTION 1.1 Consents to Current and Future Mortgages and Security Agreements. Each of MW, the Parent, and the Supplier consents to the 2007 Senior Mortgages and the 2007 Subordinated Mortgages and to the exercise by the Senior Administrative Agent, the Subordinated Administrative Agent, the 2007 Senior Lenders and the 2007 Subordinated Lenders of any and all of their rights under such 2007 Senior Mortgages and 2007 Subordinated Mortgages, respectively. In addition, and notwithstanding any term of the Master Stumpage Agreement or any other agreement or instrument to which MW, the Parent, and/or the Supplier is or may be a party, at any time and from time to time, the Owner, without the consent of, or review by, MW, the Parent or the Supplier, may grant, convey, or otherwise create Mortgages, so long as (a) each such Mortgage is subject and subordinate to the Master Stumpage Agreement, (b) any subsequent Transfer (as defined in the Fiber Supply Agreement) of Timberlands upon the enforcement by any such Lender of any rights under such Mortgage or other similar liens is subject and subordinate to the Master Stumpage Agreement so that the transferee from such Lender takes the Timberlands subject to the Master Stumpage Agreement and (c) MW and the Parent are given written notice of any such Mortgage (other than the 2007 Senior Mortgages and the 2007 Subordinated Mortgages) at least ten days prior to the effective date thereof.

     SECTION 1.2 Mortgage Protective Provisions. The following shall apply to any Mortgage:

          (a) Upon (i) the occurrence and during the continuance of any default by the Owner under the Master Stumpage Agreement, or (ii) any event that would allow MW, the Parent, or the Supplier to exercise remedies under the Master Stumpage Agreement, both MW and the Supplier shall provide the Lenders with immediate written notice (a “Default Notice”) thereof; provided, that the obligation of MW or the Supplier to provide any Default Notice shall not arise until MW or the Supplier has, or should have had (with the exercise of reasonable business due diligence), actual notice of any of the items specified in Section 1.2 (a) (i) or (ii) above. No Default Notice shall be effective unless and until a copy of the Default Notice is provided to the Lenders in accordance with the provisions of Section 2.2.

          (b) After receipt by the Lenders of a Default Notice, the Lenders shall have the right, in their sole discretion, but not the obligation, for a period (the “Cure Period”) of 180

- 3 -

days following the Lenders’ receipt of the Default Notice, to cure the default specified in the Default Notice within such time as the Lenders, through the exercise of reasonable diligence, may reasonably require to cure or cause to be cured such default, including any time required to obtain possession of and title to the interest in the Timberlands by foreclosure or otherwise. During the Cure Period, neither MW nor the Supplier shall be permitted to terminate the Master Stumpage Agreement, nor shall MW be permitted to exercise its cure or collateral assignment rights under the Master Stumpage Agreement. MW and the Supplier shall accept performance and enforcement of the Owner’s obligations and rights under the Master Stumpage Agreement by the Lenders and their assigns and designees.

          (c) In the event of (i) the institution of any foreclosure, trustee’s sale or other like proceeding, (ii) the appointment of a receiver for the Owner or the Timberlands, (iii) the exercise of rights to collect rents under any Mortgage or assignment of rents, (iv) the recording by any Lender of a deed in lieu of foreclosure for the Timberlands, or (v) any transfer or abandonment of possession of the Timberlands to a Lender in connection with any case or proceedings affecting the Supplier under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such action in the preceding clauses is herein called a “Specified Transfer”, and the Lender or any party taking title to the Timberlands in connection with a Specified Transfer is herein called the “Transferee”), upon any such Transferee succeeding to the interest of the Owner under the Master Stumpage Agreement, MW and the Supplier shall attorn to the Transferee and recognize it as the applicable party under the Master Stumpage Agreement for its remaining term.

