DTA Liability Discharge Agreement
Exhibit 10.36
This agreement is made and entered into as of January 20th, 2012 (the “Effective Date”) among Xxxxx Timberland REIT, Inc. (the “REIT”) and Xxxxx Timberland Operating Partnership, L.P. (the “Operating Partnership”) on behalf of themselves and their subsidiaries (collectively, the “Company”), and Xxxxx Timberland Management Organization, LLC (the “Xxxxx XXXX”).
WHEREAS, the Company had incurred liabilities to Xxxxx XXXX, 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 Xxxxx XXXX, 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, Xxxxx XXXX hereby discharges the DTA Liability in full as of the Effective Date, and the Company acknowledges such discharge by Xxxxx XXXX.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date.
Xxxxx Timberland Management Organization, LLC | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Chief Financial Officer | |
Xxxxx Timberland REIT, Inc. | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: | Executive Vice President | |
Xxxxx Timberland Operating Partnership X.X. Xx: Xxxxx Timberland REIT, Inc., its general partner | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxx | |
Title: | Executive Vice President | |
EXHIBIT A
Xxxxx 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 | ||
