RECOGNITION AGREEMENT (Fiber Supply Agreement) by and among WELLS TRS HARVESTING OPERATIONS, LLC, TIMBERLANDS II, LLC, MEADWESTVACO COATED BOARD, INC., MEADWESTVACO CORPORATION, COBANK, ACB, as administrative agent and WACHOVIA BANK, N.A., as...

Exhibit 10.19

[Form – Georgia]

AFTER RECORDING, PLEASE RETURN
THIS INSTRUMENT TO:

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

RECOGNITION AGREEMENT
(Fiber Supply Agreement)

by and among

XXXXX TRS HARVESTING OPERATIONS, LLC,
TIMBERLANDS II, LLC,
MEADWESTVACO COATED BOARD, INC.,
MEADWESTVACO CORPORATION,

COBANK, ACB, as administrative agent

and

WACHOVIA BANK, N.A., as administrative agent

Dated as of October 9, 2007

RECOGNITION AGREEMENT
(Fiber Supply Agreement)
(Georgia)

     RECOGNITION AGREEMENT, dated as of October 9, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among 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”), TIMBERLANDS II, LLC, a Delaware limited liability company (“Xxxxx Timberland”; together with any future owner of the Timberlands (as defined below), the “Owner”), 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).

W I T N E S S E T H:

     WHEREAS, the Supplier, the Parent, and MW have entered into the Fiber Supply Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Fiber Supply Agreement”), and Xxxxx Timberland, the Supplier, the Parent and MW have entered into the Master Stumpage Agreement, dated as of the date hereof (as amended, restated, modified or otherwise supplemented from time to time, the “Master Stumpage 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 other Loan Documents (as defined in the Senior Credit Agreement), Xxxxx Timberland has executed first priority perfected

deeds to secure debt, assignments of leases and rents and security agreements (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 deeds to secure debt, assignments of leases and rents and security agreements (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 Fiber Supply 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 Fiber Supply 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

     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. Each of MW and the Parent 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 Fiber Supply Agreement or any other agreement or instrument to which MW and/or the Parent is or may be a party, at any time and from time to time, the Owner and/or the Supplier, without the consent of, or review by, MW or the Parent, may grant, convey, or otherwise create Mortgages, so long as (a) each such Mortgage is effectively subject to the Fiber Supply 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 to the Fiber Supply Agreement so that the transferee from such Lender takes the Timberlands subject to the Fiber Supply 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 each Mortgage:

          (a) Upon (i) the occurrence and during the continuance of any default by the Supplier or the Owner under the Fiber Supply Agreement, (ii) any event that would allow MW or the Parent to exercise remedies under the Fiber Supply Agreement or (iii) any event that would allow MW to accept assignment of the Supplier’s rights under the Master Stumpage Agreement, MW shall provide the Lenders with immediate written notice (a “Default Notice”) thereof; provided, that the obligation of MW to provide any Default Notice shall not arise until MW 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), (ii), or (iii) 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 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, MW shall not be permitted to terminate the Fiber Supply Agreement, but shall be permitted to exercise any other right or remedy available to it under the Fiber Supply Agreement, including the rights and remedies set forth in Section 7.2 of the Fiber Supply Agreement. If during a Cure Period (i) MW exercises its right under Section 7.2 of the Fiber Supply Agreement to cause the Supplier’s rights, interests and obligations in and under the

Master Stumpage Agreement to be assigned to it and (ii) the Lenders cure the default specified in the applicable Default Notice on or prior to the expiration of the Cure Period, MW shall assign such Section 7.2 rights, interests and obligations to the Lenders or their designee, which may, at the sole election of the Lenders, be the Supplier. MW shall accept performance and enforcement of the Supplier’s obligations and rights under the Fiber Supply 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 Supplier 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 Supplier under the Fiber Supply Agreement, MW shall attorn to the Transferee and recognize it as the applicable party under the Fiber Supply 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 Fiber Supply Agreement to which the Lender has not given its prior written consent; (ii) any prepayment made by MW under the Fiber Supply Agreement; (iii) any default under the Fiber Supply 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 or the Parent may assert against Xxxxx Timberland or the Supplier 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 and the Parent 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 MW under Section 10.2 of the Fiber Supply Agreement, MW and/ or the Parent 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 any of the rights or responsibilities of MW and/or the Parent under the Fiber Supply Agreement.

