EX-10.3 9 exhibit103amendmentagreeme.htm CREDIT AMENDMENT 2016 Exhibit
Exhibit 10.3
EXECUTION VERSION
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT, dated as of May 13, 2016 (this “Amendment”), among CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, the various financial institutions parties hereto (collectively, the “Lenders”), and COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties.
W I T N E S S E T H:
WHEREAS, the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent entered into that certain Fourth Amended and Restated Credit Agreement, dated as of December 23, 2014 (the “Original Credit Agreement”), which provided for, among other things, Loans to the Borrower in the aggregate maximum principal amount at any one time outstanding of FOUR HUNDRED TEN MILLION AND NO/100 DOLLARS ($410,000,000.00) and the guaranty by the Subsidiary Guarantors of the Subsidiary Guaranteed Obligations and the guaranty by CatchMark Timber of the Parent Guaranteed Obligations;
WHEREAS, the Borrower and the other Loan Parties party thereto entered into that certain Third Amended and Restated Security Agreement, dated as of December 23, 2014 (the “Original Security Agreement”), made by such Loan Parties in favor of the Administrative Agent, for the benefit of itself and the other Lender Parties;
WHEREAS, CatchMark Southern Timberlands II, L.P., a Delaware limited partnership (“CatchMark Southern Timberlands”), CatchMark Southern Holdings II GP, LLC, a Delaware limited liability company (“CatchMark Southern Holdings”), CatchMark South Carolina Timberlands, LLC, a South Carolina limited liability company (“CatchMark SC”; together with CatchMark Southern Timberlands and CatchMark Southern Holdings, collectively, “New Loan Parties”), the Borrower, the other Loan Parties party thereto and the Administrative Agent are party to that certain Joinder Agreement, dated as of November 20, 2015 (the “Joinder Agreement”), pursuant to which, among other things, the New Loan Parties became parties to the Credit Agreement as Guarantors and Loan Parties and became parties to the Original Security Agreement as Grantors and Loan Parties (the Original Security Agreement, as modified by the Joinder Agreement, together with all amendments, restatements, refinancings and other modifications, if any, from time to time thereafter made thereto, the “Security Agreement”);

WHEREAS, the Borrower, the other Loan Parties, the Administrative Agent and the Lender (as defined in the Credit Agreement) participating in such Multi-Draw Term Loan Increase entered into that certain Agreement Regarding Joinder of Multi-Draw Term Loan Lender and Multi-Draw Term Loan Increase, dated as of December 11, 2015 (the “Increase Agreement”; the Original Credit Agreement, as modified by the Joinder Agreement and the Increase Agreement, together with all amendments, restatements, refinancings and other modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”), which provided for, among other things, an increase in the principal amount of the Loans by an amount equal to NINETY MILLION AND NO/100 DOLLARS ($90,000,000.00), affirmation by each Subsidiary Guarantor of its guaranty of the Subsidiary Guaranteed Obligations (including, without limitation, the payment of the Loans), affirmation by CatchMark Timber of its guaranty of the Parent Guaranteed Obligations and affirmation by each Loan Party of its other obligations contained in the Credit Agreement and the other Loan Documents;




WHEREAS, the Loan Parties have requested certain modifications to the Credit Agreement as set forth in Article II of this Amendment;
WHEREAS, pursuant to Section 11.1 of the Credit Agreement, the Administrative Agent and the Lenders are willing, subject to the terms and conditions hereinafter set forth, to grant such modifications;
NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows.
ARTICLE I
DEFINITIONS; RECITALS
Unless otherwise defined herein or the context otherwise requires, terms used herein shall have the meaning provided in the Credit Agreement.
The recitals set forth above are hereby incorporated into this Amendment as if set forth at length herein.
ARTICLE II
AMENDMENTS
Effective as of the Amendment Effective Date, the Lenders, together with the Administrative Agent and the Loan Parties, hereby agree to amend the Loan Documents, as follows:
SECTION 2. 1Amended Credit Agreement. The Credit Agreement (exclusive of the Schedules and Exhibits thereto) is hereby amended by this Amendment as indicated on the marked document attached hereto as Schedule A.
SECTION 2. 2Amendments to Schedules to Credit Agreement. The Schedules to the Credit Agreement are hereby amended by replacing them in their entirety with the Schedules attached hereto as Schedule B.
SECTION 2. 3Amendments to Exhibits to Credit Agreement. The Exhibits to the Credit Agreement are hereby amended in the following particulars:
(a)Exhibit B-1 to the Credit Agreement is hereby amended by replacing it in its entirety with the Exhibit B-1 attached hereto as Schedule C-1.
(b)Exhibit E to the Credit Agreement is hereby amended by replacing it in its entirety with the Exhibit E attached hereto as Schedule C-2.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent and the Lenders to agree to the amendments provided for in Article II, each Loan Party hereby jointly and severally (a) represents and warrants that as of the date hereof and as of Amendment Effective Date (i) the recitals set forth above are true and correct in all material respects, (ii) each of the representations and warranties of any Loan Party or any Subsidiary of any Loan



Party contained in the Credit Agreement (as modified by this Amendment) and in the other Loan Documents (as modified by this Amendment) is true and correct in all material respects as if made on such date (except, if any such representation and warranty relates to an earlier date, such representation and warranty shall be true and correct in all material respects as of such earlier date), and (iii) no Default or Event of Default has occurred and is continuing, and (b) agrees that the incorrectness in any material respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default.

ARTICLE IV

ACKNOWLEDGMENT OF LOAN PARTIES
Each of the Loan Parties confirms that (a) all of its respective obligations under the Credit Agreement (including the Guaranty), the Security Documents and the other Loan Documents (in each case, as modified by this Amendment) are and shall continue to be, in full force and effect and (b) all of the Liens granted to the Administrative Agent under the Security Documents and the other Loan Documents are and shall continue to be, in full force and effect to secure the Obligations.

ARTICLE V

CONDITIONS TO EFFECTIVENESS
SECTION 3.1Effective Date. This Amendment shall become effective on such date (herein called the “Amendment Effective Date”) when each of the following conditions shall have been met:
SECTION 3.2Amendment Agreement. The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered on behalf of each Loan Party, the Administrative Agent and the Lenders.
SECTION 3.3Resolutions; Good Standing; etc. The Administrative Agent shall have received from each Loan Party a certificate, dated the Amendment Effective Date, of its Secretary, Assistant Secretary or Manager as to:
(a)resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of this Amendment and each other document in connection herewith to be executed by it;
(b)each Organizational Document of each such Loan Party; and
(c)the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of each such Loan Party that is authorized to act with respect to this Amendment and each other Loan Document executed by it;
upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary or Manager of the relevant Loan Party canceling or amending such prior certificate. The Administrative Agent shall have received satisfactory good standing certificates for each Loan Party from the jurisdiction where such Loan Party is organized.



SECTION 3.4Opinions. The Administrative Agent shall have received a legal opinion, dated the Amendment Effective Date and addressed to the Administrative Agent and all the Lenders, from legal counsel to the Loan Parties for New York and from the jurisdiction where the Borrower is organized.
SECTION 3.5Patriot Act. The Lenders shall have received all documentation and other information requested by (or on behalf of) any Lender in order to comply with the requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.
SECTION 3.6Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate duly executed by a Financial Officer of the Borrower, substantially in the form of Schedule C-2 attached hereto.
SECTION 3.7Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent shall have identified on that certain closing checklist prepared by counsel for the Administrative Agent for the transactions contemplated hereby.
SECTION 3.8Amendment Fees. The Administrative Agent shall have received for its own account, and for the account of each Lender and Voting Participant all fees, costs and expenses due and payable pursuant to that certain Fee Letter, dated as of the date hereof, including, without limitation, an amendment fee for the account of each Lender and Voting Participant, who has executed and electronically delivered its counterpart to this Amendment to the Administrative Agent on or before the time and day specified by the Administrative Agent.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.
SECTION 6.2Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement. Except as otherwise specified herein, all of the representations, warranties, terms, covenants and conditions contained in the Credit Agreement, the Security Documents and each other Loan Document shall remain unamended or otherwise unmodified and in full force and effect.
SECTION 6.3Limitation of Amendment. The modifications set forth in Article II shall be limited precisely as provided for herein and, except as expressly set forth herein, shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or of any term or provision of any other Loan Document or of any transaction or further or future action on the part of the Borrower or any other Loan Party which would require the consent of the Administrative Agent or any of the Lenders under the Credit Agreement or any other Loan Document.
SECTION 6.4Counterparts. This Amendment 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 together one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 6.5Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 6.6Further Assurances. The Borrower shall execute and deliver, and shall cause each other Loan Party and each Subsidiary of any Loan Party to execute and deliver, from time to time in



favor of the Administrative Agent and the Lenders, such documents, agreements, certificates and other instruments as shall be necessary or advisable to effect the purposes of this Amendment.
SECTION 6.7GOVERNING LAW; WAIVER OF JURY TRIAL; ENTIRE AGREEMENT. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION HEREWITH. THIS AMENDMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN OR ORAL, WITH RESPECT HERETO.

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WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. The Borrower specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


BORROWER:

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

By: CATCHMARK TIMBER TRUST, INC.,
as General Partner


By: /s/ Brian M. Davis                
Name: Brian M. Davis
Title: Senior Vice President and
Chief Financial Officer





WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK SOUTHERN HOLDINGS II GP, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK SOUTHERN HOLDINGS II GP, LLC

By: TIMBERLANDS II, LLC, as Sole Member

By: CATCHMARK TIMBER OPERATING              PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,         as General Partner


By: /s/ Brian M. Davis            
     Name: Brian M. Davis
     Title: Senior Vice President and
Chief Financial Officer





WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK SOUTHERN TIMBERLANDS II, L.P. specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK SOUTHERN TIMBERLANDS II, L.P.

By: CATCHMARK SOUTHERN HOLDINGS II GP, LLC, as General Partner
 
By: TIMBERLANDS II, LLC,
as Sole Member

By: CATCHMARK TIMBER OPERATING                 PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,
INC., as General Partner


By: /s/ Brian M. Davis            
          Name: Brian M. Davis
         Title: Senior Vice President and
                 Chief Financial Officer



WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC

By: TIMBERLANDS II, LLC,
as Sole Member

By: CATCHMARK TIMBER OPERATING                  PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,
INC., as General Partner


By: /s/ Brian M. Davis        
             Name: Brian M. Davis
             Title: Senior Vice President and
Chief Financial Officer




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK TIMBER TRUST, INC. specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK TIMBER TRUST, INC.


By:    /s/ Brian M. Davis            
        Name: Brian M. Davis
        Title: Senior Vice President and
Chief Financial Officer




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. TIMBERLANDS II, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.



TIMBERLANDS II, LLC

By: CATCHMARK TIMBER OPERATING
PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,
as General Partner


By: /s/ Brian M. Davis            
    Name: Brian M. Davis
    Title: Senior Vice President and
Chief Financial Officer




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK TIMBER TRS, INC. specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.

CATCHMARK TIMBER TRS, INC.


By:    /s/ Brian M. Davis            
        Name: Brian M. Davis
        Title: Senior Vice President and
Chief Financial Officer












WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK HBU, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK HBU, LLC

By: CATCHMARK TIMBER OPERATING                  PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,
as General Partner


By: /s/ Brian M. Davis            
    Name: Brian M. Davis
    Title: Senior Vice President and
Chief Financial Officer




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK TEXAS TIMBERLANDS GP, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK TEXAS TIMBERLANDS GP, LLC

By: TIMBERLANDS II, LLC, as Member

By: CATCHMARK TIMBER OPERATING                  PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST, INC.,
as General Partner


By: /s/ Brian M. Davis        
            Name: Brian M. Davis
            Title: Senior Vice President and
Chief Financial Officer




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK TRS HARVESTING OPERATIONS, LLC specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK TRS HARVESTING OPERATIONS, LLC

By: Forest Resource Consultants, Inc.,
as Manager


By: /s/ David T. Foil                    
        Name: David T. Foil
        Title: President




WAIVER OF APPRAISAL RIGHTS.    The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. Pursuant to Section 29-3-680 of the Code of Laws of South Carolina, THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE COLLATERAL. CATCHMARK TEXAS TIMBERLANDS, L.P. specifically acknowledges and affirms its waiver of appraisal rights as evidenced by its signature below.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunto duly authorized as of the day and year first above written.


CATCHMARK TEXAS TIMBERLANDS, L.P.

By: CATCHMARK TEXAS TIMBERLANDS GP, LLC,          as General Partner

By: TIMBERLANDS II, LLC, as Member

By: CATCHMARK TIMBER OPERATING                  PARTNERSHIP, L.P., as Manager

By: CATCHMARK TIMBER TRUST,
INC., as General Partner


By: /s/ Brian M. Davis        
                Name: Brian M. Davis
                Title: Senior Vice President and
Chief Financial Officer





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ADMINISTRATIVE AGENT:

COBANK, ACB,
as Administrative Agent


By: /s/ Zachary Carpenter        
Name: Zachary Carpenter
Title: Vice President













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Lenders:

COBANK, FCB


By: /s/ Michael Tousignant        
Name: Michael Tousignant
Title: Vice President


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH)


By:
/s/ Aurelle Vancauwenberghe___
Name: Aurelle Vancauwenberghe
Title: Vice President


By:
/s/ Claire Laury            
Name: Claire Laury
Title:    Executive Director


METROPOLITAN LIFE INSURANCE COMPANY


By:
/s/ W. Kirk Davis            
Name:    W. Kirk Davis
Title:    Director

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VOTING PARTICIPANTS (pursuant to
Section 11.10(d) of the credit agreement):


FARM CREDIT BANK OF TEXAS, as a Voting
Participant


By: /s/ Chris M. Levine            
Name:     Chris M. Levine
Title:     Vice President





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FARM CREDIT SERVICES OF AMERICA,
FLCA, as a Voting Participant


By: /s/ Ben Fogle            
Name:     Ben Fogle
Title:     Vice President





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FARM CREDIT WEST, FLCA, as a Voting Participant


By: /s/ Rob Stornetta            
Name:     Rob Stornetta
Title:     Vice President





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UNITED FCS, FLCA d/b/a FCS Commercial Finance Group, as a Voting Participant


By: /s/ Lisa Caswell            
Name:     Lisa Caswell
Title:     Vice President





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AGCHOICE FARM CREDIT, FLCA, as a Voting Participant


By: /s/ Joshua L. Larock        
Name:     Joshua L. Larock
Title:     Vice President





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MIDATLANTIC FARM CREDIT, ACA, as
agent/nominee for MidAtlantic Farm Credit,
FLCA, as a Voting Participant


By: /s/ William J. Rutter        
Name:     William J. Rutter
Title:     Vice President





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AGFIRST FARM CREDIT BANK, as a Voting Participant


By: /s/ Steven J. O’Shea            
Name:     Steven J. O’Shea
Title:     Vice President





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AMERICAN AGCREDIT, FLCA, as a Voting Participant


By: /s/ Janice T. Thede            
Name:     Janice T. Thede
Title:     Vice President





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FARM CREDIT EAST, ACA, as a Voting Participant


By: /s/ Eric W. Pohlman            
Name:     Eric W. Pohlman
Title:     Vice President





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NORTHWEST FARM CREDIT SERVICES,
FLCA, as a Voting Participant


By: /s/ Candy Casteal            
Name:     Candy Casteal
Title:     SVP - Credit





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AGSTAR FINANCIAL SERVICES FLCA, as a Voting Participant


By: /s/ Graham J. Dee            
Name:     Graham J. Dee
Title:     VP Capital Markets





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BADGERLAND FINANCIAL, FLCA, as a Voting Participant


By: /s/ Anthony G. Endres            
Name:     Anthony G. Endres
Title:     AVP Capital Markets





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1st FARM CREDIT SERVICES, FLCA, as a Voting Participant


By: /s/ Lee Fuchs            
Name:     Lee Fuchs
Title:     Vice President, Capital Markets Group





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FARM CREDIT MID-AMERICA, FLCA, f/k/a Farm Credit Services of Mid-America, FLCA, as a Voting Participant


By: /s/ Tabatha Hamilton            
Name:     Tabatha Hamilton
Title:     Vice President Capital Markets












SCHEDULE A

Amendments to Credit Agreement




[MARKED TO INDICATE AMENDMENTS PURSUANT TO
AMENDMENT AGREEMENT, DATED MAY 13, 2016]


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 23, 2014,
among
CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.,
as the Borrower,
CERTAIN GUARANTORS PARTY HERETO,
COBANK, ACB,
as the Administrative Agent, Joint Lead Arranger, Sole Bookrunner, Swingline Lender, and Issuing Lender,
AGFIRST FARM CREDIT BANK,
as Joint Lead Arranger and Syndication Agent,
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH),
as Documentation Agent,
and
CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders.











TABLE OF CONTENTS
 
 
Page

ARTICLE I
Definitions and Accounting Terms
2

SECTION 1.1
  Defined Terms
2

SECTION 1.2
  Use of Defined Terms
49

SECTION 1.3
  Certain Rules of Construction
49

SECTION 1.4
  Accounting Determinations
50

ARTICLE II
FUNDING OF LOANS
51

SECTION 2.1
  Amount and Terms of Loans
51

SECTION 2.2
  Notes; Updated Schedule II
62

SECTION 2.3
  Reserved
63

SECTION 2.4
  Continuation and Conversion Elections
63

ARTICLE III
Payments, Interest and Fees
64

SECTION 3.1
  Repayments and Prepayments
64

SECTION 3.2
  Interest Provisions
69

SECTION 3.3
  Revolver Commitment Fee
70

SECTION 3.4
  Multi-Draw Term Loan Commitment Fee
71

SECTION 3.5
  Letter of Credit Fees
71

SECTION 3.6
  Extension of Stated Maturity Date
71

ARTICLE IV
YIELD PROTECTION, TAXES AND RELATED PROVISIONS
74

SECTION 4.1
  Eurodollar Rate Lending Unlawful
74

SECTION 4.2
  Inability to Determine Rates
74

SECTION 4.3
  Capital Adequacy and Other Adjustments.
75

SECTION 4.4
  Funding Losses
76

SECTION 4.5
  Mitigation Obligations; Replacement of Lender
76

SECTION 4.6
  Taxes
77

SECTION 4.7
  Payments, Interest Calculations, etc
82

SECTION 4.8
  Sharing of Payments
82

SECTION 4.9
  Right of Setoff
83

SECTION 4.10
  Use of Proceeds
84

SECTION 4.11
  Payment Reliance
85

SECTION 4.12
  Defaulting Lenders
86

SECTION 4.13
  Cash Collateral
88

SECTION 4.14
  Letter of Credit Liability
89

ARTICLE V
CONDITIONS PRECEDENT TO LOANS
90

SECTION 5.1
  Conditions to Effectiveness
90

SECTION 5.2
  Conditions to Multi-Draw Term Loans
97

SECTION 5.3
  Conditions to all Loans and Letters of Credit
98

SECTION 5.4
  Determinations Under Article V
99

ARTICLE VI
Representations and Warranties
100

SECTION 6.1
  Organization, etc
100

SECTION 6.2
  Due Authorization, Non-Contravention, etc
100

SECTION 6.3
  Required Approvals
101

SECTION 6.4
  Validity, etc
101

SECTION 6.5
  No Material Liabilities
101




SECTION 6.6
  No Material Adverse Change, etc
102

SECTION 6.7
  Litigation, Labor Matters, etc
102

SECTION 6.8
  Capitalization
102

SECTION 6.9
  Compliance with Laws, etc
103

SECTION 6.10
  Properties, Permits, etc
103

SECTION 6.11
  Taxes, etc
104

SECTION 6.12
  ERISA
104

SECTION 6.13
  Environmental Warranties
105

SECTION 6.14
  Accuracy of Information
106

SECTION 6.15
  Transaction Agreement, etc
107

SECTION 6.16
  Absence of Default and Restrictions
108

SECTION 6.17
  Margin Regulations; Bank Secrecy Act, etc
108

SECTION 6.18
  Investment Company Status
108

SECTION 6.19
  Material Agreements; Governmental Approvals
108

SECTION 6.20
  Solvency
109

SECTION 6.21
  Insurance
109

SECTION 6.22
  Affiliate Transactions
109

SECTION 6.23
  Anti-Corruption; Anti-Terrorism and Sanctions
109

SECTION 6.24
  Separateness; Special Representations and Covenants Relating to Loan Parties
110