          (d) In no event shall any Lender or any Transferee have any liability with respect to, or be subject to, any of the following: (i) any amendment, modification, termination or subordination of the Master Stumpage Agreement to which the Lender has not given its prior written consent; (ii) any prepayment made by MW, the Parent, or the Supplier under the Master Stumpage Agreement; (iii) any default under the Master Stumpage Agreement that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands, except to the extent said default continues thereafter; (iv) any such default that is impossible or impractical for Lenders or the Transferee to cure; and (v) any offsets or defenses that MW, the Parent or the Supplier may assert against the Owner as a result of any events, actions, or omissions that occurred prior to the Transferee’s obtaining title to an interest in the Timberlands. MW, the Parent and the Supplier hereby jointly and severally agree to execute and deliver such instruments and agreements as may be reasonably requested by any Lender to confirm the provisions of this Agreement. Notwithstanding anything to the contrary appearing in this Agreement, nothing in this Agreement, including, without limitation, the provisions of this Section 1.2(d), shall limit the recourse of MW and Parent against, or the obligations to MW or Parent of, Supplier, Owner or their respective successors and assigns.

     SECTION 1.3 Limitations on Assignment and Substitution. Notwithstanding any terms of any agreement, including, without limitation, the assignment and substitution rights provided to the Supplier and MW under Sections 8.2 and 8.3 of the Master Stumpage Agreement, MW, the Parent, and the Supplier shall not, without the prior written consent of the Lenders, which consent may be withheld by the Lenders in their sole discretion, assign or delegate to, or cause to be assumed by, any other party (including any of their affiliates) any of the rights or responsibilities of MW, the Parent, or the Supplier under the Master Stumpage Agreement.

- 4 -

ARTICLE II
MISCELLANEOUS

     SECTION 2.1 Senior Administrative Agents Act for All 2007 Lenders. So long as there are any obligations outstanding or unpaid under the Senior Credit Agreement, the Subordinated Credit Agreement, the other Loan Documents or the other Subordinated Debt Documents, respectively, all references in this Agreement to a “Lender” or the “Lenders” shall be deemed to refer to the Senior Administrative Agent and the Subordinated Administrative Agent, respectively, who, individually, on behalf of all Lenders under the Loan Documents and Subordinated Debt Documents, respectively, shall receive all notices, provide all communications, and take all other actions taken pursuant to this Agreement. Additionally, in the case of any Mortgage (other than the 2007 Senior Mortgages and the 2007 Subordinated Mortgages) securing loans and other obligations under or in connection with a loan agreement or credit agreement having or providing for multiple Lenders, all references in this Agreement to a “Lender” or the “Lenders” shall be deemed to refer to the administrative agent (or functional equivalent) thereunder, who, individually and on behalf of all such Lenders under such loan or credit agreement, shall receive all notices, provide all communications, and take all other actions on behalf of such Lenders pursuant to this Agreement.

     SECTION 2.2 Notices. All notices and other communications provided to any party hereto under this Agreement shall be in writing, shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, and addressed as specified by the Lenders and the parties hereto, with the current parties to be addressed as follows:

		If to the Supplier:		Xxxxx TRS Harvesting Operations, LLC
				c/x Xxxxx REIT, Inc.
				0000 Xxx Xxxxxxx Xxxxxxx
				Xxxxxxxx, Xxxxxxx 00000-0000
				Attention: Xxx Xxxxxx
				Facsimile No.: 000-000-0000
		If to Xxxxx Timberland:		Timberlands II, LLC
				c/x Xxxxx REIT, Inc.
				0000 Xxx Xxxxxxx Xxxxxxx
				Xxxxxxxx, Xxxxxxx 00000-0000
				Attention: Xxx Xxxxxx
				Facsimile No.: 000-000-0000
				With a copy to:
				Xxxxxx Xxxxxxxxx LLP
				One Atlantic Center, Fourteenth Floor
				0000 Xxxx Xxxxxxxxx Xxxxxx, X.X.
				Xxxxxxx, Xxxxxxx 00000-0000
				Attention: Xxxx Xxxxxxx, Esq.
				Facsimile No.: 000-000-0000