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” thereunder shall be deemed to refer to the administrative agent (or the 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 action son 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
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.

     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.

     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]

     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.

SIGNED, SEALED AND DELIVERED IN THE				XXXXX TRS HARVESTING OPERATIONS,
PRESENCE OF:				LLC, a Delaware limited liability company
/s/ Xxxxx Xxxxx				By: Forest Resource Consultants, Inc., a Georgia limited liability company, Its Manager
Unofficial Witness
Print Name:		Xxxxx Xxxxx
				By:		/s/ Xxxxx Foil
						Name: Xxxxx Foil
/s/ Xxxxx X. Xxxxx						Title: President
Notary Public
				(Seal)
My commission expires: 8/23/11
[NOTARY SEAL]

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:				TIMBERLANDS II, LLC, a Delaware limited liability company
/s/ Xxxxx Xxxxx				By: Xxxxx Timberland Management Organization, LLC, a Georgia limited liability company, Its Manager
Unofficial Witness
Print Name:		Xxxxx Xxxxx
				By:		/s/ Xxxx X. Xxxxxxx
						Name: Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx						Title: President
Notary Public
				(Seal)
My commission expires: 8/23/11
[NOTARY SEAL]

[Signatures continue on following page]

Recognition Agreement (Fiber Supply Agreement) - Georgia
Signature and Acknowledgement Page 1

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:				MEADWESTVACO COATED BOARD, INC., a Delaware corporation
/s/  Xxxx X. Xxxxxxx				By:		Xxxxx X. Xxxx
Unofficial Witness						Name:  Xxxxx X. Xxxx
Print Name:		Xxxx X. Xxxxxxx				Title:  Vice President — Forestry
/s/  Xxxxxxxx X. Xxxxxxx
Notary Public				(Seal)
My commission expires: 9/20/10
[NOTARY SEAL]

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:				MEADWESTVACO COATED BOARD, INC., a Delaware corporation
/s/  Xxxx X. Xxxxxxx				By:		/s/  Xxxxx X. Xxxx
Unofficial Witness						Name: Xxxxx X. Xxxx
Print Name:		Xxxx X. Xxxxxxx				Title: Vice President — Forestry
/s/  Xxxxxxxx X. Xxxxxxx
Notary Public				(Seal)
My commission expires: 9/20/10
[NOTARY SEAL]

[Signatures continue on following page]

Recognition Agreement (Fiber Supply Agreement) - Georgia
Signature and Acknowledgement Page 2

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:				COBANK, ACB, as administrative agent for the lenders under the Senior Credit Agreement
/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxxxx Xxxxxxxxxx
Unofficial Witness						Name:   Xxxxxxx Xxxxxxxxxx
Print Name:		Xxxxx Xxxxxx				Title:   VP
/s/ Xxxx X. Xxxxxxxx
Notary Public				(Seal)
My commission expires:   11/24/07
[NOTARY SEAL]

SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:				WACHOVIA BANK, N.A., as administrative agent for the lenders under the Subordinated Credit Agreement
/s/ Xxxxxxxxx Xxxxxxxx				By:		/s/ Xxxxx X. Xxxxxxxx
Unofficial Witness						Name:   Xxxxx X. Xxxxxxxx
Print Name:		Xxxxxxxxx Xxxxxxxx				Title:   Director
/s/ Xxxxx X. Xxxxxx
Notary Public				(Seal)
My commission expires:   11/04/08
[NOTARY SEAL]

[Signatures continue on following page]

Recognition Agreement (Fiber Supply Agreement) - Georgia
Signature and Acknowledgement Page 3

EXHIBIT A
LEGAL DESCRIPTION OF TIMBERLANDS