SECTION 6.25
  Qualified ECP Guarantor
114

ARTICLE VII
Covenants
115

SECTION 7.1
  Affirmative Covenants
115

SECTION 7.2
  Negative Covenants
144

ARTICLE VIII
Events of Default and Remedies
157

SECTION 8.1
  Listing of Events of Default
157

SECTION 8.2
  Action if Bankruptcy
161

SECTION 8.3
  Action if Other Event of Default
161

SECTION 8.4
  Remedies
161

SECTION 8.5
  Foreclosure on Collateral
162

SECTION 8.6
  Appointment of Administrative Agent as Attorney-in-Fact
162

SECTION 8.7
  Payments Upon Acceleration
163

ARTICLE IX
GUARANTY
164

SECTION 9.1
  Subsidiary Guaranty
164

SECTION 9.2
  Parent Guaranty
168

SECTION 9.3
  Joint and Several; Right of Contribution
171

ARTICLE X
THE ADMINISTRATIVE AGENT
172

SECTION 10.1
  Appointment and Authority
172

SECTION 10.2
  Rights as a Lender
172

SECTION 10.3
  Exculpatory Provisions
173

SECTION 10.4
  Reliance by Administrative Agent
174

SECTION 10.5
  Delegation of Duties
174

SECTION 10.6
  Resignation of Administrative Agent
174

SECTION 10.7
  Non-Reliance on Administrative Agent and Other Lenders
175

SECTION 10.8
  No Other Duties, Etc
176

SECTION 10.9
  Administrative Agent May File Proof of Claims
176

SECTION 10.10
  Agency for Perfection; Enforcement of Security by Administrative Agent
176




SECTION 10.11
  Collateral and Guaranty Matters
177

SECTION 10.12
  Indemnification
178

SECTION 10.13
  Resignation of Issuing Lender
178

SECTION 10.14
  Resignation of Swingline Lender
179

SECTION 10.15
  Compliance with Flood Laws
179

SECTION 10.16
  No Reliance on the Administrative Agent’s Customer Identification Program
179

ARTICLE XI
Miscellaneous Provisions
179

SECTION 11.1
  Waivers, Amendments, etc
179

SECTION 11.2
  Notices
182

SECTION 11.3
  Payment of Costs and Expenses
184

SECTION 11.4
  Indemnification by the Borrower
185

SECTION 11.5
  Survival
187

SECTION 11.6
  Severability
187

SECTION 11.7
  Headings
187

SECTION 11.8
  Counterparts; Integration; Effectiveness
187

SECTION 11.9
  Governing Law
188

SECTION 11.10
  Entire Agreement
188

SECTION 11.11
  Assignments and Participations
188

SECTION 11.12
  Press Releases and Related Matters
193

SECTION 11.13
  Consent to Jurisdiction and Service of Process
194

SECTION 11.14
  Waiver of Jury Trial, etc
195

SECTION 11.15
  Waiver of Consequential Damages, etc
195

SECTION 11.16
  No Strict Construction
195

SECTION 11.17
  Protection of Interests
195

SECTION 11.18
  Confidentiality
196

SECTION 11.19
  USA Patriot Act Notice
196

SECTION 11.20
  Assignment and Assumption
197

SECTION 11.21
  Waiver of Farm Credit Rights
197

SECTION 11.22
  Effectiveness of Amendment and Restatement; No Novation
197

SECTION 11.23
  Secured Bank Products and Secured Rate Protection Agreements
198

SECTION 11.24
  Effective Date Assignment
198

SECTION 11.25
  Acknowledgment and Consent to Bail-In of EEA Financial Institutions
198

 
 
 




SCHEDULES

SCHEDULE I
-    Disclosure Schedule
SCHEDULE II
-    Loans, Commitment Amounts and Percentages
SCHEDULE III
-    Voting Participants

EXHIBITS
EXHIBIT A-1
-    Form of Term Note
EXHIBIT A-2
-    Form of Revolving Note
EXHIBIT A-3
-    Form of Swingline Note
EXHIBIT A-4
-    Form of Multi-Draw Term Note
EXHIBIT B-1
-    Form of Borrowing Request
EXHIBIT B-2
-    Form of Continuation/Conversion Notice
EXHIBIT C
-    Form of Assignment and Assumption
EXHIBIT D
-    Form of Closing Date Certificate
EXHIBIT E
-    Form of Compliance Certificate
EXHIBIT F
-    Form of Landlord Estoppel Certificate
EXHIBIT G
-    Form of Collateral Assignment of Material Agreement
EXHIBIT H
-    Form of Joinder Agreement
EXHIBIT 4.6(A)
-    Form of U.S. Tax Compliance Certificate (Foreign Lenders Not a Partnership)
EXHIBIT 4.6(B)
-    Form of U.S. Tax Compliance Certificate (Foreign Participants Not a Partnership)
EXHIBIT 4.6(C)
-    Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
EXHIBIT 4.6(D)
-    Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)









FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED Credit Agreement, dated as of December 23, 2014 (this “Agreement”), among CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. (f/k/a Wells Timberland Operating Partnership, L.P.), a Delaware limited partnership (“CatchMark Partnership” or the “Borrower”), certain Guarantors party hereto, the various financial institutions as are, or may from time to time become, parties hereto as Lenders, and COBANK, ACB (“CoBank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms to Article I.
W I T N E S S E T H:
Whereas, Timberlands II, CatchMark Partnership (or its predecessor in interest), the Administrative Agent, certain of the other Loan Parties, and certain of the Lenders previously entered into a Credit Agreement (the “2007 Credit Agreement”), dated as of October 9, 2007, as amended and restated by that certain Amended and Restated Credit Agreement, dated as of March 24, 2010 (the “2010 Credit Agreement”), as amended and restated by that certain Second Amended and Restated Credit Agreement, dated as of September 28, 2012 (the “2012 Credit Agreement”), as amended and restated by that certain Third Amended and Restated Credit Agreement, dated as of December 19, 2013 (as amended by that certain Joinder and Amendment Agreement, dated as of May 30, 2014, and as otherwise amended, supplemented, extended, restated or otherwise modified prior to the effectiveness of this Agreement, the “Existing Credit Agreement”), pursuant to which the Lenders party thereto made available certain financial accommodations to Timberlands II and CatchMark Partnership;
WHEREAS, the Lenders desire to continue, extend and increase the Revolving Loan Commitments under the Existing Credit Agreement, continue, extend and increase the Multi-Draw Term Loan Commitment under the Existing Credit Agreement and, as of December 23, 2014, make available a term loan credit facility of $100,000,000 to CatchMark Partnership for the purposes set forth in Section 4.10 of this Agreement;
WHEREAS, pursuant to Section 11.20 of this Agreement, concurrent with the effectiveness of this Agreement on December 23, 2014, CatchMark Partnership assumed all of the rights and obligations of Timberlands II as a borrower under the Existing Credit Agreement and Timberlands II was released as a borrower under the Existing Credit Agreement and pursuant to Section 9.1 of this Agreement Timberlands II is guarantying all of the Subsidiary Guaranteed Obligations;
WHEREAS, concurrent with the effectiveness of this Agreement on December 23, 2014, each of the Second Amended and Restated Limited Guaranty, dated as of December 19, 2013, by CatchMark Timber in favor of the Administrative Agent for each of the Lender Parties, the Second Amended and Restated Guaranty, dated as of December 19, 2013, by CatchMark TRS in favor of the Administrative Agent for each of the Lender Parties, the Second Amended and Restated Guaranty, dated as of December 19, 2013, by CatchMark TRS Subsidiary in favor of the Administrative Agent for each of the Lender Parties, the Amended and Restated Guaranty, dated as of December 19, 2013, by CatchMark HBU in favor of the Administrative Agent for each of the Lender Parties, the Guaranty, dated May 30, 2014, by CatchMark Texas GP in favor of the Administrative Agent for each of the Lender Parties, the Guaranty, dated May 30, 2014, and by CatchMark Texas LP in favor of the Administrative Agent for each of the Lender Parties (in each case, as amended, restated, supplemented or otherwise modified prior to the effectiveness of this Agreement, collectively, the “Existing Guarantees”) was amended and restated in its entirety by Section 9.1 or Section 9.2, as applicable, and by the other terms and provisions of this Agreement;
WHEREAS, pursuant to a Joinder Agreement, dated as of November 20, 2015, CatchMark Southern Holdings, CatchMark Southern Timberlands and CatchMark SC became parties to this Agreement as



Subsidiary Guarantors, Guarantors and Loan Parties and became parties to the Security Agreement and other Loan Documents as more fully described in such Joinder Agreement;
WHEREAS, in order to continue or make such Loans or Commitments, to assign to CatchMark Partnership all of Timberlands II’s rights and obligations as a borrower under the Existing Credit Agreement and to release Timberlands II as a borrower under the same, to join Timberlands II as a Subsidiary Guarantor, and to amend and restate the Existing Guarantees, CatchMark Partnership, Timberlands II, the other Guarantors party hereto, the Administrative Agent and the Lenders under the Existing Credit Agreement agreed to amend and restate the Existing Credit Agreement and the Existing Guarantees as described herein; and
Whereas, the Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including Article V), to continue or make such Loans or Commitments to CatchMark Partnership.
Now, therefore, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1     Defined Terms. The following terms when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meaning:
2007 Credit Agreement” is defined in the recitals.
2010 Credit Agreement” is defined in the recitals.
2012 Credit Agreement” is defined in the recitals.
Account Bankmeans CoBank and each bank or other financial institution, securities intermediary or commodity intermediary that is reasonably acceptable to the Administrative Agent.
Account Control Agreementmeans (a) each InvestLine Control Agreement between any Loan Party, CoBank and the Administrative Agent and (b) each deposit, securities or commodity account control agreement, executed by an Account Bank, the Loan Party named on the deposit, securities or commodity account and the Administrative Agent, in form and content reasonably acceptable to the Administrative Agent.
Additional Commitment Lender” is defined in Section 3.6.4.
Adjustment Date means each date which is the fifth Business Day after the receipt by the Administrative Agent of each Compliance Certificate and related financial statements delivered by the Borrower pursuant to Section 7.1.1(e) and, in the case a decrease in an Applicable Margin is warranted, a written request from the Borrower to decrease such margin (which notice shall be deemed given if noted on the applicable Compliance Certificate).
Administrative Agent is defined in the preamble and includes each successor Administrative Agent pursuant to Section 10.6.



Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means with respect to a specific Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agent Parties” means, collectively, the Administrative Agent and each of its Related Parties.
Aggregate Letter of Credit Usage means, as of the date of determination, the result of (a) the Letter of Credit Usage for all outstanding Letters of Credit less (b) the Letter of Credit Usage for any outstanding Letter of Credit for which the Borrower has provided collateral in the manner provided in Section 4.14 in an amount not less than the Letter of Credit Liability for such Letter of Credit. For the avoidance of doubt, the Letter of Credit Usage for any Letter of Credit shall not be reduced by any Cash Collateral provided pursuant to Sections 4.12 or 4.13.
Agreement is defined in the preamble.
AgSouth means AgSouth Farm Credit, ACA.
AL Guarantor” is defined in clause (b) of Section 9.1.
Amendment Effective Date means May [__], 2016.
Anti-Corruption Laws” means any Laws of any Governmental Authority concerning or relating to bribery or corruption.
Anti-Terrorism Laws” means any Laws of any Governmental Authority concerning or relating to financing terrorism, “know your customer” or money laundering.
Applicable Margin” means the applicable per annum percentage set forth in the pricing table below opposite the applicable Loan to Value Ratio.
Loan to Value Ratio
Base Rate and LIBOR Margin for Term Loans
Base Rate Margin for Revolving Loans
Base Rate Margin for Multi-Draw Term Loans
LIBOR Margin for Revolving Loans
LIBOR Margin for Multi-Draw Term Loans
Commitment Fee
> 40%
1.75%
1.50%
1.75%
2.50%
2.75%
0.35%
< 40% and >30%
1.75%
1.00%
1.25%
2.00%
2.25%
0.30%
< 30% and >20%
1.75%
0.75%
1.00%
1.75%
2.00%
0.25%
< 20%
1.75%
0.50%
0.75%
1.50%
1.75%
0.20%
The Loan to Value Ratio used to compute the Applicable Margin shall be the Loan to Value Ratio most recent calculated and reported pursuant to Section 5.1.24, clause (e) of Section 7.1.1 or, in the event of a Multi-Draw Term Loan Borrowing or an Incremental Term Loan Borrowing in excess of $30,000,000, Section 5.3.3. Changes in the Applicable Margin resulting from a change in the Loan to Value Ratio shall become effective upon the Adjustment Date or, in the event of a Multi-Draw Term Loan Borrowing or an Incremental



Term Loan Borrowing in excess of $30,000,000, upon the date of such Borrowing; provided that, in each case, no such change shall be made in the Applicable Margin with respect to outstanding LIBOR Loans during the existing Interest Period. If the Borrower shall fail to deliver a Compliance Certificate with respect to a Fiscal Quarter as and when required pursuant to clause (e) of Section 7.1.1, the Applicable Margin, from and including the date it was required to deliver such Compliance Certificate to but not including the fifth Business Day following the date the Borrower delivers to the Administrative Agent a Compliance Certificate with respect to such Fiscal Quarter, shall conclusively be presumed to equal the highest relevant Applicable Margin set forth above. Upon a Commitment Termination Event or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Applicable Margin shall be immediately increased to the highest Applicable Margin set forth above during all periods of time in which any Event of Default has occurred and is continuing.
If, as a result of any restatement of or other adjustment to any financial statements referred to above (a) the Loan to Value Ratio as delivered by the Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Loan to Value Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Loan to Value Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (ii) if the proper calculation of the Loan to Value Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any overpaid interest to the Borrower, provided that if, as a result of any restatement or other event a proper calculation of the Loan to Value Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.
Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required pursuant to Section 11.11), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.
Authorized Officer means, relative to any Loan Party, each Financial Officer and other officers of such Loan Party whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.2 or otherwise.
Available Revolving Facility Commitment” means, as of the date of determination, the result of (a) the aggregate of all Revolving Loan Commitment Amounts, minus (b) the aggregate outstanding principal of all Revolving Loans, minus (c) the aggregate outstanding principal of all Swingline Loans, minus (d) the Aggregate Letter of Credit Usage.
Available Revolving Lender Commitment” means, as of the date of determination, for any Revolving Lender the result of (a) such Lender’s Revolving Loan Commitment Amount, minus (b) the aggregate outstanding principal of all of such Lender’s Revolving Loans, minus (c) its Percentage of the aggregate outstanding principal of all Swingline Loans, minus (d) its Percentage of the Aggregate Letter of Credit Usage.



Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law or regulation (any reference to a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization) for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule.
Base Rate” means the rate per annum announced by the Administrative Agent on the first business day of each week, which shall be the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus one half of one percent (0.50%) and (c) 1.50% greater than the One-Month LIBOR (rounded upward, if necessary, to the next whole multiple of 1/100th of 1.00%). For purposes of this definition of “Base Rate”, (x) the “Prime Rate” means a variable rate of interest per annum equal to the “U.S. prime rate” as reported on such day in the Money Rates Section of the Eastern Edition of The Wall Street Journal, or, if the Eastern Edition of The Wall Street Journal is not published on such day, such rate as last published in the Eastern Edition of The Wall Street Journal, and (y) the “One-Month LIBOR” means LIBOR determined on a daily basis for an Interest Period of one (1) month; provided that, if LIBOR is no longer available for such Interest Period, “One-Month LIBOR” shall be calculated for such Interest Period as the Administrative Agent shall select in its sole discretion.
Best Management Practices means forest management, silvicultural, planting, thinning and timber harvesting practices that are in accordance with (a) SFI-certification requirements of Sustainable Forestry Initiative, Inc. and (b) “Best Management Practices” (or similarly titled regulations or non-binding guidance) issued with respect to the management and harvesting of timberlands by Governmental Authorities in the States where the Real Property is located.
Borroweris defined in the preamble.
Borrowingmeans (a) a borrowing from the applicable Lenders of (i) the Term Loans on the Effective Date in accordance with the Lenders’ Term Loan Commitments, (ii) the Incremental Term Loans on the closing date therefor in accordance with the Lenders’ Incremental Term Loan Commitments for such Incremental Term Loan Facility, (iii) Multi-Draw Term Loans during the Multi-Draw Term Loan Availability Period in accordance with the Lenders’ Multi-Draw Term Loan Commitments, (iv) the Revolving Loans during the Revolving Availability Period in accordance with the Lenders’ Revolving Loan Commitments, or (v) Swingline Loans during the Revolving Availability Period in accordance with the Swingline Commitment, or (b) an issuance, by any Issuing Lender of any Letter of Credit during the Revolving Availability Period in accordance with the Letter of Credit Sublimit.
Borrowing Request means a Borrowing Request, duly executed by a Financial Officer of the Borrower, in substantially the form of Exhibit B-1 attached hereto.
Business Day means (a) any day on which the Administrative Agent is open for business and is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Denver, Colorado; and (b) relative to the making, continuing, prepaying or repaying of the Loans, any day which is a Business Day described in clause (a) above and which is also a day on which dealings in Dollars are carried on in the interbank Eurodollar market.



Cash Collateralize” means, (a) with respect to Obligations described in clause (a) of the definition thereof, to deposit in or credit to an Account Bank or to pledge and deposit or credit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Lenders or Lenders, as collateral for Letter of Credit Liabilities or obligations of the Lenders to fund participations in respect of Letter of Credit Liabilities, cash or deposit or credit account balances or, if the Administrative Agent and each applicable Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Lender, and (b) with respect to Obligations described in clauses (b) and (c) of the definition thereof, to pledge and deposit or credit with or deliver to the Administrative Agent, for the benefit of each Lender (or its Affiliate) that is the provider of a Secured Bank Product or a Rate Protection Agreement provided by a Lender Party, as the case may be, as collateral for such Secured Bank Product or Rate Protection Agreement, cash or deposit account or credit balances, or, if the Administrative Agent and such Lender (or its Affiliate) shall agree in their respective sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Lender (or its Affiliate). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Equivalent Investment” means, at any time:
(a)any evidence of Indebtedness, with overnight maturities issued or guaranteed by the United States;
(b)commercial paper, maturing not more than one day from the date of issuance and rated at least A-1 by S&P or P-1 by Moody’s, which is issued by a corporation (other than an Affiliate of any Loan Party) organized under the Laws of any state of the United States or of the District of Columbia;
(c)any certificate of deposit or bankers acceptance or time deposit, maturing daily, which is issued by a commercial banking institution that (i) is a member of the Federal Reserve System, (ii) has a combined capital and surplus and undivided profits of not less than $1,000,000,000 and (iii) has a credit rating of A2 or higher from Moody’s or A or higher from S&P; or
(d)any investment in money market mutual funds having portfolio assets in excess of $5,000,000,000 that comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by S&P and Aaa by Moody’s.
CoBank Cash Management Agreement means any Master Agreement for Cash Management and Transaction Services between CoBank and the Borrower, including all exhibits, schedules and annexes thereto and including all related forms delivered by the Borrower to CoBank in connection therewith; provided that, the Borrower shall have elected pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swingline Loan and such election shall not have been modified.
CatchMark HBU means CatchMark HBU, LLC (f/k/a Wells Timberland HBU, LLC), a Delaware limited liability company.
CatchMark Holder means CatchMark LP Holder, LLC, a Delaware limited liability company.
CatchMark Partnership” is defined in the preamble.
CatchMark SCmeans CatchMark South Carolina Timberlands, LLC, a South Carolina limited liability company.