- 5 -

		If to MW or the Parent:		Corporate Secretary
				MeadWestvaco Corporation
				0000 Xxxx Xxxxx Xxxxxx
				Xxxx Xxxxx, Xxxxxxxx 00000
				With a copy to, if by courier:
				MeadWestvaco Corporation
				Plant Manager, Xxxxx Xxxx
				Xxxxxxx 000 Xxxxx
				Xxxxxxxxx, Xxxxxxx 00000
				With a copy to, if by US Post Office:
				MeadWestvaco Corporation
				Plant Manager, Xxxxx Mill
				X.X. Xxx 000
				Xxxxxxx Xxxx, Xxxxxxx 00000
		If to the 2007 Senior Lenders,
		to the Senior Administrative Agent:		CoBank, ACB
				0000 X. Xxxxxx Xxxxxx
				Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
				Attention: Syndications Coordinator, Corporate
				Finance Division
				Facsimile No.: 000-000-0000
		If to the 2007 Subordinated
		Lenders, to the Subordinated
		Administrative Agent:		Wachovia Bank, National Association
				000 Xxxxx Xxxxxxx Xxxxxx, XX0000
				Charlotte, North Carolina 28288-01741
				Attention: Xxxxx Xxxxxxx, Structured
				Asset Finance
				Facsimile No.: (000) 000-0000

The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices or other communications shall be sent. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

     SECTION 2.3 Applicable Law; Successors and Assigns. THIS RECOGNITION AGREEMENT SHALL BE GOVERNED AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

- 6 -

     SECTION 2.4 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS RECOGNITION AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN AND IN THE COUNTY OF NEW YORK. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HERETO FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH 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 PARTY HERETO 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 ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS RECOGNITION AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     SECTION 2.5 Waiver of Jury Trial, etc. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS RECOGNITION AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SENIOR ADMINISTRATIVE AGENT AND THE SUBORDINATED ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT.

     SECTION 2.6 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.

- 7 -

     SECTION 2.7 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

     SECTION 2.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to 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 provisions in any other jurisdiction.

     SECTION 2.9 Amendment, Waiver. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Owner, MW, and all Lenders holding a Mortgage on any portion of the Timberlands on the date of the instrument.

     SECTION 2.10 Survival. All agreements, statements, representations and warranties made by the parties herein shall be considered to have been relied upon by the Senior Administrative Agent, the Subordinated Administrative Agent, the 2007 Senior Lenders and the 2007 Subordinated Lenders and shall survive the execution and delivery of this Agreement.

     SECTION 2.11 No Waiver; Remedies Cumulative. No failure or delay on the part of any Lender in exercising any right, power or privilege hereunder, and no course of dealing between a Lender and any other party, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other exercise, or the further exercise, of any other right, power or privilege hereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender or any party would otherwise have.

[Signature Pages to Follow]

- 8 -

     IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by persons authorized to sign on their respective behalf, all as of the day and date first above set out.

		XXXXX TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company
		By: Forest Resource Consultants, Inc., a Georgia corporation, Its Manager
		By:		/s/ Xxxxx Foil
		Name:		Xxxxx Foil
		Title:		President

STATE OF    GEORGIA                                        
COUNTY OF   XXXXXX                                       

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxxx Foil, who acknowledged himself to be the President of Forest Resource Consultants, Inc., a Georgia corporation, as Manager of Xxxxx TRS Harvesting Operations, LLC, a Delaware limited liability company. Xxxxx Foil, of such corporation, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name as the aforementioned officer of such corporation as his free act and deed and the free act and deed of said corporation.