CatchMark Southern Timberlandsmeans CatchMark Southern Timberlands II, L.P., a Delaware limited partnership.
CatchMark Southern Holdingsmeans CatchMark Southern Holdings II GP, LLC, a Delaware limited liability company.
CatchMark Timber” means CatchMark Timber Trust, Inc. (f/k/a Wells Timberland REIT, Inc.), a Maryland corporation.
CatchMark Timber Security Agreement” means the Third Amended and Restated Security Agreement, dated as of December 23, 2014, made by CatchMark Timber in favor of the Administrative Agent for the benefit of itself and the other Lender Parties.
CatchMark Texas GP” means CatchMark Texas Timberlands GP, LLC, a Texas limited liability company.
CatchMark Texas LP” mean CatchMark Texas Timberlands, L.P., a Texas limited partnership.
CatchMark TRS” means CatchMark TRS, Inc. (f/k/a Wells Timberland TRS, Inc.), a Delaware corporation.
CatchMark TRS Subsidiary” means CatchMark TRS Harvesting Operations, LLC (f/k/a Wells Timberland TRS Harvesting Operations, LLC), a Delaware limited liability company.
CatchMark TRS Subsidiary Accountis defined in Section 7.1.13.
CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
Change in Law means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.
Change of Control” means: (a) CatchMark Timber ceases to own and control, beneficially and of record, directly or indirectly, 100% of the Equity Interests of the Borrower; (b) any consolidation or merger of the Borrower in which the Borrower is not the continuing or surviving entity; (c) the Borrower ceases to own and control, beneficially and of record, directly or indirectly, 100% of the Equity Interests of each Subsidiary Guarantor; and (d) (i) any Person or group (within the meaning of Rule 13d-5 of the SEC as in effect on the Effective Date) shall own directly or indirectly, beneficially or of record, Equity Interests representing 20% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of CatchMark Timber; or (ii) a majority of the seats (other than vacant seats) on the board of directors (or equivalent) of CatchMark Timber shall at any time be occupied by Persons who were neither (A) nominated by the management of CatchMark Timber, nor (B) appointed by directors so nominated; or (iii) any Person or group (other than its board of directors on the Effective Date) shall otherwise directly or



indirectly control CatchMark Timber (for purposes of this definition, “control” means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of CatchMark Timber, whether through the ownership of voting securities or by contract or otherwise).
CoBank is defined in the preamble.
Code means the Internal Revenue Code of 1986.
Collateral means (a) the Equity Interests of each of the Subsidiary Guarantors, and any other Subsidiary of the Borrower (other than any Shell Subsidiary wholly-owned by another Shell Subsidiary) and (b) all the other assets of each Loan Party that are subject to a Lien pursuant to any Loan Document.
Collateral Assignment of Material Agreementmeans each Collateral Assignment of Material Agreement, in substantially the form of Exhibit G attached hereto, and executed by each relevant Loan Party and other Persons that are parties to the Material Agreement the subject thereof. In the discretion of the Administrative Agent, the form of the relevant Collateral Assignment of Material Agreement with respect to any particular Material Agreement (including material Transaction Documents) may vary.
Collateral Insurance Proceeds means all insurance proceeds that have been paid on account of any of the Collateral.
Commitment” means, the Term Loan Commitment, the Incremental Term Loan Commitment for each Incremental Term Loan Facility, the Multi-Draw Term Loan Commitment and the Revolving Loan Commitment, as applicable.
Commitment Fee” means the Revolver Commitment Fee and the Multi-Draw Term Loan Commitment Fee.
Commitment Termination Event means (a) the occurrence of any Default or Event of Default described in Section 8.1.7 or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3 or (ii) the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have been terminated.
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended.
Communications” means collectively, all information, documents and other materials that any Loan Party or any Subsidiary of any Loan Party is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, or (c) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder.
Compliance Certificate means a Compliance Certificate duly executed by a Financial Officer of the Borrower, substantially in the form of Exhibit E attached hereto, together with such changes thereto as the Administrative Agent may from time to time reasonably request, in form and content acceptable to the Administrative Agent.



Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss (including by providing a Lien on its property or assets, maintaining any financial statement condition or liquidity level, or purchasing or leasing any property or services)) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The principal amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.
Continuation/Conversion Notice means a Continuation/Conversion Notice duly executed by a Financial Officer of the Borrower, substantially in the form of Exhibit B-2 attached hereto.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
Cost Basis means with respect to Real Property: (a) the appraised value of such Real Property as determined by the most recent appraisal for such Real Property delivered to the Administrative Agent or (b) if no such appraisal was required by the terms of this Agreement (or such requirement was waived by the Administrative Agent in its sole discretion pursuant to the terms of this Agreement) and no Loan Party elected to obtain an appraisal in connection with the acquisition thereof, the aggregate purchase price (or other forms of consideration) of such Real Property, in each case, adjusted to reflect any increase or decrease in the pre-merchantable value of the Timber volumes for such Real Property as reflecting on the most recent inventory report for such Real Property.
Credit Support” has the meaning assigned to such term in Section 7.2.3(g).
Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
Default means any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.
Defaulting Lender” means, subject to Section 4.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, or any Issuing Lender or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect



(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (e) has (or its parent company or a financial institution affiliate thereof has) notified the Administrative Agent, or has stated publically, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.12(b)) upon delivery of notice of such determination to the Borrower and each Lender.
Disclosure Schedule means the Disclosure Schedule attached as Schedule I hereto, as amended, supplemented or otherwise modified from time to time by the Borrower pursuant to the terms hereof or with the consent of the Administrative Agent and the Required Lenders.
Division means:
(a) for purposes of the Harvest Plan, shall mean those units or portions of the Timberlands as the Administrative Agent may request in its reasonable discretion; provided however, during an Event of Default and upon the request of the Administrative Agent in its sole discretion, “Division” for purposes of the Harvest Plan shall mean those portions of the Timberlands designated by tract by the Timber Manager primarily responsible for preparing or reviewing the Harvest Plan with respect to such portions of Timberlands;
(b) for purposes of the quarterly reports described in Section 7.1.11(d)(iv) and Section 7.1.11(i), shall mean the entire Timberlands of the Landholders; provided however, during an Event of Default and upon the request of the Administrative Agent in its reasonable discretion, “Division” for purposes of such quarterly reports shall mean those portions of the Timberlands consisting of Real Property owned in fee simple, the PLM Leases, the LTC Lease, the Timber Deeds, and all other Timber Leases or such other units or portions of the Timberlands as the Administrative Agent may request in its reasonable discretion;
(c) for purposes of appraisal updates and appraisals, shall mean those portions of the Timberlands consisting of Real Property owned in fee simple, the PLM Leases, the LTC Lease, the Timber Deeds, and all other Timber Leases; provided however, during an Event of Default and upon the request of the Administrative Agent in its reasonable discretion, “Division” for purposes of appraisals shall mean such other units or portions of the Timberlands as the Administrative Agent may request in its reasonable discretion; and



(d) for all other purposes (if any), those portions of the Timberlands, whether owned or leased, which are grouped together for management purposes in units or portions as identified by the applicable Landholders and reasonably acceptable to the Administrative Agent.
Dollar and the symbol “$” mean lawful money of the United States.
Domestic” means, with respect to any asset, located in any state, commonwealth or territory of the United States (including the District of Columbia) and, with respect to any corporation, limited liability company, trust, joint venture, association, company, partnership or other entity, formed and existing under the laws of the United States or any state, commonwealth or territory thereof (including the District of Columbia).
EBITDA” means the result of (a) net income or deficit, as the case may be, calculated in accordance with GAAP; less (b) any gain on Rate Protection Agreements; plus (c) the sum, without duplication, of (i) income taxes, (ii) total interest expense (including non-cash interest), (iii) depletion and other amortization expense, (iv) with respect to the sale in fee simple of up to two percent (2%) of the fee acreage of the Real Property in any Fiscal Year, cash proceeds from such sales equal to the Cost Basis of the Real Property sold, (v) the amount of any cash received representing unearned revenue with respect to a non-refundable option or other similar payments in connection with the sale of Real Property, (vi) any loss on Rate Protection Agreements, (vii) any non-cash expenses representing amounts due to Affiliates, (viii) any non-cash expenses associated with the termination of Timber Leases, (ix) any non-cash expenses incurred in connection with the prepayment of Indebtedness, and (x) any one-time expenses incurred in connection with the permitted acquisition of Real Property to the extent the add back of such expenses under this definition has been approved by the Administrative Agent; less (d) in the Fiscal Year earned as revenue, the amount of any cash previously included in EBITDA pursuant to clause (c)(v) hereof; plus (e) the actual amount of reasonable fees and out-of-pocket transaction costs and expenses of CatchMark Timber in connection with the offering and issuance of common stock of CatchMark Timber; plus (f) the actual amount of reasonable fees and out-of-pocket transaction costs and expenses paid by any Loan Party in connection with the transition to self-management (and including transaction costs associated with the closing of this Agreement), in an aggregate amount not to exceed $2,000,000; plus (g) non-cash compensation expenses; plus (h) the actual amount of reasonable fees and out-of-pocket transaction costs and expenses paid by any Loan Party in connection with any acquisition [**] permitted pursuant to clause (vii) of Section 7.2.5 [**] in an aggregate amount not to exceed $1,000,000. For purposes of this definition of “EBITDA,” net income or deficit for any period shall (y) not include any net income or deficit of either Joint Venture except to the extent of the amount of cash dividends, cash distributions or other cash payments (or to the extent converted into cash) made by either Joint Venture to a Loan Party, and (z) include any cash dividend, cash distribution or other cash payment (or to the extent converted into cash), other than any return of capital, made by either Joint Venture received by a Loan Party in excess of, but without duplication of, the amounts included in the preceding clause (y).
EEA Financial Institution means (i) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country that is a parent of an institution described in clause (i) of this definition or (iii) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (i) or (ii) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein and Norway.


**Certain material has been omitted from this portion of the document pursuant to a request for confidential treatment. All omitted material has been filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.



EEA Resolution Authority means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Effective Date” means December 23, 2014.
Eligible Assignee means any Person that meets the requirements to be an assignee under Section 11.11(b)(iii), (v) and (vi) (subject to any such consents, if any, as may be required under Section 11.11(b)(iii)).
Environmental Laws means all Laws relating to public health and safety and protection of the environment, threatened or endangered species, preservation or reclamation of natural resources, Release of any Hazardous Material or to health and safety matters, including CERCLA, the Surface Mining Control and Reclamation Act of 1977, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq., the Clean Air Act of 1970, 42 U.S.C. §§ 7401 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. §§ 2601 et seq., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C., §§ 651 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300(f) et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq., the Solid Waste Disposal Act, 42 U.S.C. §§ 6901 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq., the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., and any similar or implementing state or local Law.
Environmental Tests is defined in clause (c) of Section 7.1.6.
Equity Funded Acquisition” is defined in clause (c) of Section 4.10.
Equity Interests means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the Amendment Effective Date.
Equity Raise Account” means any InvestLine Account or any deposit, securities or commodity account at or with any bank, other financial institution, securities intermediary or commodity intermediary into which CatchMark Timber has, or has directed any other Loan Party or any other Person, to deposit or hold or credit any proceeds of any issuance of equity by CatchMark Timber, together with any account or accounts replacing any of the same.
Equity Raises Net Proceeds is defined in clause (b) of Section 7.1.15.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
ERISA Eventmeans (a) a prohibited transaction with respect to a Plan within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available; (b) with respect to any Plan that is intended to be a qualified plan under Section 401(a) of the Code, any occurrence or event that results or could reasonably be expected to result in the loss of the Plan’s qualified status; or (c) the occurrence of any event or condition that results or could reasonably be expected to result in any liability under Title IV of ERISA to the Borrower, any other Loan Party, any of their Subsidiaries, or any ERISA Affiliate thereof.
EU Bail-In Legislation Schedule means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.



Event of Default is defined in Section 8.1.
Excluded Account” means any InvestLine Account or deposit account of the Borrower or any Subsidiary Guarantor (a) which contains only deposits of or credits corresponding to employee withholding taxes or (b) which functions solely as a payroll account and contains only deposits of or credits corresponding to fully earned employee wages.
Excluded Swap Obligations means, with respect to any Loan Party providing a guaranty of or granting a security interest to secure any Swap Obligation of another Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 7.1.17(b) and Section 9.1(h) and any other “keepwell, support or other agreements” for the benefit of such Loan Party) at the time the guaranty of or grant of such security interest by such Loan Party becomes effective with respect to such related Swap Obligation. For the avoidance of doubt, if a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or grant of security interest is or becomes illegal.
Excluded Taxes means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.5) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.6, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.6(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.
Existing Credit Agreement” is defined in the recitals.
Existing Guaranteesis defined in the recitals.
Existing Stated Maturity Dateis defined in Section 3.6.1.
Extension Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower, be in the form of an amendment and restatement of this Agreement) among the Loan Parties, the applicable extending Lenders, the Administrative Agent and, to the extent required by Section 3.6, the Issuing Lender and/or the Swingline Lender implementing an extension in accordance with Section 3.6.
FRC” means Forest Resource Consultants, Inc., a Georgia corporation.
F.R.S. Board means the Board of Governors of the Federal Reserve System or any successor thereto.
Farm Credit Equities” is defined in Section 7.1.16.
Farm Credit Lender” means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971, as amended. When used in this Agreement in reference to



the Farm Credit Equities, “Farm Credit Lender” shall also include the affiliate of such Farm Credit Lender from whom such Farm Credit Equities are purchased or acquired.
FATCA” means Subsections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
Federal Funds Effective Rate” means, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on such date, or if no such rate is so published on such day, on the most recent day preceding such day on which such rate is so published; provided however, the Federal Funds Effective Rate shall not be less than zero.
Fee Letter means the Fee Letter, dated September 4, 2014, by and among CoBank, the Borrower and Timberlands II, as amended by that certain letter regarding amendments to mandate letter and fee letter, dated as of October 9, 2014, by and among CoBank, the Borrower and Timberlands II, and that certain Fee Letter, dated May [__], 2016, by and among CoBank, the Borrower and Timberlands II.
Fiber Supply Agreement” means the Fiber Supply Agreement, dated as of the October 9, 2007, among MW, WestRock MWV, LLC (f/k/a MeadWestvaco Corporation) and CatchMark TRS Subsidiary, as amended, restated or otherwise modified from time to time in accordance with clause (l) of Section 7.1.11.
Financial Officer means with respect to any Loan Party or Subsidiary of any Loan Party, with respect to any sole manager or sole member on behalf of any manager-managed or member-managed Loan Party and with respect to CatchMark Timber on behalf of any Loan Party, as applicable, the president, chief financial officer, principal accounting officer or controller whose signatures and incumbency have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.2, Section 5.2.5 or otherwise.
Fiscal Quarter means any quarter of a Fiscal Year.
Fiscal Year means any period of twelve consecutive calendar months ending on December 31.
Fixed Charge Coverage Ratio” means the ratio derived on any measurement date by dividing for the most recent four Fiscal Quarters ending on such measurement date, (a) EBITDA for CatchMark Timber, calculated on a consolidated basis less all capital expenditures related to Real Property maintenance paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis by (b) if (i) the Loan to Value Ratio calculated and reported for the most recent Fiscal Quarter end is less than 40%, cash interest expense paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis or (ii) the Loan to Value Ratio calculated and reported for the most recent Fiscal Quarter end is equal to or greater than 40%, the sum of cash interest expense paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis plus the amount of repayments made by the Borrower pursuant to Section 3.1.2(c); provided, however, if any Unrestricted Timber Subsidiaries have been acquired or organized by CatchMark Timber or if any Unrestricted Timber Transactions have been consummated, each reference to “CatchMark Timber” in this definition shall be deemed replaced with “CatchMark Partnership.”
Flood Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 and (d) the Flood Insurance Reform Act of 2004, and all such other applicable Laws related thereto.
Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes.
Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Percentage of the outstanding Letter of Credit Liabilities with



respect to Letters of Credit issued by such Issuing Lender other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Percentage of outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.
Fuel Wood Residue is defined in clause (f) of Section 7.2.9.
Fund means any person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
GAAP is defined in Section 1.4.
Georgia Biomass Supply Agreementmeans the Pulpwood Supply Agreement (Waycross), dated as of the December 16, 2009, between Forestree VI LP and Georgia Biomass, LLC, as amended by that certain First Amendment to Pulpwood Supply Agreement (Waycross), dated as of April 3, 2014, between Forestree VI LP and Georgia Biomass, LLC, as modified by that certain Assignment and Assumption of Georgia Supply Agreement, by and between Forestree VI LP, Timberlands II, and CatchMark TRS Subsidiary, and as further amended, restated or otherwise modified from time to time in accordance with clause (l) of Section 7.1.11.
Governmental Authority means the government of the United States of America or any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), and any corporation or other entity exercising such functions owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.
Guaranteed Obligations means the Subsidiary Guaranteed Obligations and the Parent Guaranteed Obligations.
Guarantor means CatchMark Timber and the Subsidiary Guarantors.
Guaranty means, collectively, Article IX hereof and each other guaranty by any Loan Party in favor of the Administrative Agent for each of the Lender Parties, in form and substance acceptable to the Administrative Agent in its sole discretion.
Harvest Planis defined in clause (c) of Section 7.1.11.
Hazardous Material means (a) any “hazardous substance” as defined by CERCLA, (b) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, (c) any petroleum product or byproduct or (d) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance within the meaning of any Law relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material.
Incentive Plan” is defined in clause (b)(y) of Section 7.2.6.
Incremental Term Loan” is defined in clause (b) of Section 2.1.1.
Incremental Term Loan Commitment” is defined in clause (b) of Section 2.1.1.
Incremental Term Loan Facility is defined in clause (b) of Section 2.1.1.
Indebtedness of any Person means, without duplication:
(a)all obligations of such Person for borrowed money, including all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (including, without limitation, the Loans);



(b)all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;
(c)all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities;
(d)whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable arising in the ordinary course of business), and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(e)all obligations of such Person to purchase, redeem, retire or otherwise acquire for value (including by means of converting into, or exchanging for, Indebtedness) any Equity Interest of such Person;
(f)the liquidation value of any preferred capital stock or similar Equity Interest of such Person or its Subsidiaries held by any Person;
(g)all obligations and liabilities secured by any Lien on such Person’s property or assets, even though such Person shall not have assumed or become liable for the payment thereof;
(h)all Off-Balance Sheet Obligations; and
(i)all Contingent Liabilities of such Person in respect of any of the foregoing.
Indemnified Liabilities is defined in clause (a) of Section 11.4.
Indemnified Parties is defined in clause (a) of Section 11.4.
Indemnified Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in (a), Other Taxes.
Insolvency or Liquidation Proceedingmeans (a) any voluntary or involuntary case or proceeding under any Debtor Relief Laws with respect to any Loan Party or Subsidiary of any Loan Party; (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or Subsidiary of any Loan Party or with respect to a substantial portion of their respective assets; (c) any liquidation, dissolution, reorganization or winding up of any Loan Party or Subsidiary of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party or Subsidiary of any Loan Party.
Intellectual Property Collateral is defined in the Security Agreement.
Interest Period means, relative to the Loans, the period beginning on (and including) the Borrowing or the date of the conversion or continuation and ending on (but excluding) the day which numerically corresponds to such date one, two or three months thereafter (or such other date as the Administrative Agent and the Lenders shall agree to in their sole discretion), provided, however, that:
(a)the Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than five different dates;
(b)if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day); and
(c)if there is no numerically corresponding day in such month, such Interest Period shall end on the last Business Day of such month.



The Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to the Loans.
InvestLine Accountmeans (a) any InvestLine Loan Party Account and (b) any InvestLine Related Loan Party Subaccount.
InvestLine Loan Party Account” means any uninsured book entry account maintained by CoBank for the benefit of any Loan Party as to which a credit balance represents an investment by such Loan Party in an uncertificated Farm Credit Investment Bond issued by CoBank pursuant to the Farm Credit Act (12 U.S.C. § 2001 et seq. and the rules from time to time promulgated thereunder and other laws, rules, regulations, orders, notices and directives from time to time applicable to CoBank).
InvestLine Related Loan Party Subaccount” means any lock box subaccount or investment subaccount maintained by and in the name of CoBank with a third-party for the benefit of any Loan Party pursuant to the provision of cash management services to such Loan Party by CoBank.
Investment means, with respect to any Person, (a) any loan, advance, other extension of credit or capital made by such Person to any other Person (excluding account receivables generated in the ordinary course of business of such Person and payable or dischargeable in accordance with customary trade terms), (b) any Contingent Liability of such Person incurred in connection with any item described in clause (a) and (c) any Equity Interest held by such Person in any other Person.
IRS” means the United States Internal Revenue Service.
Issuing Lender” means CoBank and its successors and assigns and any other Lender designated from time to time by the Administrative Agent with the approval of the Borrower, in such Lender’s capacity as an issuer of Letters of Credit hereunder; provided that, such Lender has agreed to be an Issuing Lender.
Joinder Agreement” means a Joinder Agreement, in substantially the form of Exhibit H attached hereto, executed by the Person to be joined as a Loan Party to this Agreement, the other Loan Parties and the Administrative Agent pursuant to which, among other things, such Person is joined as a Loan Party and a Subsidiary Guarantor to this Agreement, the Security Agreement and the Pledge Agreement and as a grantor, pledger, obligor or other party to such other Loan Documents as the Administrative Agent shall require in its sole discretion.
Joinder Documents” means, all of the following (except to the extent made a post-joinder delivery by the Administrative Agent in its sole discretion or waived by the Administrative Agent in its sole discretion), each of which shall be in form and substance acceptable to the Administrative Agent in its sole discretion:
(i)    a duly executed Joinder Agreement;
(ii)    original certificates evidencing all of the issued and outstanding shares of capital stock and other Equity Interests of such Person pursuant to the terms of the Pledge Agreement, which certificates shall be accompanied by undated stock and other powers duly executed in blank by each relevant pledger;
(iii)    any Real Property Documents or modifications to Real Property Documents requested by the Administrative Agent in its sole discretion;
(iv)    an Account Control Agreement for all InvestLine Accounts and all deposit, securities or commodity accounts of such Person unless such account is an Excluded Account;
(v)    a duly executed Collateral Assignment of Material Agreement or a duly executed Reaffirmation of Collateral Assignment of Material Agreement, as applicable, with respect to any Material Agreements to which it is a party, to the extent requested by the Administrative Agent;
(vi)    a Solvency Certificate duly executed by an Authorized Officer of such Person;
(vii)    a certificate of the Secretary, Assistant Secretary or Manager of such Person (upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate



of the Secretary, Assistant Secretary or Manager of such Person canceling or amending such prior certificate), as to:
(1)    resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;
(2)    each Organizational Document of such Person; and
(3)    the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of such Person that is authorized to act with respect to each Loan Document executed by it;
(viii)    good standing certificates for each jurisdiction where the Collateral of such Person is located and each other jurisdiction where such Person is organized and authorized (or should be authorized under the Laws) to conduct business;
(ix)    evidence that all required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated by the Joinder Documents from (1) all relevant Governmental Authorities and (2) any other Person whose consent or approval is necessary or the Administrative Agent reasonably deems appropriate to effect such transactions;
(x)    legal opinions, dated on or about the date of such Joinder Agreement, and addressed to the Administrative Agent and all the Lenders, from New York, the jurisdiction of formation for such Person and such other jurisdictions as the Administrative Agent may reasonably request;
(xi)    evidence of the insurance coverage required to be maintained pursuant to Section 7.1.4, which insurance shall be satisfactory to the Administrative Agent and shall be subject to satisfactory endorsements in favor of the Administrative Agent;
(xii)    search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to unless otherwise consented to by the Administrative Agent in its sole discretion) the date of the applicable Joinder Agreement, listing all effective U.C.C. financing statements, federal and state tax Liens, and judgment Liens which name such Person or its prior direct parent, if applicable, as the debtor, and which are filed in each jurisdiction in which U.C.C. filings are to be made pursuant to this Agreement or the other Loan Documents and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements;
(xiii)    evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of all necessary U.C.C. financing statements naming such Person as the debtor and the Administrative Agent as the secured party have been properly filed under the U.C.C. of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent in the Collateral subject thereto;
(xiv)    evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and United States Copyright Office to the extent relevant in order to perfect the first priority security interest of the Administrative Agent therein;
(xv)    evidence of completion of all other actions, reasonably requested by the Administrative Agent, in order to perfect its first priority security interest in the Collateral the subject thereof;
(xvi) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act and any other Anti-Terrorism Law; and
(xvii) all other reasonable requests of the Administrative Agent made with respect to such Person, Joinder Agreement or the transactions related thereto.



Joint Venture” is defined in clause (a) of Section 7.2.5.
Land” means all the land from time to time owned or held by any Landholder in fee simple, together with (a) all buildings, structures and other improvements thereon, (b) all Timber located thereon, (c) all roads, bridges and other improvements and fixtures thereon and (d) all other privileges and hereditaments, tenements, appurtenances, easements, rights-of-way and other rights relating, including all development, air and water rights and water stock relating to such land and any strips and gores.
Landholdersmeans any Subsidiary Guarantor for so long as such Subsidiary Guarantor owns, holds or has any rights in or to any of the Real Property.
Landlord Estoppel Certificate means a Landlord Estoppel Certificate, in substantially the form of Exhibit F attached hereto, and executed by landlords of Leasehold Interests other than the LTC Lease. For the avoidance of doubt, Landlord Estoppel Certificates executed and delivered in connection with the 2007 Credit Agreement, 2010 Credit Agreement, 2012 Credit Agreement or Existing Credit Agreement are included in this definition.
Laws means, collectively, all applicable constitutions, statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities of any Governmental Authority (including any of the foregoing that relates to zoning and planning, building, subdivision, Environmental Laws, wildlife protection, forest practices, mining, drilling, extraction and reclamation), including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, decisions, judgments, consent decrees, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority or arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound. For the avoidance of doubt, the definition of “Laws” shall include FATCA.
Leasehold Interestsmeans the rights of any Landholder as lessee or grantee with respect to the Timber Leases (including the Timber Deeds) including all purchase options, prepaid rents and security deposits relating thereto, together with leasehold improvements and Timber with respect thereto.
Lender” means each of (a) the Persons listed on Schedule II hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof), (b) any other Person that shall become party hereto as a Lender pursuant to a joinder agreement executed by the Borrower, the Administrative Agent and such Person, in form and substance reasonably acceptable to each of them, with respect to an Incremental Term Loan Facility, a Revolver Increase or a Multi-Draw Term Loan Increase, and (c) any other Person that shall have become party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless otherwise expressly indicated or unless the context otherwise requires, the term “Lender” shall include the Issuing Lender and the Swingline Lender.
Lender Partymeans, as the context may require, (a) any Affiliate of a Lender where such Affiliate is party to a Rate Protection Agreement to the Borrower or provides any Secured Bank Product to any Loan Party so long as (i) such Lender remains a Lender party to this Agreement, (ii) such Affiliate has executed and delivered to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent in its sole discretion pursuant to which such Affiliate appoints the Administrative Agent to act as agent for such Affiliate for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto, appoints such Lender as its agent for all other purposes hereunder or under any other Loan Document, and affirms and ratifies all terms and provisions agreed to by such Lender on its behalf herein or in any other Loan Document, and (iii) such Rate Protection Agreement or Secured Bank Product is permitted under this Agreement, (b) any Lender or (c) the Administrative Agent, together with each of the respective successors, transferees and assigns.
Letter of Credit” is defined in clause (d) of Section 2.1.1.



Letter of Credit Liability” means, as to each Letter of Credit, all reimbursement obligations of the Borrower to the issuers of Letters of Credit consisting of (a) the Letter of Credit Usage; and (b) all accrued and unpaid interest, fees, and expenses with respect thereto.
Letter of Credit Sublimit” means $5,000,000; as such amount may be adjusted in accordance with the terms of this Agreement.
Letter of Credit Usage” means, as to each Letter of Credit, all reimbursement obligations of the Borrower to the issuer of such Letter of Credit consisting of (a) the amount available to be drawn or which may become available to be drawn; and (b) all amounts which have been paid and made available by an Issuing Lender to the extent not reimbursed by the Borrower, whether by the making of a Revolving Loan or otherwise.
LIBOR” means for each applicable Interest Period, a fixed annual rate equal to: (a) the rate of interest determined by the Administrative Agent at which deposits in U.S. dollars for the relevant Interest Period are offered as reported by Bloomberg Information Services (or any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined by the Administrative Agent from time to time, for the purpose of providing quotations of interest rates applicable to dollar deposits in the London interbank market) as of 11:00 a.m. (London time) on the day which is two (2) Business Days prior to the first day of such Interest Period, divided by (b) a number equal to 1.0 minus the aggregate (but without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on the day which is two (2) Business Days prior to the beginning of such Interest Period for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board) which are required to be maintained by a member bank of the Federal Reserve System (including, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto, as now and from time to time in effect); provided however, LIBOR shall not be less than zero.
Lien means any security interest, mortgage, pledge, hypothecation, collateral, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), security title, charge against or interest in property to secure payment of a debt or performance of an obligation, or other priority or preferential arrangement of any kind or nature whatsoever.
Loan” means, collectively, the Term Loans, the Multi-Draw Term Loans, the Incremental Term Loans, the Revolving Loans and the Swingline Loans.
Loan Documents means, collectively, this Agreement, the Notes, the Security Agreement, the CatchMark Timber Security Agreement, the Pledge Agreement, the Guaranty, each Assignment and Assumption, each Account Control Agreement, each Landlord Estoppel Certificate, each Recognition Agreement, each Collateral Assignment of a Material Agreement, each Reaffirmation of Collateral Assignment of a Material Agreement, each Mortgage, each Mortgage Amendment, each Timber Manager Subordination Agreement, each Joinder Agreement, each Extension Amendment, and each other agreement, instrument or document executed and delivered pursuant to or in connection with this Agreement and the other Loan Documents, including, without limitation, assignments and reaffirmations of any Loan Document and amendments, supplements and joinders reflecting the Incremental Term Loan Facilities, the Revolver Increase and the Multi-Draw Term Loan Increase.
Loan Party means the Borrower, CatchMark Timber, and the Subsidiary Guarantors.
Loan to Value Ratiomeans, as of the date of determination, the ratio, expressed as a percentage, of (a) the sum of (i) the outstanding principal amount of the Loans and (ii) the Aggregate Letter of Credit Usage to (b) the Value of the Timberlands.
LTC Leasemeans the Timber Contract, dated as of June 1, 1956, entered into by and among Gerald B. Saunders, Charlotte A. Saunders, C.V. Saunders, Ruth M. Saunders, J. Frank Alexander, Helen



C. Alexander and Alexander Brothers Lumber Company, Inc., as lessors and the predecessors in interest of Timberlands II, as lessee, as amended, restated or otherwise modified from time to time.
LTC Lease Recognition Agreement” means the LTC Lease Recognition Agreement, dated as of September 28, 2012, by and among the Administrative Agent, Timberlands II and Alexander Brothers Lumber Company both for itself and as the “Managing Representative” for all Sellers (as defined in the LTC Lease) under the LTC Lease.
Master Stumpage Agreement” means the Master Stumpage Agreement, dated as of the October 9, 2007, among MW, WestRock MWV, LLC (f/k/a MeadWestvaco Corporation), Timberlands II and CatchMark TRS Subsidiary, as amended, restated or otherwise modified from time to time in accordance with clause (l) of Section 7.1.11.
Material Account” means (a) with respect to CatchMark Timber, each Equity Raise Account and (b) with respect to each of the other Loan Parties, each InvestLine Account and each deposit, securities or commodities account (and all replacement accounts) of such Loan Party, including the Revenue Account and the CatchMark TRS Subsidiary Account, other than any Excluded Account.
Material Account Collateral” means all of each Loan Party’s right, title and interest in, to and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located:
(a)each Material Account and all cash, checks, drafts, certificates, securities, instruments, investment property, security entitlements, commodity contracts, and other financial assets credited, carried, deposited or held in any Material Account, including, without limitation, all deposits or wire transfers made to any Material Account, and any and all Material Account Collateral;
(b)any and all amounts or value on deposit in, held in, carried in, or credited to any Material Account that are invested in Cash Equivalent Investments;
(c)all interest, dividends, cash, instruments and other property from time to time received, receivable, or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and
(d)to the extent not covered by clauses (i), (ii) or (iii), all “proceeds” (as defined under the U.C.C.) of any or all of the foregoing.
Material Adverse Effect means any event or series of events (whether or not related) that could reasonably be expected to have a material adverse effect on:
(a)the business, assets, operations, properties, condition (financial or otherwise) or prospects of the Borrower and the other Loan Parties, taken as a whole; provided that, if any Unrestricted Timber Subsidiaries have been acquired or organized by CatchMark Timber or if any Unrestricted Timber Transaction has been consummated, the reference to “the other Loan Parties” in this clause (a) shall be deemed replace with “the Subsidiary Guarantors”;
(b)the ability of the Borrower or any other Loan Party to perform any of its obligations in accordance with the terms hereof or of any other Loan Document or to pay any of the Obligations in accordance with the terms hereof or of any other Loan Document;
(c)the Administrative Agent’s first priority security interest in the Collateral;
(d)the value of the Collateral or the amount the Administrative Agent and the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of the Collateral; or
(e)the validity or enforceability of any Loan Document or the rights and remedies available to the Administrative Agent or the Lenders under any Loan Document.
Material Agreements means those agreements that are material to the business or operations of the Borrower or any Subsidiary of the Borrower, including those agreements identified on Item 1.1(b) (“Material Agreements) of the Disclosure Schedule, all Material Supply Agreements, all Material



Timberland Operating Agreements and all Material Transaction Agreements, and including as each such agreement may be amended, restated or otherwise modified from time to time in accordance with Section 7.2.10.
Material Environmental Amount means an amount payable by the Borrower or any other Loan Party or any Subsidiary of any Loan Party in excess of the Material Threshold for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof, in each case with respect to Environmental Laws.
Material Governmental Approvals” is defined in clause (b) of Section 6.19.
Material Supply Agreement” means any Supply Agreement unless (i) the annual net revenues under such Supply Agreement represents less than 3.0% of the annual net revenues of CatchMark Timber and its Subsidiaries excluding the annual net revenues of any Unrestricted Timber Subsidiaries (all as reported in the most recent annual consolidated and consolidating audit reports furnished to the Administrative Agent pursuant to Section 7.1.1(b)), and (ii) the annual net revenues under all Supply Agreements that have been identified as not being Material Supply Agreements represents less than 6.0% of such annual net revenues.
Material Timberland Operating Agreement” means any Timberland Operating Agreement unless (i) the portion of the Timberlands subject to such Timberland Operating Agreement represents less than 1.0% of the total acreage of the Timberlands, and (ii) the portion of the Timberlands subject to all Timberland Operating Agreements that have been identified as not being Material Timberland Operating Agreements represent in the aggregate less than 2.5% of the total acreage of the Timberlands (all as set forth in its most recently filed quarterly report with the SEC, or if no such report is required to be filed, as of such date of determination).
Material Threshold” means $5,000,000.
Material Transaction Agreements means any Transaction Agreement (other than a Supply Agreement and Timberlands Operating Agreement) unless (i) the portion of the Timberlands subject to such Transaction Agreement has a value (such value in the case of a lease or other installment payment agreement to be the aggregate net present value of the payment stream) less than the Material Threshold and (ii) the portion of the Timberlands subject to all such Transactions Agreements that have been identified as not being Material Agreements have an aggregate value (such value in the case of a lease or other installment payment agreement to be the aggregate net present value of the payment stream) less than $10,000,000; provided that Material Transaction Agreements will not include, and will not be calculated including, any lease or license meeting the requirements set forth in Section 7.2.9(j).
Maximum Incremental Amount” means, $110,000,000 and shall be permanently reduced by the principal amount of any Revolver Increase, Multi-Draw Term Loan Increase or Incremental Term Loan Commitment after the Amendment Effective Date, determined on the date such Revolver Increase, Multi-Draw Term Loan Increase or Incremental Term Loan Commitment is effective, and, without duplication, by the principal amount of any Incremental Term Loan, determined on the initial funding date of such Incremental Term Loan.
Minimum Collateral Amount” means, at any time (a) with respect to Cash Collateral consisting of cash or deposit account or credit balances, an amount equal to 103% of the Fronting Exposure of all Issuing Lenders with respect to Letters of Credit issued and outstanding at such time, (b) an amount equal to 103% of the Fronting Exposure of the Swingline Lender with respect to Swingline Loans issued and outstanding at such time and (c) in other cases, an amount determined by the Administrative Agent, the Swingline Lender and the Issuing Lenders in their sole discretion.
Minimum Liquidity Balance” means, as of the date of determination, the result of (a) the Available Revolving Facility Commitment, provided that, as of such date of determination each of the conditions precedent set forth in Section 5.3.1 are satisfied plus (b) the sum of all unrestricted cash and unrestricted



Cash Equivalent Investments on deposit in or credited to the Pledged Accounts on such date of determination.
Mineral Activityis defined in clause (c) of Section 7.2.18.
Mineral Agreementsis defined in clause (c)(ii) of Section 7.2.18.
Mineralsmeans all mineral substances in, on or under the Land.
Moody’s means Moody’s Investors Service, Inc.
Mortgage” means collectively, any mortgage, deed of trust, or similar instrument granting a security interest by any Subsidiary Guarantors in favor of the Administrative Agent, for the benefit of the Lender Parties, securing any of the Obligations, in form and content acceptable to the Administrative Agent in its sole discretion; as amended by any applicable Mortgage Amendment.
Mortgage Amendments” means collectively, any amendment, restatement, supplement, extension, or other modification to any mortgage, deed of trust or similar instrument granting a security interest by the applicable Subsidiary Guarantor in favor of the Administrative Agent, for the benefit of the Lender Parties securing any of the Obligations, in form and content acceptable to the Administrative Agent in its sole discretion, executed and delivered by the applicable Subsidiary Guarantor, in form and content acceptable to the Administrative Agent in its sole discretion.
Multi-Draw Term Loan” is defined in clause (f)(i) of Section 2.1.1.
Multi-Draw Term Loan Availability Period” is defined in clause (f)(i) of Section 2.1.1.
Multi-Draw Term Loan Commitment is defined in clause (f)(i) of Section 2.1.1.
Multi-Draw Term Loan Commitment Amount” means, for each Lender, the amount set forth opposite such Lender’s name on Part III of Schedule II attached hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof), in a joinder reflecting any Multi-Draw Term Loan Increase or in an Assignment and Assumption, as such amount is reduced from time to time pursuant to Section 3.1.1(b), Section 3.1.3 or otherwise.
Multi-Draw Term Loan Commitment Fee” is defined in Section 3.4.
Multi-Draw Term Loan Commitment Termination Date means the earliest of (a) the Stated Maturity Date, (b) the date on which the Multi-Draw Term Loan Commitment Amount is terminated in full or reduced to zero pursuant to Sections 3.1.1(b), Section 3.1.3, 8.2 or 8.3 or otherwise and (c) the date on which any Commitment Termination Event occurs. Upon the occurrence of any event described above, the Multi-Draw Term Loan Commitments shall terminate automatically and without any further action.
Multi-Draw Term Loan Financed Repurchase” is defined in Section 4.10.
Multi-Draw Term Loan Increase” means an increase in the Multi-Draw Term Loan Commitment Amount during the Multi-Draw Term Loan Availability Period and in the aggregate of up to the Maximum Incremental Amount; provided that, (a) the Borrower gives the Administrative Agent at least thirty (30) days’ prior written notice (or such shorter period of time as the Administrative Agent may agree to in its sole discretion); (b) no Default or Event of Default shall have occurred and be continuing or result after giving effect to such increase in the Multi-Draw Term Loan Commitment Amount; (c) the Loan Parties shall be in compliance after giving effect to any Multi-Draw Term Loan Increase with all covenants set forth in the Loan Documents, including the financial covenants set forth in Section 7.2.4; (d) compliance with clause (c) (calculated after giving effect to such Multi-Draw Term Loan Increase) shall be evidenced by a Compliance Certificate delivered to the Administrative Agent; (e) the aggregate of any original issue discount or upfront fees applicable to any such Multi-Draw Term Loan Increase shall not be more than 1% of the principal amount of such Multi-Draw Term Loan Increase; (f) the Borrower has executed and delivered any Notes requested under Section 2.2 regarding such Multi-Draw Term Loan Increase; and (g) the Borrower shall have delivered any modifications or additional Real Property Documents as the Administrative Agent shall have requested in its sole discretion pursuant to such Multi-Draw Term Loan Increase.