Xxxxx X. Xxxxx
Printed Name of Notary
/s/ Xxxxx X. Xxxxx
Signature of Notary				[NOTARY SEAL]
My commission expires:
8/23/11

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

		TIMBERLANDS II, LLC, a Delaware limited liability company
		By: Xxxxx Timberland Management Organization, LLC, a Georgia limited liability company, Its Manager
		By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		President

STATE OF    GEORGIA                    
COUNTY OF    XXXXXX                   

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxx X. Xxxxxxx, who acknowledged himself to be the President of Xxxxx Timberland Management Organization, LLC, a Georgia limited liability company, as Manager of Timberlands II, LLC, a Delaware limited liability company. Xxxx X. Xxxxxxx, of such limited liability company, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name as the aforementioned officer of such limited liability company as his free act and deed and the free act and deed of said limited liability company.

Xxxxx X. Xxxxx
Printed Name of Notary
/s/ Xxxxx X. Xxxxx
Signature of Notary				[NOTARY SEAL]
My commission expires:
8/23/11

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

		MEADWESTVACO COATED BOARD, INC., a Delaware corporation
		By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Vice President — Forestry

STATE OF GEORGIA
COUNTY OF XXXXXX

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxxx X. Xxxx, who acknowledged [himself/herself] to be the Vice President — Forestry of MeadWestvaco Coated Board, Inc., a Delaware corporation. Xxxxx X. Xxxx, of such corporation, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing [his/her] name as the aforementioned officer of such corporation as [his/her] free act and deed and the free act and deed of said corporation.

Xxxxxxxx X. Xxxxxxx
Printed Name of Notary
/s/ Xxxxxxxx X. Xxxxxxx
/s/   Signature of Notary				[NOTARY SEAL]
My commission expires:
9/20/2010

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

	MEADWESTVACO CORPORATION, a Delaware corporation
	By:	Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Vice President - Forestry

STATE OF    Georgia                                       
COUNTY OF   Xxxxxx                                    

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxxx X. Xxxx                 , who acknowledged [himself/herself] to be the Vice President - Forestry                of MeadWestvaco Corporation, a Delaware corporation. Xxxxx X. Xxxx                                     , of such corporation, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing [his/her] name as the aforementioned officer of such corporation as [his/her] free act and deed and the free act and deed of said corporation.

Xxxxxxxx X. Xxxxxxx
Printed Name of Notary
/s/ Xxxxxxxx X. Xxxxxxx
Signature of Notary				[NOTARY SEAL]
My commission expires:
9/20/2010

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

		COBANK, ACB, as administrative agent for the lenders under the Senior Credit Agreement
		By:		/s/  Xxxxxxx Xxxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxxx
		Title:		VP

STATE OF COLORADO
COUNTY OF ARAPAHOE

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxxxxx Xxxxxxxxxx, who acknowledged [himself/herself] to be the VP of CoBank, ACB. Xxxxxxx Xxxxxxxxxx, of such bank, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing [his/her] name as the aforementioned officer of such bank as [his/her] free act and deed and the free act and deed of said bank.

Xxxxxxx Xx Xxxxx III
Printed Name of Notary
/s/  Xxxxxxx Xx Xxxxx III Signature of Notary				[NOTARY SEAL]
My commission expires:
05/02/2008

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

	WACHOVIA BANK, N.A., as administrative agent for the lenders under the Subordinated Credit Agreement
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Director

  STATE OF North Carolina                          
COUNTY OF   Forsyth                                 

     Before me, the undersigned Notary Public in and for the State and County aforesaid, personally appeared the following person, with whom I am personally acquainted: Xxxxxx X. Xxxxxxxx                 , who acknowledged [himself/herself] to be the Director                   of Wachovia Bank, N.A.                                         , of such bank, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing [his/her] name as the aforementioned officer of such bank as [his/her] free act and deed and the free act and deed of said bank.

Xxx Xxxxxx Printed Name of Notary
/s/ Xxx Xxxxxx Signature of Notary				[NOTARY SEAL]
My commission expires:
05/26/2010

Recognition Agreement (Master Stumpage Agreement) — Alabama
Acknowledgement Page

EXHIBIT A
LEGAL DESCRIPTION OF TIMBERLANDS