Multi-Draw Term Loan Lender means each Lender with a Multi-Draw Term Loan Commitment or holding Multi-Draw Term Loans as designated on Schedule II hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof), in a joinder reflecting any Multi-Draw Term Loan Increase or in an Assignment and Assumption.
Multi-Draw Term Note means a promissory note of the Borrower that is payable to any Multi-Draw Term Loan Lender, substantially in the form of Exhibit A-4 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Multi-Draw Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.
Multiemployer Plan means a Pension Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
MW means WestRock Coated Board, LLC, a Delaware limited liability company (f/k/a MeadWestvaco Coated Board, Inc., a Delaware corporation, and its successor by merger MeadWestvaco Coated Board, LLC, a Delaware limited liability company, as applicable).
MW Supply Agreements means, collectively, the Master Stumpage Agreement and the Fiber Supply Agreement.
Net Real Property Disposition Proceeds” means the result of (a) the gross cash proceeds received by the Borrower or any other Loan Party with respect to the sale, lease, transfer, or disposition (whether voluntarily or involuntarily, or under power of eminent domain, condemnation or otherwise) of any of the Real Property (other than the sale of Timber in accordance with clause (m) of Section 7.1.11 and the termination of Timber Leases in accordance with clause (x) of Section 7.1.11), including any cash payments received by way of a deferred payment of principal pursuant to a permitted note or installment receivable or otherwise, but only when and as received, minus (b) (i) all reasonable and customary fees and expenses actually paid in cash by the Borrower or any other Loan Party in connection with such disposition which fees and expenses have not been paid to a Loan Party or an Affiliate of a Loan Party and (ii) all taxes actually paid or reasonably estimated by the Borrower (determined in good faith by a Financial Officer) to be payable in cash for the same Fiscal Year with respect to such disposition.
Non-Consenting Lender” means (a) any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of the affected Lender in accordance with the terms of Section 11.1 and (ii) has been approved by the Required Lenders and (b) any Non-Extending Lender with respect to any requested extension of a credit facility for which the total Commitments of the Lenders that have agreed to extend the Existing Stated Maturity Date of such credit facility and of the Additional Commitment Lenders is equal to the aggregate amount of the Commitments and the outstanding principal amount of the Loans of such credit facility.
Non-Defaulting Lender” means, at any time, each Lender that is a not a Defaulting Lender at such time.
Non-Extending Lender” is defined in Section 3.6.2.
Non-Recourse” means, with respect to any Unrestricted Timber Transaction, that none of the Loan Parties other than CatchMark Timber and none of the Subsidiaries of any of the Loan Parties (a) has made or will make any Investment with respect to such Unrestricted Timber Transaction or any Unrestricted Timber Subsidiary; (b) has any liability (including any Contingent Liability) with respect to the Indebtedness or other obligations with respect to such Unrestricted Timber Transaction or any Unrestricted Timber Subsidiary; or (c) is a party or otherwise subject to any agreement or arrangement with respect to such Unrestricted Timber Transaction or any Unrestricted Timber Subsidiary.
Notemeans, as the context may require, a Revolving Note, a Swingline Note, a Term Note, a Multi-Draw Term Note, or any notes evidencing any Incremental Term Loan Commitment or Incremental Term Loans as provided in the amendment or supplement to this Agreement establishing such Incremental Term Loan Facility.



Notice Date” is defined in Section 3.6.2.
Obligations means (a) all obligations (monetary or otherwise) of the Borrower and each other Loan Party arising under or in connection with this Agreement and each other Loan Document, including principal, interest (including post-default interest and interest accruing after the commencement of any proceeding under any Debtor Relief Laws referred to in Section 8.1.7, whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding), reimbursement obligations, fees, indemnities, costs and expenses (including the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender required to be paid by the Borrower) that are owing under this Agreement and the other Loan Documents, (b) all obligations of the Borrower under any Rate Protection Agreements between the Borrower and any Lender Party, and (c) all obligations of any Loan Party arising under any document or agreement relating to or on account of any Secured Bank Product; in each case, whether now existing or hereafter incurred, direct or indirect, absolute or contingent, and due or to become due; provided however, in each case, Excluded Swap Obligations of any Loan Party shall in any event be excluded from “Obligations” owing by such Loan Party.
Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use of property or sale of assets that create obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as Indebtedness of such Person (without regard to accounting treatment).
Organizational Document means, with respect to any Loan Party, its articles or certificate of incorporation, organization or formation, partnership agreement, operating agreement, by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.
Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sole or assigned any interest in any Loan or Loan Documents).
Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.5).
Parent Guaranteed Obligations means, collectively, (a) all costs or expenses (including reasonable fees or expenses of legal counsel) incurred by any Lender Party or any other Indemnified Party in enforcing any of its rights under Section 9.2; and (b) all losses, costs, expenses, or damages incurred or suffered by any of the Lender Parties or any of the other Indemnified Parties as a result of, or arising in connection with, any of the following (including all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a) or otherwise):
(i) any fraud or intentional misrepresentation or omission by any Loan Party or by any Related Party of any Loan Party in connection with (1) the performance of any of the conditions to the Lenders making the Loans or the Issuing Lenders issuing the Letters of Credit; (2) any inducements to the Lenders to make the Loans or the Issuing Lenders to issue the Letters of Credit; (3) the execution and delivery of the Loan Documents or the Rate Protection Agreements or any document or agreement related to or on account of any Secured Bank Product; (4) any certificates, representations or warranties given in



connection with the Loans or the Letters of Credit or the other Obligations; or (5) any Loan Party’s performance of its obligations under each of the Loan Documents or payment of the Obligations;
(ii) any breach of any of the obligations of any Loan Party or any Subsidiary of any Loan Party under Section 6.24 of this Agreement;
(iii) any Lien on the Collateral or Real Property not permitted by Section 7.2.3 of this Agreement or by any Loan Party or Subsidiary of a Loan Party incurring Indebtedness not permitted by Section 7.2.2 of this Agreement;
(iv) the sale, transfer, lease, contribution, conveyance or other disposition by any Loan Party or Subsidiary of a Loan Party of any Collateral or Real Property other than as permitted by Section 7.2.9 of this Agreement;
(v) the replacement cost of any property removed by any Loan Party or Subsidiary of a Loan Party of any Loan Party from the Real Property without the consent of the Administrative Agent after an Event of Default has occurred and is continuing;
(vi) any intentional acts or omissions by any Loan Party or Subsidiary of a Loan Party that result in waste (including economic and non-physical waste) of all or any part of the Collateral or Real Property;
(vii) the occurrence of any Insolvency or Liquidation Proceeding in which one or more of the Loan Parties or Subsidiaries of a Loan Party has acted in concert with, colluded or conspired with any other Person, to cause the occurrence of any such Insolvency or Liquidation Proceeding;
(viii) any amendment, supplement, waiver or other modification, termination or assignment not permitted under Section 7.2.10 of this Agreement or of any Supply Agreements not permitted by clause (l) of Section 7.1.11 of this Agreement;
(ix) the failure (1) of any Loan Party to deposit or cause to be deposited (or to credit or cause to be credited) any payments in or to the Revenue Account, the Equity Raise Account, the CatchMark TRS Subsidiary Account or other Pledged Account, as required by Sections 7.1.12, 7.1.13, 7.1.14, and 7.1.15, as applicable, of this Agreement or (2) of any amounts described in Section 3.1.2(b) of this Agreement to be applied in accordance therewith (except as approved by the Administrative Agent and such Lenders as are required by Section 11.1 to so approve);
(x) the forfeiture or threatened forfeiture of the Collateral or Real Property to any Governmental Authority pursuant to the Racketeer Influenced and Corrupt Organizations Act or similar Law;
(xi) any breach of Section 6.23 of this Agreement;
(xii) any payments in violation of Section 7.2.6 of this Agreement;
(xiii) any action by any Loan Party or any Related Party of any Loan Party takes action to frustrate, hinder or delay the Administrative Agent’s or any Lender Party’s exercise of its remedies, it being understood that the foregoing shall not include any reasonable action taken by a Loan Party in good faith to either contest the existence of any Default or an Event of Default or dispute the meaning or construction of a contractual term of any Loan Document;
(xiv) the willful misconduct of any Loan Party or any Subsidiary of any Loan Party; and
(xv) the failure of any Loan Party or any Subsidiary of a Loan Party to comply with Section 7.2.21 or Section 7.2.22.
Participant is defined in clause (d) of Section 11.11.
Participant Register” is defined in clause (d) of Section 11.11.
Pension Plan means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect



of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Percentage means, relative to any Lender, the percentage set forth opposite the name of such Lender (i) on Schedule II hereto, (ii) in a duly executed Assignment and Assumption, as such percentage may be adjusted from time to time pursuant to each Assignment and Assumption executed and delivered pursuant to Section 11.11 or pursuant to Section 4.12 or otherwise, (iii) in any duly executed joinder pursuant to which such Person is joined to this Agreement as a Lender as provided in Section 2.1.1(b) with respect to any Incremental Term Loan Facility, in Section 2.1.1(c)(ii)(A) with respect to any Revolver Increase, and in Section 2.1.1(f)(v)(A) with respect to any Multi-Draw Term Loan Increase, or (iv) on an updated Schedule II to this Agreement delivered from time to time by the Administrative Agent pursuant to Section 2.2(d) reflecting any Incremental Term Loan Facilities permitted by Section 2.1.1(b), any Revolver Increase permitted by Section 2.1.1(c)(ii), or any Multi-Draw Term Loan Increase permitted by Section 2.1.1(f)(v). For the avoidance of doubt, each Revolving Lender’s Percentage of any Letter of Credit Usage and of any Swingline Loans shall be determined by such Revolving Lender’s Percentage of the aggregate Revolving Loan Commitments.
Permitted Escrow Amount” means an amount not to exceed (a) in the aggregate 5% of the aggregate purchase price, lease payments or other cash consideration with respect to any transaction or series of transactions or (b), if the Permitted Escrow Increase Conditions have been satisfied, in the aggregate 7% of the aggregate purchase price, lease payments or other cash consideration with respect to any transaction or series of transactions.
Permitted Escrow Increase Conditions” means, collectively, the Borrower has notified the Administrative Agent in writing that (a), despite the use of commercially reasonable efforts on the part of the Loan Parties and their respective Subsidiaries, the Loan Parties reasonably anticipate that the requirements of Section 7.1.9 or Section 5.2 regarding the delivery of Real Property Documents required by the Administrative Agent in its sole discretion with respect to such transaction or series of transactions will not be satisfied by the date the applicable Loan Parties are contractually required to consummate such transaction or series of transaction, and (b) the applicable seller or sellers has agreed in writing to extend the date for the consummation of such transaction or series of transactions to a later date which the Borrower reasonably believes will be sufficient time for the satisfaction of such requirements on the condition that the applicable Loan Parties increase the cash earnest money deposit or other Credit Support with respect to such transaction or series of transactions.
Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan” means each “employee benefit plan” (as defined in Section 3(3) of ERISA) that is maintained, sponsored or contributed to by the Borrower, any other Loan Party, any of their Subsidiaries, or any ERISA Affiliate thereof or to which the Borrower, any other Loan Party, any of their Subsidiaries, or any ERISA Affiliate thereof has or may incur any liability or obligation.
Platform” has the meaning assigned to such term in Section 11.2(c).
Pledge Agreement means that certain Third Amended and Restated Pledge Agreement, dated as of December 23, 2014, made by the Borrower and each Subsidiary Guarantor party thereto from time to time in favor of the Administrative Agent for the benefit of itself and each other Lender Party.
Pledged Account means any InvestLine Account or any bank, securities or commodity account of any of the Loan Parties (other than CatchMark Timber) provided that such bank, securities, or commodity account is at an Account Bank and is subject to an Account Control Agreement.
PLM Leases” means those Timber Leases labeled as such on Item 1.1(c) of the Disclosure Schedule (“PLM Leases”).



Pro Forma Fixed Charge Coverage Ratio” means the ratio derived on any date of determination by dividing for the most recent four Fiscal Quarters for which a Compliance Certificate has been delivered pursuant to Section 7.1.1(e) (the “Measurement Period”), (a) (i) EBITDA for CatchMark Timber, calculated on a consolidated basis less (ii) all capital expenditures related to Real Property maintenance paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis by (b) if (i) the Loan to Value Ratio calculated and reported for the most recent Fiscal Quarter end is less than 40%, cash interest expense paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis or (ii) the Loan to Value Ratio calculated and reported for the most recent Fiscal Quarter end is equal to or greater than 40%, the sum of cash interest expense paid by CatchMark Timber or any of its Subsidiaries on a consolidated basis plus the amount of repayments made by the Borrower pursuant to Section 3.1.2(c); provided that, each subclause of clause (a) and clause (b) shall be adjusted to give effect to any action proposed or actually taken by any Loan Party or Subsidiary of any Loan Party since the end of the Measurement Period if the ability of such Loan Party or Subsidiary of any Loan Party to take such action under any Loan Document is conditioned on a satisfactory Pro Forma Fixed Charge Coverage Ratio; provided further, if any Unrestricted Timber Subsidiaries have been acquired or organized by CatchMark Timber or if any Unrestricted Timber Transactions have been consummated, each reference to “CatchMark Timber” in this definition shall be deemed replaced with “CatchMark Partnership.”
Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party (a) that has total assets exceeding $10,000,000 at the time any guaranty of or any granting of a security interest to secure obligations under such Swap Obligation becomes effective or (b) that otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Quarterly Payment Date means the first day of each April, July, October and January, or, if any such day is not a Business Day, the next succeeding Business Day.
Rate Protection Agreement means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreements.
Reaffirmation of Collateral Assignment of Material Agreementmeans each Reaffirmation of Collateral Assignment of Material Agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by each relevant Loan Party and other Persons that are parties to the Collateral Assignment of Material Contract which is the subject of such Reaffirmation of Collateral Assignment of Material Agreement. For the avoidance of doubt, Reaffirmations of Collateral Assignment of Material Agreements executed and delivered in connection with the 2007 Credit Agreement, 2010 Credit Agreement, 2012 Credit Agreement or the Existing Credit Agreement are included in this definition.
Real Property means, collectively, (a) the Timberlands and (b) the Minerals.
Real Property Documents” means, with respect to the acquisition of any Real Property on or after the Effective Date, all of the following (except to the extent made a post-closing delivery by the



Administrative Agent in its sole discretion or waived by the Administrative Agent in its sole discretion), each of which shall be in form and substance acceptable to the Administrative Agent in its sole discretion:
(a)    all Transaction Documents relating to such additional Real Property, including all Timber Leases relating thereto;
(b)    a Collateral Assignment of any Material Agreements relating to such additional Real Property, duly executed by the applicable Loan Parties and the relevant third-parties to the material Transaction Documents;
(c)    a Landlord Estoppel Certificate relating to such additional Real Property, if applicable;
(d)    a duly executed, first-priority Mortgage or Mortgage Amendment given by the applicable Subsidiary Guarantor regarding the additional Real Property (subject, in the case of non-possessory security interests only, to Liens permitted by Section 7.2.3) and, to the extent requested by the Administrative Agent in its sole discretion, the existing Real Property constituting Collateral;
(e)    evidence that all necessary U.C.C. financing statements relating to the additional Real Property naming the applicable Subsidiary Guarantor as the debtor and the Administrative Agent as the secured party have been properly filed in the same offices where the applicable Mortgage or Mortgage Amendment is filed;
(f)    either (i) an endorsement to the applicable existing mortgagee’s title insurance policies covering the additional Real Property, which shall (A) be issued at ordinary rates; (B) extend the effective date of each such policy to the date of the applicable Mortgage Amendments, (C) confirm no change in the first priority Lien and security interest in favor of the Administrative Agent for the benefit of the Lender Parties, except for changes acceptable to the Administrative Agent; and (D) be issued directly by the title insurance company who issued the original title insurance policy; or (ii) a mortgagee’s title insurance policy or marked up unconditional commitment for such insurance, in each case, for the additional Real Property, which shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that each Mortgage and Mortgage Amendment insured thereby creates a valid first priority Lien and security interest in the additional Real Property free and clear of all Liens, except for such Liens as are acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of itself and the other Lender Parties, as the insured thereunder; (E) be in the form of ALTA Loan Policy - 2006 Form B (or equivalent policies), if available; (F) contain such endorsements and affirmative coverage as the Administrative Agent may require, including without limitation (to the extent applicable with respect to the additional Real Property and available in the jurisdiction in which such additional Real Property is located), the following: variable rate endorsement; survey same as map endorsement; comprehensive endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; usury; doing business; subdivision; environmental protection lien; CLTA 119.2; and such other endorsements as the Administrative Agent shall require, including endorsements  in order to provide insurance against specific risks identified by the Administrative Agent in connection with such additional Real Property and (G) be issued directly by a title insurance company acceptable to the Administrative Agent and with such co-insurance and reinsurance as may be required by the Administrative Agent;
(g)    to the extent requested by the Administrative Agent in its reasonable discretion, an endorsement to each of the existing mortgagee’s title insurance policies regarding the existing Real Property constituting Collateral;
(h)    evidence satisfactory to the Administrative Agent that all premiums in respect of each such endorsement, policy or commitment, all charges for mortgage recording and similar taxes, and all related expenses, if any, have been paid by the Loan Parties;
(i)    a copy of (i) all documents referred to, or listed as exceptions to title in, the title endorsements, policies or commitments referred to above and (ii) all other material documents affecting



the additional Real Property, including all building, construction, environmental and other permits, licenses, franchises, approvals, consents, authorizations and other approvals required in connection with the construction, ownership, use, occupation or operation of the additional Real Property;
(j)    evidence of the insurance coverage (together with endorsements thereto) required to be maintained pursuant to Section 7.1.4 with respect to such additional Real Property by this Agreement, the applicable Mortgage, Mortgage Amendments or any other Loan Document;
(k)    if requested by the Administrative Agent in its reasonable discretion, a survey regarding the additional Real Property certified to Administrative Agent meeting such standards as Administrative Agent may reasonably establish;
(l)    evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including obtaining a flood insurance policy concerning such additional Real Property if required by Law;
(m)    (i) an environmental questionnaire of the Administrative Agent with respect to such additional Real Property, (ii), to the extent required by Section 7.1.6(b), a report of an environmental consultant with respect to such additional Real Property and (iii) satisfactory evidence that all environmental matters, if any, have been remediated;
(n)    if requested by the Administrative Agent in its sole discretion, an appraisal with respect to the additional Real Property from a nationally recognized forestry appraisal firm;
(o)    if requested by the Administrative Agent in its sole discretion supplements to the Items of the Disclosure Schedules and supplements to the schedules to the Security Agreement, as applicable;
(p)    if requested by the Administrative Agent in its sole discretion, a supplement to the most recently delivered Harvest Plan with respect to the additional Real Property;
(q)    legal opinions, dated on or about the date of the Mortgage or Mortgage Amendment and addressed to the Administrative Agent and all the Lenders, from legal counsel for the Borrower, regarding the instruments, documents, agreements and filings described in clauses (b), (d) and (e) of this definition;
(r) (i) search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date of the Mortgage or Mortgage Amendment, listing all effective U.C.C. financing statements, fixture filings, federal and state tax Liens, judgment Liens and other Liens relevant to the additional Real Property (including the Timber) which name the seller, landlord or prior owners as the debtor, and which are filed in such jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements and (ii) evidence that all Liens in respect of any Indebtedness secured by such additional Real Property have been released;
(s) evidence that all required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated by the Real Property Documents from (i) all relevant Governmental Authorities and (ii) any other Person whose consent or approval is necessary or the Administrative Agent deems appropriate to effect such transactions; and
(t) all other reasonably requests of the Administrative Agent made with respect to such additional Real Property (including the Timber) or the transactions related thereto.
Notwithstanding the above,
(1) if such additional Real Property is acquired without the use of any proceeds of any Loan, clauses (b), (c), and (q) through (t) of the definition of “Real Property Documents” shall be delivered to the extent requested by the Administrative Agent in its reasonable discretion;



(2) if such additional Real Property is acquired as Unsecured Real Property, to the extent requested by the Administrative Agent in its sole discretion, only clauses (r) and (t) of the definition of “Real Property Documents” shall be delivered; and
(3) if such Real Property is acquired with the proceeds of a Revolver Real Property Acquisition Loan (whether or not such Revolver Real Property Acquisition Loan has been repaid with the proceeds of Multi-Draw Term Loans or Incremental Term Loans) and if such Real Property is not Unsecured Real Property, the Administrative Agent shall accept delivery of one or more of the Real Property Documents described in clauses (b), (d), (e), (f), (g), (h), (i)(i), (k), and (q) on a date after the closing of the acquisition of such Real Property; provided that, unless delivery of such Real Property Document is waived by the Administrative Agent in its sole discretion, each such Real Property Document shall be delivered within 90 days (or such longer period of time as the Administrative Agent may agree to in its sole discretion) of the closing of such acquisition.
Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any Issuing Lender, as applicable.
Recognition Agreement means, collectively, the Recognition Agreement (Fiber Supply Agreement) and the Recognition Agreement (Master Stumpage Agreement), each dated on or about the date of the 2010 Credit Agreement, the LTC Lease Recognition Agreement dated on or about the date of the 2012 Credit Agreement, the Estoppel and Recognition Agreement, dated as of April 2014, by Georgia Biomass LLC, Timberlands II, CatchMark TRS Subsidiary, and the Administrative Agent, and each other recognition agreement, among the relevant Loan Parties, the Administrative Agent and any other relevant Person, in form and substance acceptable to the Administrative Agent in its sole discretion.
Register” is defined in clause (c) of Section 11.11.
REIT Status” is defined in clause (x) of Section 7.2.6.
Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, shareholders, principals, agents and advisors of such Person and of such Person’s Affiliates.
Release” means a “release” or “threatened release” as such terms are defined in CERCLA, including any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material into the indoor or outdoor environment, including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials or pollutants or contaminants.
Release Parcel is defined in clause (n) of Section 7.1.11.
Removal Effective Date” is defined in clause (b) of Section 10.6.
Required Lenders means, at the time any determination thereof is to be made, at least two (to the extent more than one Lender or Voting Participant holds Commitments or Loans under the applicable facility) Lenders (including Voting Participants) who are not Defaulting Lenders and who hold in the aggregate more than 50% of the sum of (a) the then aggregate unused Commitments plus (b) the then aggregate outstanding principal amounts of all Loans; provided however, CoBank and CoBank, FCB, acting alone, shall not constitute “Required Lenders” to the extent more than one other Lender or Voting Participant holds Commitments or Loans under the applicable facility. For purposes of this definition, the aggregate principal amount of all Swingline Loans owing to the Swingline Lender and of the Letter of Credit Usage owing to any Issuing Bank shall be considered to be owed to the Revolving Lenders ratably in accordance with their respective Revolving Loan Commitments. The Commitments and Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
Resignation Effective Date” is defined in clause (a) of Section 10.6.



Resource Conservation and Recovery Act” means collectively the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, as amended, 42 U.S.C. §§6901, et seq., as in effect from time to time.
Revenue Accountis defined in Section 7.1.14.
Revolver Commitment Fee” is defined in Section 3.3
Revolver Increase” means an increase in the Revolving Loan Commitment Amount after the Amendment Effective Date in the aggregate of up to the lesser of $15,000,000 and the Maximum Incremental Amount; provided that, (a) the Borrower gives the Administrative Agent at least ten (10) days prior written notice; (b) no Default or Event of Default shall have occurred and be continuing or result after giving effect to such increase in the Revolving Loan Commitment Amount; (c) the Loan Parties shall be in compliance after giving effect to any Revolver Increase with all covenants set forth in the Loan Documents, including the financial covenants set forth in Section 7.2.4; (d) compliance with clause (c) (calculated after giving effect to such Revolver Increase) shall be evidenced by a Compliance Certificate delivered to the Administrative Agent; (e) the aggregate of any original issue discount or upfront fees applicable to any such Revolver Increase shall not be more than 1% of the principal amount of such Revolver Increase; (f) the Borrower has executed and delivered any Notes requested under Section 2.2 regarding such Revolver Increase, and (g) the Borrower shall have delivered any modifications or additional Real Property Documents as the Administrative Agent shall have requested in its sole discretion pursuant to such Revolver Increase.
Revolving Availability Periodis defined in clause (c)(i) of Section 2.1.1.
Revolving Lender means each Lender with a Revolving Loan Commitment or holding Revolving Loans as designated on Schedule II hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof), in a joinder reflecting any Revolver Increase or in an Assignment and Assumption.
Revolving Loan” is defined in clause (c)(i) of Section 2.1.1.
Revolving Loan Commitment” is defined in clause (c)(i) of Section 2.1.1.
Revolving Loan Commitment Amount” means, for each Lender, the amount set forth opposite such Lender’s name on Part II of Schedule II attached hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof), in a joinder reflecting any Revolver Increase, or in an Assignment and Assumption, as such amount is reduced from time to time pursuant to Section 3.1.1(b) or Section 3.1.3 or otherwise and as such amount may be increased pursuant to Section 2.1.1(c)(ii).
Revolving Loan Commitment Termination Date means the earliest of (a) the Stated Maturity Date, (b) the date on which the Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to Section 3.1.1(b) or Section 3.1.3, 8.2 or 8.3 or otherwise and (c) the date on which any Commitment Termination Event occurs. Upon the occurrence of any event described above, the Revolving Loan Commitments shall terminate automatically and without any further action.
Revolving Notemeans a promissory note of the Borrower that is payable to any Revolving Lender, substantially in the form of Exhibit A-2 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.
Revolver Real Property Acquisition Loans is defined in Section 4.10.
S&Pmeans Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
Sanctioned Country means, at any time, a country, territory or sector that is, or whose government is, the subject or target of any Sanctions or that is, or whose government is, the subject of any list-based or territorial or sectorial Sanctions.



Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any (i) Governmental Authority including any Governmental Authority of the United States of America, Canada, the United Kingdom or any member of the European Union, the United Nations Security Council, the European Union or any political subdivision of any of the foregoing, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person that is otherwise subject to any Sanctions or (d) any Person, directly or indirectly, 50% or more in the aggregate owned by, otherwise controlled by, or acting for the benefit or on behalf of, any Person or Persons described in clause (a), (b) or (c) of this definition.
Sanctions means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Authority including any Governmental Authority of the United States of America, Canada, the United Kingdom or any member of the European Union, the United Nations Security Council, the European Union or any political subdivision of any of the foregoing.
SEC means the Securities Exchange Commission.
Secured Bank Product” means agreements or other arrangements entered into by a Lender or its Affiliate, on the one hand, and any Loan Party, on the other hand at the time such Lender is a party to this Agreement, under which any Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, (g) foreign currency exchange or (h) InvestLine Accounts, and shall include, without limitation, the CoBank Cash Management Agreement; provided that, the foregoing shall not constitute a Secured Bank Product if at any time the applicable provider of such bank products or services is not a Lender or an Affiliate of a Lender.
Security Agreement means that certain Third Amended and Restated Security Agreement, dated as of December 23, 2014, made by the Borrower and each Subsidiary Guarantor party thereto from time to time in favor of the Administrative Agent for the benefit of itself and each other Lender Party.
Shell Subsidiary” means any wholly-owned Domestic Subsidiary of the Borrower or any Subsidiary Guarantor so designated by prior written notice to the Administrative Agent by the Borrower; provided that, (a) no such Subsidiary shall own, hold, acquire or otherwise have any rights in any Equity Interests of any Person unless such Person is also a Shell Subsidiary, (b) no such Subsidiary shall own, hold, acquire or otherwise have any rights in any InvestLine Account or securities, deposit or commodities accounts other than accounts with an aggregate daily balance and inter-daily balance for all such accounts of all such Subsidiaries of less than $50,000 at all times, (c) no Loan Party or Subsidiary of any Loan Party shall create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness or Contingent Liability owed to or on behalf of any such Subsidiary, (d) the aggregate capital contributions to or capital accounts or balances of all such Subsidiaries shall be less than $50,000 in the aggregate at all times, (e) the aggregate fair market or book value of all assets owned or held by or otherwise subject to any rights of any such Subsidiaries shall be less than $50,000 in the aggregate at all times, and (f) all such Subsidiaries shall be (i) dissolved or otherwise disposed of by means and subject to terms and conditions approved by the Administrative Agent in its sole discretion or (ii) joined to the Loan Documents as a Subsidiary Guarantor, in each case, within 90 days of the date such Subsidiary was established or otherwise acquired directly or indirectly by the Borrower or any Subsidiary Guarantor.
Solvency Certificate(s)” means those certain Solvency Certificates, in form and substance reasonably acceptable to the Administrative Agent, and executed by a Financial Officer of each Loan Party.
Solvent means, when used with respect to any Person, that, as of any date of determination:
(a)the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such value is established and such liabilities are evaluated in accordance with Section 101(32) of the



Federal Bankruptcy Code and the state Laws governing determinations of the insolvency of debtors of New York and each state where such Person is doing business or has its principal place of business;
(b)such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business; and
(c)such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
Stated Maturity Date means, with respect to (a) the Revolving Loan credit facility, December 23, 2019, as such date may be extended in accordance with Section 3.6, (b) the Term Loans, December 23, 2024, as such date may be extended in accordance with Section 3.6, (c) the Multi-Draw Term Loan credit facility, December 23, 2021, as such date may be extended in accordance with Section 3.6, and (d) the Incremental Term Loans under any Incremental Term Loan Facility, the maturity date provided in the amendment or supplement to this Agreement establishing such Incremental Term Loan Facility and as such date may be extended with respect to the Incremental Term Loans of such Incremental Term Loan Facility in accordance with Section 3.6.
Subsidiary means, with respect to any Person:
(a)any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other governing body of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, or by one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than 50% of such Equity Interests (whether by proxy, agreement, operation of law or otherwise); or
(b)any partnership, joint venture, limited liability company or other entity as to which such Person, or one or more Subsidiaries of such Person, owns (whether in the form of voting or participation in profits or capital contribution) more than a 50% Equity Interest, acts as the general partner or has power to direct or cause the direction of management and policies, or the power to elect the managing partner (or the equivalent), of such partnership, joint venture or other entity, as the case may be.
Subsidiary Guaranteed Obligations” means, collectively, (i) all Obligations of the Borrower or of any other Loan Party to any Lender Party or any other Indemnified Party now or hereafter existing (including all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a) or otherwise); and (ii) all costs or expenses (including reasonable fees or expenses of legal counsel) incurred by any Lender Party or any other Indemnified Party in enforcing any of its rights under the Guaranty.
Subsidiary Guarantor” means Timberlands II, CatchMark TRS Subsidiary, CatchMark HBU, CatchMark TRS, CatchMark Texas GP, CatchMark Texas LP, CatchMark SC, CatchMark Southern Timberlands, CatchMark Southern Holdings and any wholly-owned, Domestic Subsidiary of the Borrower which after the Amendment Effective Date, pursuant to a Joinder Agreement, becomes a party hereto as a Loan Party and a Subsidiary Guarantor and becomes a party to the Security Agreement and the Pledge Agreement as a grantor, pledger and obligor and becomes a party to such other Loan Documents as the Administrative Agent shall require in its sole discretion.



Supply Agreement” means, collectively, the MW Supply Agreements and the Georgia Biomass Supply Agreement and each other supply agreement, among the relevant Loan Parties and other relevant Persons, regarding the selling of Timber, in form and substance acceptable to the Administrative Agent in its sole discretion.
Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
Swingline Commitment” means the commitment of the Swingline Lender to make the Swingline Loans, which commitment shall be $5,000,000 on the Amendment Effective Date, as such amount may be adjusted, if at all, from time to time in accordance with this Agreement.
Swingline Lender” means CoBank and its successors and assigns.
Swingline Loan” means an advance or advances under the Swingline Commitment.
Swingline Note” means a note of the Borrower substantially in the form of Exhibit A-3, and any replacements, reinstatements, renewals, or extensions of any such note, in whole or in part.
Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Lender” means each Lender with a Term Loan Commitment or holding Term Loans as designated on Part I of Schedule II attached hereto (or as updated from time to time by the Administrative Agent pursuant to the terms hereof) or in an Assignment and Assumption.
Term Loan” is defined in clause (a) of Section 2.1.1.
Term Loan Commitment means, for each Term Lender, the commitment to make a Term Loan to the Borrower on the Effective Date in an amount not to exceed the principal amount set forth opposite such Lender’s name on Part I of Schedule II attached hereto.
Term Notemeans a promissory note of the Borrower that is payable to any Term Lender, substantially in the form of Exhibit A-1 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.
Timber means any trees of any age, species or condition, whether standing, lying, growing or to be grown, alive or dead and now or hereafter at any time located on the Real Property.
Timber Deed” means any timber deed or similar instrument conveying rights in Timber to any Subsidiary Guarantor from time to time, in form and content acceptable to the Administrative Agent in its sole discretion, together with any replacement or modification thereof.
Timber Leases means, collectively, the Timber Deeds, the LTC Lease, the PLM Leases, and any other lease, sublease or license of real estate by any Subsidiary Guarantor from time to time, together with any replacement thereof.
Timber Lease Termination Proceeds” means the gross cash proceeds received by any Subsidiary Guarantor or any other Loan Party with respect to the termination or other disposition of any PLM Lease or any portion of the LTC Lease or any other Timber Lease.
Timber Manager means FRC, American Forest Management, Inc., a South Carolina corporation, and any other manager of the Timberlands selected by any Landholder and, if such manager will be appointed as a manager for Timberlands in excess of 1.0% of the total acreage of the Timberlands, that is (a) reasonably acceptable to the Administrative Agent and (b) who has delivered to the Administrative Agent each of the Timber Manager Documents in form and substance acceptable to the Administrative Agent in its sole discretion.



Timber Manager Documents” means, all of the following (except to the extent made a post-appointment delivery by the Administrative Agent in its sole discretion or waived by the Administrative Agent in its sole discretion), each of which shall be in form and substance acceptable to the Administrative Agent in its sole discretion:
(a) a duly executed Timberland Operating Agreement relating to all portions of the Timberland for which such Timber Manager has been appointed a manager;
(b) a duly executed Timber Manager Subordination Agreement relating to all Timberland Operating Agreements required pursuant to clause (a) of this definition;
(c) a duly executed Collateral Assignment of Timberland Operating Agreement relating to all Timberland Operating Agreements required pursuant to clause (a) of this definition;
(d) if requested by the Administrative Agent, a certificate of the Secretary, Assistant Secretary or Manager of each Timber Manager who enters into any Loan Document referenced in clauses (a) through (c) of this definition as to:
(i)resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;
(ii)each Organizational Document of each such Timber Manager; and
(iii)the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of each such Timber Manager that is authorized to act with respect to each Loan Document executed by it;
(iv)good standing certificates for each jurisdiction where portions of the Timberland for which such Timber Manager has been appointed a manager is located and the jurisdiction where such Timber Manager is organized; and
(e) all other reasonably requests of the Administrative Agent made with respect to such Timber Manager or the Timberland Operating Agreements subject to clause (a) of this definition.
Timber Manager Subordination Agreement means, collectively, that certain Timber Manager Subordination Agreement, dated as of December 23, 2014, among the Administrative Agent, for the benefit of itself and the other Lender Parties, the Borrower, Timberlands II, CatchMark TRS Subsidiary, CatchMark HBU, CatchMark Texas LP and FRC and each other subordination agreement regarding any Timberland Operating Agreement, among each relevant Loan Party, the Administrative Agent, and the applicable Timber Manager, in form and substance acceptable to the Administrative Agent in its sole discretion.
Timberland Operating Agreementmeans, collectively, each operating agreement among the relevant Loan Parties and the relevant Timber Manager, as amended, restated, supplemented or modified from time to time in accordance with Section 7.2.10, pursuant to which the relevant Loan Parties appoint a Timber Manager as a manager for certain Timberlands, in form and substance reasonably acceptable to the Administrative Agent.
Timberlands means, collectively, the Land and the Leasehold Interests.
Timberlands II” means Timberlands II, LLC, a Delaware limited liability company.
Transaction Agreements means each instrument, document or agreement pursuant to which any Subsidiary Guarantor acquires any Real Property or conveys in fee simple or lease, timber deed, sublease or license any Real Property.
Transaction Documents means (a) the Supply Agreements, and (b) the Transaction Agreements, in each case, together with all schedules and exhibits thereto, and each other instrument or document executed and delivered pursuant to or in connection with any Supply Agreements or any Transaction Agreements, and the various assignment and assumption agreements and deed contemplated under any of the Supply Agreements or any of the Transaction Agreements.



U.C.C. means the Uniform Commercial Code as from time to time in effect in the State of New York.
USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
U.S. Person” means any Person that is a “United States Person” as identified in Subsection 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 4.6(f)(ii)(B)(3).
United States or U.S. means the United States of America, its fifty States and the District of Columbia.
Unrestricted Timber Subsidiarymeans any wholly-owned Subsidiary (other than CatchMark Holder, the Borrower, and any of their Subsidiaries), acquired or organized by CatchMark Timber for the purpose of consummating an Unrestricted Timber Transaction, provided that (a) each such direct Subsidiary of CatchMark Timber shall act as an intermediate holding company performing substantially the same functions as the Borrower in connection with such Unrestricted Timber Transaction and (b) each such Subsidiary satisfies the requirements set forth in the definition of “Unrestricted Timber Transaction.”
Unrestricted Timber Transaction means purchase or acquisition in fee simple or by lease, sublease or license of real property (either through the purchase of assets or the purchase of Equity Interests of any Person that owns such assets) for the purpose of harvesting Timber thereon, provided that (a) each such transaction is consummated and conducted exclusively by Unrestricted Timber Subsidiaries; (b) each such Unrestricted Timber Subsidiary performs the functions specified in clause (a) of the proviso that is contained in the definition of “Unrestricted Timber Subsidiary”; (c) each such Unrestricted Timber Subsidiary has been capitalized solely through amounts contributed by CatchMark Timber or funded by Persons other than any Loan Party (other than CatchMark Timber) or any of their Subsidiaries; (d) CatchMark Timber shall not in any respect be subject to any material restriction or obligation imposed by, or provide any additional material benefits to, the lenders providing any financing with respect to such transaction, in each case without complying with Section 7.2.19; (e) all the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct, provided that if any such representation or warranty relates to an earlier date it shall be true and correct as of such date; (f) all obligations in connection with each such transaction are Non-Recourse; (g) no Default or Event of Default has occurred or is continuing or would result from the consummation of each such transaction; (h) each such transaction shall be consummated in accordance with the Laws and (i) no Material Adverse Effect could reasonably be expected to result from the consummation of each such transaction.
Unsecured Real Property means any Domestic Real Property acquired by any Subsidiary Guarantor and for which, prior to the acquisition of such Real Property (or such later date as the Administrative Agent may agree to in its sole discretion), the Borrower has delivered to the Administrative Agent written notice that such Subsidiary Guarantor has elected to acquire such Real Property on an unsecured basis; provided that, if such Subsidiary Guarantor subsequently elects to comply with all of the requirements of Section 7.1.9 with respect to such Real Property, such Real Property shall cease to be an Unsecured Real Property upon the fulfillment of all such requirements (unless any such requirement is waived by the Administrative Agent in its sole discretion) to the satisfaction of the Administrative Agent in its sole discretion.
Value of the Timberlands means, with respect to the Real Property, the appraised value thereof as determined by the most recently delivered appraisals or appraisal updates, including any appraisal delivered pursuant to Section 5.2.2; provided, however, that such value shall be reduced upon any individual sale of Real Property or termination of Timber Lease in excess of 1.5% of the aggregate Value of the Timberlands since the most recently delivered appraisal or appraisal update and may be increased upon



any acquisition of any Real Property in excess of 1.5% of the aggregate Value of the Timberlands since the most recently delivered appraisal or appraisal update, in each case, as such value is calculated and reported by the Landholders in accordance with clauses (x) and (w) of Section 7.1.11.
Voting Participant is defined in clause (d) of Section 11.11.
Withholding Agent means any Loan Party and Administrative Agent.
Write-Down and Conversion Powers means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
SECTION 1.2    Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and each other Loan Document.

SECTION 1.3    Certain Rules of Construction. References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and any successor statutes and regulations, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, subaccounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party or any Subsidiary of any Loan Party, such words are intended to signify that a member of management or officer or member of the board of directors of such Loan Party or such Subsidiary has actual knowledge or awareness of a particular fact or circumstance or a member of management or officer or director of such Loan Party or such Subsidiary, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. For purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding.” Any reference to a Loan Party or any other Person that is an individual as “it” shall refer to such Loan Party or other Person in his or her individual capacity. Unless the context otherwise requires, “issuance,” “issue,”



“issued” or similar terms shall in reference to any Letter of Credit be deemed to include any issuance of or any increase, extension or renewal any Letter of Credit under this Agreement. Unless the context otherwise requires, “acquire,” “acquisition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any acquisition in fee simple or by lease, timber deed, sublease or license of any such Real Property. Unless the context otherwise requires, “sale,” “disposition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any sublease of any such Real Property. [For the avoidance of doubt, the parties hereto note that a Transaction Clearing Account is not a deposit, securities or commodities account or subaccount but a book entry system used by CoBank to track credits and debits to various InvestLine Accounts of a Person over the course of a single Business Day.] References in this Agreement or any other Loan Document to compliance with Section 7.2.4(b) (whether specifically or generally such as a reference to compliance with all covenants set forth in the Loan Documents) after giving effect to a specified event, transaction or otherwise, shall be calculated using the definition of Pro Forma Fixed Charge Coverage Ratio.

SECTION 1.4    Accounting Determinations. Unless otherwise specified, all accounting terms “used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles (“GAAP”) as in effect from time to time.

ARTICLE II
FUNDING OF LOANS

SECTION 2.1    Amount and Terms of Loans.

SECTION 2.1.1    The Loans.
(a)    Term Loans. On the terms and subject to the conditions of this Agreement (including Article V), each Term Lender severally agrees to make, on the Effective Date, one loan (each, a “Term Loan” and, collectively for all the Term Lenders, the “Term Loans”) to the Borrower in such principal amount equal to the lesser of (A) such Lender’s Term Loan Commitment and (B) such Lender’s Percentage of the aggregate amount of the Borrowing of Term Loans requested by the Borrower to be made on the Effective Date. Amounts outstanding under the Term Loan that are repaid or prepaid may not be reborrowed. The proceeds of all Term Loans shall be used solely for the purposes described in Section 4.10.
(i)Borrowing Procedures. The Borrower shall request the Term Lenders to make the Term Loans by delivering to the Administrative Agent, by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 a.m. (New York City time), (i) one (1) Business Days prior to the expected Effective Date with respect to LIBOR Loans; provided, however, that no Term Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date; and (ii) one (1) Business Day prior to the expected Effective Date with respect to Base Rate Loans, a duly completed and executed, irrevocable Borrowing Request. All (x) Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000, and (y) LIBOR Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000. The proceeds of all Loans shall be used solely for the purposes described in Section 4.10.
(b)     Incremental Term Loans. The Borrower and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to



each of them), which Lenders are reasonably acceptable to the Administrative Agent, may agree, upon at least thirty (30) days’ prior notice to the Administrative Agent (or such shorter period of time as the Administrative Agent may agree to in its sole discretion), that such Lenders shall make one or more additional term loan facilities available to the Borrower under this clause (b) of Section 2.1.1 (each an “Incremental Term Loan Facility” and collectively, the “Incremental Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each an “Incremental Term Loan” and collectively, the “Incremental Term Loans”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan or Incremental Term Loan Commitment shall be documented by an amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions of the Incremental Term Loan Facility, which amendment, supplement or restatement shall be signed by the Borrower and the Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed the Maximum Incremental Amount; (ii) the Stated Maturity Date of any Incremental Term Loan shall be on or after the Stated Maturity Date for the Multi-Draw Term Loans, determined as of the initial funding date for such Incremental Term Loans; (iii) no Default or Event of Default shall have occurred and be continuing or result after giving effect to any Incremental Term Loan; (iv) the Loan Parties and their Subsidiaries shall be in compliance after giving effect to any Incremental Term Loan with all covenants set forth in the Loan Documents, including the financial covenants set forth in Section 7.2.4; (v) compliance with clause (iv) (calculated after giving effect to any such Incremental Term Loans) shall be evidenced by a Compliance Certificate delivered to the Administrative Agent; (vi) the proceeds of any Incremental Term Loan shall be used solely for the purposes described in Section 4.10; (vii) to the extent Section 4.10 permits any proceeds of any Incremental Term Loan to be used to acquire any additional Domestic Real Property, each of the conditions set forth in Sections 5.2 and 5.3 shall be fulfilled to the satisfaction of the Administrative Agent; (viii) the weighted average life of any Incremental Term Loan shall be equal to or greater than the remaining weighted average life of the Multi-Draw Term Loans, determined as of the initial funding date for such Incremental Term Loan; (ix) to the extent that the applicable interest rate margin on any Incremental Term Loan exceeds by more than 0.25% the applicable interest rate margin for the Multi-Draw Term Loans, determined as of the initial funding date for such Incremental Term Loan, the applicable interest rate margin for the Multi-Draw Term Loans shall be increased so that the applicable interest rate margin for the Multi-Draw Term Loans and for such Incremental Term Loan are equal; (x) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder; (xi) the aggregate of any original issue discount or upfront fees applicable to any such Incremental Term Loans shall not be more than 1% of the principal amount of such Incremental Term Loans; and (xii) the Borrower shall have delivered any modifications or additional Real Property Documents as the Administrative Agent shall have requested in its sole discretion pursuant to such Revolver Increase.
(c)     Revolving Loan Facility.
(i)Revolving Loan Commitment. On the terms and subject to the conditions of this Agreement (including Article V), from time to time on any Business Day occurring on or after the Effective Date and prior to the Revolving Loan Commitment Termination Date (the “Revolving Availability Period”), each Revolving Lender severally agrees to make loans (relative to such Revolving Lender, its “Revolving Loans”) to the Borrower equal to such Revolving Lender’s Percentage of the aggregate amount of the Borrowing of the Revolving Loans requested by the Borrower to be made on such day. The commitment of each Revolving Lender described in this clause (c)(i) is herein referred to as its “Revolving Loan Commitment.” On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans.



(ii)Revolver Increase.
(A)Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase.
(B)The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3.
(C)Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Percentage of such Letter of Credit and the participation of each other Revolving Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit and accrued interest thereon as described in Section 2.1.1(d)(ii), and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.
(iii)Revolving Loan Availability. No Borrowing of Revolving Loans shall be made if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, or (B) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero.
(iv)Borrowing Procedures. By delivering a duly completed and executed Borrowing Request to the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 a.m. (New York City time), on a Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that (A) a Base Rate Loan be made not less than one (1) nor more than five (5) Business Days thereafter or that (B) a LIBOR Loan be made not less than three (3) nor more than five (5) Business Days thereafter; provided, however, that no Revolving Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date. All (x) Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000 or, if less, in the amount of the Available Revolving Facility



Commitment, and (y) LIBOR Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000. The proceeds of all Loans shall be used solely for the purposes described in Section 4.10.
(d)    Letter of Credit Facility. The Revolving Loan Commitments may, in addition to advances as Revolving Loans and Swingline Loans, be utilized, upon the request of the Borrower, for the issuance of irrevocable standby or trade letters of credit in United States dollars (individually, a “Letter of Credit” and, collectively, the “Letters of Credit”) by an Issuing Lender for the account of any Loan Party other than CatchMark Timber. Immediately upon the issuance by an Issuing Lender of a Letter of Credit, and without further action on the part of the Administrative Agent or any Lenders, each Lender shall be deemed to have purchased from such Issuing Lender a participation in such Letter of Credit equal to such Lender’s Percentage of the Revolving Loan Commitment of the aggregate amount available to be drawn under such Letter of Credit. Unless collateralized as provided in Section 4.14, each Letter of Credit shall reduce the amount available under the Revolving Loan Commitments by the Letter of Credit Usage with respect to such Letter of Credit.
(i)Availability. No Letter of Credit shall be issued, renewed, extended or increased if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, (B) Aggregate Letter of Credit Usage would exceed the Letter of Credit Sublimit, or (C) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero. If at any time the Aggregate Letter of Credit Usage exceeds the Letter of Credit Sublimit, the Borrower shall reduce the Aggregate Letter of Credit Usage by providing collateral for the Letter of Credit Liability corresponding to such excess Letter of Credit Usage in the manner set forth in Section 4.14 to the extent required to eliminate such excess.
(ii)Reimbursement. The Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse each Issuing Lender in immediately available funds for any amounts paid by such Issuing Lender with respect to any Letter of Credit issued hereunder. Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the Issuing Lender shall notify the Borrower and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the date of any payment by any Issuing Lender under a Letter of Credit (or if notice is not provided to the Borrower of such drawing prior to such time, not later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), the Borrower shall reimburse such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans on such day (or days if the next immediately succeeding day is not a Business Day)). If the Borrower fails to so reimburse the applicable Issuing Lender by such time, the Borrower shall be deemed to have requested a Revolving Loan (not a Swingline Loan) in the amount of the payment made by such Issuing Lender with respect to such Letter of Credit. All amounts paid by an Issuing Lender with respect to any Letter of Credit that are not repaid by the Borrower as required by this Section 2.1.1(d)(ii), or that are not repaid with a Revolving Loan shall bear interest at the sum of the Base Rate plus the highest Applicable Margin for Revolving Loans plus 2% . Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.1.1(d)(ii). In the event the Borrower fails to reimburse an Issuing Lender in full for any payment in respect of a Letter of Credit issued hereunder, the Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolving Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of the aggregate Revolving Loan Commitments in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender upon demand by such Issuing Lender such Lender’s Percentage of each payment made by such Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by the Borrower. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.1(d)(ii) in respect of



Letters of Credit and to make the payments to each Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 5.3. If any Revolving Lender fails to make available to an Issuing Lender the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this Section 2.1.1(d)(ii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.
(iii)Conditions of Issuance of Letters of Credit. In addition to all other terms and conditions set forth in this Agreement, the issuance by an Issuing Lender of any Letter of Credit shall be subject to the conditions precedent that the Letter of Credit shall be in such form, be for such amount, and contain such terms and conditions as are reasonably satisfactory to the Administrative Agent and such Issuing Lender. The expiration date of each Letter of Credit must be on a date which is the earlier of (A) (1) for a standby Letter of Credit, one (1) calendar year from its date of issuance, but may, by its terms, be automatically renewable annually unless such Issuing Lender has notified the Borrower on or prior to the date for notice of terminations set forth in such Letter of Credit but in any event at least thirty (30) days prior to the date of automatic renewal of its election not to renew such Letter of Credit and (2) for a trade Letter of Credit, 180 days for its date of issuance, or (B) the 30th day before the Stated Maturity Date for the Revolving Loan Commitments or such later date as agreed to by both the Administrative Agent and the applicable Issuing Lender, in their sole discretion.
(iv)Request for Letters of Credit. The Borrower must give the Administrative Agent at least three (3) Business Days’ prior notice (or such shorter period of time as the Administrative Agent and the applicable Issuing Lender shall agree to in their sole discretion), which notice will be irrevocable, specifying the date a Letter of Credit is requested to be issued and the requested amount, identifying the beneficiary, stating whether the Letter of Credit will be a standby or trade Letter of Credit and describing the nature of the transactions proposed to be supported thereby. Any notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit to be provided by the applicable Issuing Lender. The Borrower must also complete any application procedures and documents required by an Issuing Lender in connection with the issuance of any Letter of Credit, including a certificate regarding Borrower’s compliance with the provisions of Section 5.3 of this Agreement.
(v)Borrower Obligations Absolute. The obligations of the Borrower under this Section 2.1.1(d) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit, shall be absolute and unconditional, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid in accordance with the terms and conditions of this Agreement under all circumstances, including, any of the following circumstances, except where caused by the gross negligence or willful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction:
(A)    Any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit;
(B)    Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan



Document in each case whether or not any Loan Party or any Subsidiary of any Loan Party has notice or knowledge thereof;
(C)    The existence of any claim, setoff, defense or other right that any Loan Party or any Subsidiary of any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any Subsidiary of any Loan Party and the beneficiary named in any such Letter of Credit);
(D)    Any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any errors in translation or in interpretation of technical terms;
(E)    Payment under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;
(F)    Any defense based upon the failure of any drawing under any Letter of Credit to conform to the terms of such Letter of Credit (provided, that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any non-application or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;
(G)    The exchange, release, surrender or impairment of any collateral or other security for the obligations;
(H)    The occurrence of any Default or Event of Default; or
(I)    Any other circumstance or event whatsoever, including, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party, any Subsidiary of any Loan Party or any guarantor or other surety.
Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Subsidiary of any Loan Party.
(vi)Obligations of Issuing Lenders. Each Issuing Lender (other than the Administrative Agent) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided the Administrative Agent with notice specifying the amount and intended issuance date of such Letter of Credit and the Administrative Agent has returned a written acknowledgment of such notice to such Issuing Lender. Each of the Issuing Lenders and the Administrative Agent agrees to provide such notices and acknowledgement promptly upon the Borrower’s request for a Letter of Credit provided such request satisfies all of the requirements provided herein. Each Issuing Lender (other than the Administrative Agent) further agrees to provide to the Administrative Agent: (A) a copy of each Letter of Credit issued by such Issuing Lender promptly after its issuance; (B) a monthly report summarizing available amounts under Letters of Credit issued by such Issuing Lender, the dates and amounts of any draws under such Letters of Credit, the effective



date of any increase or decrease in the face amount of any Letters of Credit during such month and the amount of any unreimbursed draws under such Letters of Credit; and (C) such additional information reasonably requested by the Administrative Agent from time to time with respect to the Letters of Credit issued by such Issuing Lender.
(vii)UCP and ISP. The Uniform Customs and Practice for Documentary Credits as most recently published from time to time by the International Chamber of Commerce (the “UCP”) is hereby incorporated in this Agreement with respect to trade Letters of Credit and shall be deemed incorporated by this reference into each trade Letter of Credit issued pursuant to this Agreement. The terms and conditions of the UCP shall be binding with respect to trade Letters of Credit on the parties to this Agreement and each beneficiary of any trade Letter of Credit issued pursuant to this Agreement. The International Standby Practices as most recently published from time to time by the International Chamber of Commerce (the “ISP”) is hereby incorporated in this Agreement with respect to standby Letters of Credit and shall be deemed incorporated by this reference into each standby Letter of Credit issued pursuant to this Agreement. The terms and conditions of the ISP shall be binding with respect to standby Letters of Credit on the parties to this Agreement and each beneficiary of any standby Letter of Credit issued pursuant to this Agreement. Notwithstanding the above, upon the request of the Borrower, in the sole discretion of the Administrative Agent and the applicable Issuing Lender, a standby Letter of Credit may expressly incorporate the UCP and the UCP is hereby incorporated in this Agreement with respect to such standby Letters of Credit. Furthermore, the terms and conditions of the UCP shall be binding with respect to such standby Letters of Credit on the parties to this Agreement and each beneficiary of such standby Letter of Credit issued pursuant to this Agreement.
(viii)Illegality. If, at any time, it becomes unlawful for an Issuing Lender to comply with any of its obligations under any Letter of Credit (including as a result of any Sanctions), the obligations of such Issuing Lender with respect to such Letter of Credit shall be suspended (and all corresponding rights shall cease to accrue) until such time as it may again become lawful for such Issuing Lender to comply with its obligations under such Letter of Credit, and such Issuing Lender shall not be liable for any losses that any Loan Party, any Subsidiary of any Loan Party or any other Person may incur as a result of such suspension.
(e)     Swingline Facility.
(i)Swingline Loan Commitment. On the terms and subject to the conditions of this Agreement (including Article V), during the Revolving Availability Period, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make Swingline Loans to the Borrower in an aggregate principal amount not to exceed the Swingline Loan Commitment; provided, however, unless the Borrower has complied with Section 4.13, if at any time any Revolving Lender is a Defaulting Lender, the making of Swingline Loans shall be at the sole discretion of the Swingline Lender. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall reduce the Available Revolving Facility Commitment and the Available Revolving Lender Commitment by the outstanding principal amount of such Swingline Loan.
(ii)Swingline Loan Availability. No Borrowing of Swingline Loans shall be made if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, (B) aggregate principal balance of the Swingline Loans exceeds the Swingline Loan Commitment, or (C) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero. If at any time the aggregate principal balance of the Swingline Loans then outstanding exceeds the Swingline Loan Commitment, the Borrower shall be deemed to have requested a Revolving Loan Borrowing in the amount of the difference in the manner and pursuant to the terms of Section 2.1.1(e)(iii).
(iii)Swingline Loan Reimbursement; Etc.. Any outstanding Swingline Loan shall be payable by the Borrower on demand by Swingline Lender, a copy of which demand also shall be



delivered by Swingline Lender to the Administrative Agent. If the Borrower fails to so reimburse the Swingline Lender on demand, without limiting Swingline Lender’s remedies with respect to the Borrower in the case of any Revolving Lender’s failure to advance under this Section 2.1.1(e)(iii), the Borrower shall be deemed to have requested the Administrative Agent to make a Revolving Loan in the aggregate amount of the then outstanding Swingline Loans. Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.2.1(e)(iii). The Administrative Agent shall promptly notify each Revolving Lender of the amount of such payment due and each such Revolving Lender, on the next Business Day, shall deliver to the Administrative Agent an amount equal to its Percentage thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to Swingline Lender such Revolving Lender’s Percentage of each such payment due. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to Swingline Lender of any amount due under this Section 2.1.1(e)(iii), such Revolving Lender shall be deemed, at the option of Swingline Lender, to have unconditionally and irrevocably purchased from Swingline Lender, without recourse or warranty, an undivided interest and participation in the applicable Swingline Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Loans and/or to acquire participations pursuant to this Section 2.1.1(e)(iii) in respect of Swingline Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 5.3. If any Revolving Lender fails to make available to Swingline Lender the amount of such Lender’s Percentage of any payments due as provided in this Section 2.1.1(e)(iii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 by such amount and pay such amount to Swingline Lender. If the Administrative Agent does not so elect or if the funds in such accounts are insufficient, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate. On the Revolving Loan Commitment Termination Date, if not sooner demanded, the Borrower shall repay in full the outstanding principal amount of the Swingline Loans.
(iv)Swingline Loan Interest; Payments. All Swingline Loans shall accrue interest from the date made as a Base Rate Loan, at the sum of the Base Rate plus the Applicable Margin, applicable from time to time as provided in Section 3.2. Until each Revolving Lender funds its Percentage of its Revolving Loan or purchase of a participation pursuant to Section 2.1.1(e)(iii), interest in respect of the Swingline Loans, of the applicable portions thereof, shall be solely for the account of Swingline Lender. Notwithstanding any other provision of this Agreement, prior to the Revolving Loan Commitment Termination Date, the Borrower shall make all payments of principal and interest in respect of Swingline Loans directly to the Swingline Lender by such method and to such account or place as the Swingline Lender may from time to time designate in writing and the Swingline Lender shall make the funds of the Swingline Loans directly available to the Borrower by such method and to such account or place as the Borrower may from time to time designate in writing. To the extent that the Swingline Lender is not the Administrative Agent, the Swingline Lender shall promptly provide to the Administrative Agent such information as it shall reasonably request with respect to the Swingline Loans.
(v)Borrowing Procedures. By delivering a duly completed and executed Borrowing Request to the Swingline Lender and the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 1:00 p.m. (New York City time), on a Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that a Base Rate Loan be made on such Business Day. All Swingline Loans shall be made in a minimum amount of $250,000 and an integral multiple of $100,000 or, if less, in the unused amount of the Swingline Commitment. The proceeds of all Swingline Loans shall be used solely



for the purposes described in Section 4.10 for Revolving Loans; provided that, no Swingline Loan shall be used to refinance any outstanding Swingline Loan.
(vi)Cash Management. The Borrower and the Swingline Lender may enter into a cash management agreement (including the CoBank Cash Management Agreement) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein except as to timing of and minimum and multiple amounts of Swingline Loans as provided in the first two sentences of Section 2.1.1(e)(vi), and which shall be in form and substance reasonably acceptable to the Administrative Agent.
(f)     Multi-Draw Term Loan Facility.
(i)On the terms and subject to the conditions of this Agreement (including Article V), from time to time on any Business Day occurring on or after the Effective Date and prior to the Multi-Draw Term Loan Commitment Termination Date (the “Multi-Draw Term Loan Availability Period”), each Multi-Draw Term Loan Lender severally agrees to make loans (relative to such Multi-Draw Term Loan Lender, its “Multi-Draw Term Loans”) to the Borrower equal to such Multi-Draw Term Loan Lender’s Percentage of the aggregate amount of the Borrowing of the Multi-Draw Term Loans requested by the Borrower to be made on such day. The commitment of each Multi-Draw Term Loan Lender described in this clause (f)(i) is herein referred to as its “Multi-Draw Term Loan Commitment.” During the Multi-Draw Term Loan Availability Period and on the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Multi-Draw Term Loans.
(ii)Multi-Draw Term Loan Availability. No Borrowing of Multi-Draw Term Loans shall be made if, after giving effect thereto the aggregate outstanding principal amount of all the Multi-Draw Term Loans (A) of all the Multi-Draw Term Loan Lenders would exceed the Multi-Draw Term Loan Commitment Amount or (B) of any Multi-Draw Term Loan Lender would exceed such Multi-Draw Term Loan Lender’s Percentage of the Multi-Draw Term Loan Commitment Amount.
(iii)Borrowing Procedures. By delivering a duly completed and executed Borrowing Request to the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 a.m. (New York City time), on a Business Day occurring prior to the Multi-Draw Term Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that (A) a Base Rate Loan be made not less than one (1) nor more than five (5) Business Days thereafter or that (B) a LIBOR Loan be made not less than three nor more than five (5) Business Days thereafter; provided, however, a LIBOR Loan to be made on the Effective Date may be irrevocably requested not less than one (1) Business Day prior to the Effective Date; provided further, that no Multi-Draw Term Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date. All (x) Base Rate Loans shall be made in a minimum amount of $5,000,000 and an integral multiple of $100,000 or, if less, in the unused amount of the Multi-Draw Term Loan Commitment Amount, and (y) LIBOR Loans shall be made in a minimum amount of $5,000,000 and an integral multiple of $500,000. The proceeds of all Loans shall be used solely for the purposes described in Section 4.10.
(iv)Reserved.
(v)Multi-Draw Term Loan Increase.
(A)Upon satisfaction of the conditions precedent set forth in the definition of Multi-Draw Term Loan Increase and effective as of the date specified in writing by the Administrative Agent, the Multi-Draw Term Loan Commitment Amount may be increased in the aggregate by the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate



in any Multi-Draw Term Loan Increase. Lenders shall have no obligation and no right to participate in any Multi-Draw Term Loan Increase.
(B)The Borrower shall in coordination with the Administrative Agent repay outstanding Multi-Draw Term Loans of certain Multi-Draw Term Loan Lenders and obtain additional Multi-Draw Term Loans from other Multi-Draw Term Loan Lenders, in each case, to the extent necessary so that all Multi-Draw Term Loan Lenders participate in outstanding Multi-Draw Term Loans ratably, on the basis of their respective Multi-Draw Term Loan Commitment Amounts, after giving effect to the increase in the aggregate Multi-Draw Term Loan Commitment Amounts effected by implementation of the Multi-Draw Term Loan Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B). Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3.
SECTION 2.1.2    Reserved.
SECTION 2.1.3    Disbursement of Funds under the Loans. The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Borrowing Request, the amount required to be funded by each such Lender and when such amount must be funded. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. On or before 1:00 p.m. (New York City time) on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. Nothing in this Section 2.1.3 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

SECTION 2.2    Notes; Updated Schedule II.
(a)Upon the request of any applicable Lender, the Borrower shall execute and deliver to such Lender a separate Note for each applicable Term Loan, Multi-Draw Term Loan or Revolving Loan, each dated as of the Effective Date, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Commitment or Loan, as applicable. Upon the request of any applicable Lender, the Borrower shall execute and deliver to such Lender a separate Note for each applicable Incremental Term Loan Facility, each dated as of the closing date of such Incremental Term Loan Facility, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Incremental Term Loan Commitment or Incremental Term Loan, as applicable. Upon Swingline Lender’s request, the Borrower shall execute and deliver to Swingline Lender a Swingline Note, dated as of the Effective Date, or, if later, the date of such request, in the amount of the Swingline Commitment.
(b)The Notes issued to each Lender pursuant to clause (a) shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or such Lender’s assigns, (iii) be in the stated principal amount equal to the Loan made by such Lender on date of such Note or the principal amount of such



Lender’s pro rata share of the applicable Commitment, (iv) be payable as provided in Section 3.1, (v) accrue interest as provided in Section 3.2 and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.
(c)Each Lender shall record in its records the amount and date of each Loan made by such Lender to the Borrower, and each repayment of such Lender’s Loans. The aggregate unpaid principal amount so recorded shall, absent manifest error, be conclusive evidence of the principal amount of the Loan owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Borrower hereunder or under any Note to repay the principal amount of all Loans hereunder, together with interest accruing thereon.
(d)The Administrative Agent may from time to time deliver to the Borrower and the Lenders an updated Schedule II hereto reflecting any Incremental Term Loan Facilities permitted by Section 2.1.1(b), any Revolver Increase permitted by Section 2.1.1(c)(ii), or any Multi-Draw Term Loan Increase permitted by Section 2.1.1(f)(v).

SECTION 2.3    Reserved.

SECTION 2.4    Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as Loans accruing interest at LIBOR (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any Loan accruing interest at LIBOR at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Loan shall, on such last day, automatically convert to a Loan accruing interest at the Base Rate); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, Loans accruing interest at LIBOR when any Event of Default has occurred and is continuing, unless the Required Lenders otherwise agree in writing, (c) no Loans may be continued as, or be converted into, Loans accruing interest at LIBOR for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to the Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date).
ARTICLE III
PAYMENTS INTEREST AND FEES

SECTION 3.1Repayments and Prepayments. The Loans shall be repaid as set forth in this Section.
SECTION 3.1.1Voluntary Prepayments; Commitment Reductions.



(a)Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided, however, that:
(i)all such voluntary prepayments shall require notice on or before 11:00 a.m. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion);
(ii)all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder; and
(iii)all such prepayments shall be made pro rata among Loans having the same Interest Period.
(b)The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Commitment and the Letter of Credit Sublimit; provided, however, that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Commitment or Letter of Credit Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to all such Letter of Credit Usage shall have been collateralized in accordance with Section 4.14.
SECTION 3.1.2Mandatory Repayments and Prepayments.
(a)Stated Maturity Date. On the Stated Maturity Date, the Borrower shall repay in full the then aggregate outstanding principal amount of each Loan.
(b)Mandatory Prepayments from Certain Sources.
(i)Equity Raises Net Proceeds. Subject to clause (viii) of this Section 3.1.2(b), immediately upon receipt of such Equity Raises Net Proceeds by any Loan Party or Subsidiary of any Loan Party pursuant to clause (b) of Section 7.1.15, the Borrower shall be obligated to repay the Loans in an amount equal to the Equity Raises Net Proceeds; provided however, if no Default or Event of Default has occurred and is continuing, and if the Loan to Value Ratio does not exceed 40%, the Borrower shall not be obligated to repay the Loans in an amount equal to the Equity Raises Net Proceeds.
(ii)Proceeds of Other Indebtedness. Subject to clause (viii) of this Section 3.1.2(b), immediately upon receipt of any proceeds of any Indebtedness other than Indebtedness permitted by Section 7.2.2 by any Loan Party or any Subsidiary of any Loan Party (other than an Unrestricted Timber Subsidiary), the Borrower shall be obligated to repay the Loans in an amount equal to such proceeds.
(iii)Collateral Insurance Proceeds. Subject to clause (viii) of this Section 3.1.2(b), immediately upon receipt of any Collateral Insurance Proceeds by any Loan Party or any Subsidiary of any Loan Party or any other insurance proceeds by the Borrower or any Subsidiary of the Borrower, the Borrower shall be obligated to repay the Loans in an amount equal to such Collateral Insurance Proceeds or such other insurance proceeds; provided however, if no Default or Event of Default has occurred and is continuing and if the Loan to Value Ratio, calculated after giving effect to such disposition, does not exceed 40%, the Borrower shall not be obligated to repay the Loans in an amount equal to such Collateral Insurance Proceeds or such other insurance proceeds to the extent that (A) all such Collateral Insurance Proceeds or such other insurance proceeds do not exceed $5,000,000 in the aggregate after the Amendment Effective Date and over the remaining term of this Agreement, (B) all such Collateral Insurance Proceeds are applied to repair or replace the lost, damaged or destroyed Collateral within 180 days of receipt of such Collateral



Insurance Proceeds by any Loan Party or Subsidiary of any Loan Party, and (C) all other insurance proceeds are applied to assets used or useful to the business of any of the Loan Parties other than CatchMark Timber within 180 days of receipt of such other insurance proceeds by the Borrower or any Subsidiary of the Borrower.
(iv)[Reserved]
(v)Timber Lease Termination Proceeds. Subject to clause (viii) of this Section 3.1.2(b), immediately upon receipt of any Timber Lease Termination Proceeds by any Loan Party or any Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans in an amount equal to such Timber Lease Termination Proceeds; provided however, if no Default or Event of Default has occurred and is continuing and if the Loan to Value Ratio, calculated after giving effect to such disposition, does not exceed 40%, the Borrower shall not be obligated to repay the Loans (A) to the extent the Timber Lease Termination Proceeds do not exceed 0.5% of the aggregate Value of the Timberlands (calculated as of the date such Timber Lease Termination Proceeds are received) in connection with the termination of a single PLM Lease or a single portion of the LTC Lease or any other Timber Lease and (B) all such Timber Lease Termination Proceeds do not exceed 1.5% of the aggregate Value of the Timberlands (calculated as of the date each such Timber Lease Termination Proceeds are received) in the aggregate after the Amendment Effective Date and over the remaining term of this Agreement.
(vi)[Reserved]
(vii)Net Real Property Disposition Proceeds. Subject to clause (viii) of this Section 3.1.2(b), immediately upon receipt of any Net Real Property Disposition Proceeds by any Loan Party or any Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans in an amount equal to such Net Real Property Disposition Proceeds; provided, however, if no Default or Event of Default has occurred and is continuing and if the Loan to Value Ratio, calculated after giving effect to such disposition, does not exceed 40%, the Borrower shall not be required to repay the Loans until the aggregate of all Net Real Property Disposition Proceeds received in any Fiscal Year exceeds 2% of the aggregate Value of the Timberlands (calculated as of the date such Net Real Property Disposition Proceeds are received) and such Net Real Property Disposition Proceeds not used to repay the Loans are used for (A) general working capital, (B) acquisitions of additional Real Property by a Subsidiary Guarantor which shall be subject to the Lien of the Administrative Agent and otherwise permitted pursuant to the terms and provisions of this Agreement or (C), if the Loan to Value Ratio calculated after giving effect to such disposition, does not exceed 30%, dividends, distributions or other payments permitted pursuant to Section 7.2.6 of this Agreement.
(viii)Authorized Delay. If no Default or Event of Default has occurred and is continuing, upon the written request of the Borrower, the Administrative Agent may in its sole discretion (or upon the direction of the Required Lenders (such direction given in their sole discretion) shall) authorize the Borrower to delay making the repayments required by clauses (i) through (vii) and (ix) of this Section 3.1.2(b) until such time as the Administrative Agent determines in its sole discretion that no liabilities for the Borrower under Section 4.4 would result or such liabilities would be materially reduced (it being agreed that during such period of authorized delay such amount shall be cash collateralized in such amounts and on such terms and conditions as are acceptable to the Administrative Agent in its sole discretion).
(ix)Proceeds in Excess of Actual Costs and Expenses. Subject to clause (viii) of this Section 3.1.2(b), promptly and in any event within thirty (30) days of such Borrowing, the Borrower shall be obligated to repay the Loans by the amount by which the proceeds of any Borrowing of Revolving Loans, Multi-Draw Term Loans or Incremental Term Loans advanced for the purpose of funding estimated costs and expenses related to an acquisition of additional Domestic Real Property exceeded the actual costs and expenses by more than the greater of (A) 5% of the actual costs and expenses incurred in connection with the acquisition of such additional Domestic Real Property and (B) $100,000; provided that, such calculation by the Borrower shall be reasonably acceptable to the Administrative Agent. Notwithstanding



Section 3.1.3, such repayment shall be applied first to the type of Loans pursuant to which such Borrowing was made and second in accordance with the provisions of Section 3.1.3 hereof.
(c)Multi-Draw Term Loan. In addition to payments made pursuant to clause (b) of this Section 3.1.2, if the Loan to Value Ratio calculated and reported for any Fiscal Quarter end pursuant to clause (e) of Section 7.1.1 is equal to or greater than 40%, concurrent with the delivery of the applicable Compliance Certificate, the Borrower shall repay the aggregate outstanding balance of the Multi-Draw Term Loans by an amount equal to the result of: the aggregate outstanding balance of all Multi-Draw Term Loans as of the last day of such Fiscal Quarter multiplied by 5.0% and then divided by 4; provided, however, that the Borrower shall repay the aggregate amount outstanding under any Multi-Draw Term Loans in full on the Stated Maturity Date.
(d)Acceleration. The Borrower shall, immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, repay all (or if only a portion is accelerated thereunder, such portion of) the Loans then outstanding.
(e)Incremental Term Loans. The Borrower shall repay the aggregate outstanding balance of any Incremental Term Loans as provided in the amendment or supplement to this Agreement documenting such Incremental Term Loans; provided, however, that the Borrower shall repay the aggregate amount outstanding under any Incremental Term Loans in full on the Stated Maturity Date.
(f)Revolving Loans. The Borrower shall, on each date (i) when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the aggregate Revolving Loan Commitment Amount, repay the Revolving Loans until they have been paid in an amount equal to such excess, and (ii) when the Available Revolving Facility Commitment is less than zero, repay the Revolving Loans, Swingline Loans or reduce the Aggregate Letter of Credit Usage until they have paid in or collateralized an amount equal to such deficit. During the Multi-Draw Term Loan Availability Period, within five (5) Business Days (or such later date as the Administrative Agent shall agree in its sole discretion but, in any event, within 90 days) of the aggregate outstanding principal amount of the Revolver Real Property Acquisition Loans equaling $5,000,000, the Borrower shall repay all such outstanding Revolver Real Property Acquisition Loans.
SECTION 3.1.3Application of Payments.
(a)Application to Loans.
(i)Each prepayment of any Loans made pursuant to Section 3.1.2(b)(i) shall be applied as follows: first, to the outstanding balance of any Multi-Draw Term Loans; and second, after any Multi-Draw Term Loans have been paid in full, to the outstanding balance of any Incremental Term Loans (if and when applicable); and third, after any Incremental Term Loans (if and when applicable) have been paid in full, to the outstanding balance of the Term Loans; and fourth, after the Term Loans have been paid in full, to the outstanding balance of any Swingline Loans; and fifth, after any Swingline Loans have been paid in full, to the outstanding balance of any Revolving Loans; and sixth, after any Revolving Loans have been paid in full, to reduce the Aggregate Letter of Credit Usage by providing collateral pursuant to Section 4.14; and
(ii)Each prepayment of any Loans made pursuant to clauses (ii) through (vii) or (ix) of Section 3.1.2(b) shall be applied as follows: first, pro rata to the outstanding balance of any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable); and second, after any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable) have been paid in full, to the outstanding balance of the Term Loans; and third, after the Term Loans have been paid in full, to the outstanding balance of any Swingline Loans; and fourth, after any Swingline Loans have been paid in full, to the outstanding balance of any Revolving Loans; and fifth, after any Revolving Loans have been paid in full, to reduce the Aggregate Letter of Credit Usage by providing collateral pursuant to Section 4.14.
(b)[reserved]



(c)Mandatory Commitment Reduction.
(i)If any Event of Default has occurred and is continuing, at the election of the Required Lenders, each repayment of any Loans made pursuant to clauses (ii) through (vii) or clause (ix) of Section 3.1.2(b) applied to any Multi-Draw Term Loan, any Swingline Loan, any Revolving Loan, or to reduce the Aggregate Letter of Credit Usage by providing collateral pursuant to Section 4.14 shall permanently reduce both the outstanding balance of such Loan and the Commitment corresponding to such Loan. If the amount required to be prepaid by clauses (ii) through (vii) or (ix) of Section 3.1.2(b) exceeds the outstanding balance of all Loans and the Letter of Credit Usage, the Commitments shall be permanently reduced by an amount equal to such excess and such reduction shall be applied as follows: (A) first pro rata to the Multi-Draw Term Loan Commitment and any Incremental Term Loan Commitment (if and when applicable); and (B) second, after the Multi-Draw Term Loan Commitment and any Incremental Term Loan Commitment (if and when applicable) have been permanently reduced to zero, to the Revolving Loan Commitment.
(ii)If any reduction in the Revolving Loan Commitments would cause the Revolving Loan Commitments to be less than the sum of the Swingline Commitment and the Letter of Credit Sublimit, then the Letter of Credit Sublimit will simultaneously with such reduction of the Revolving Loan Commitment be permanently reduced such that the sum of the Swingline Commitment and the Letter of Credit Sublimit does not exceed the Revolving Loan Commitments. If the Letter of Credit Sublimit has been reduced to $0 and a reduction of the Revolving Loan Commitments would cause the Revolving Loan Commitments to be less than the Swingline Commitment, then the Swingline Commitment will simultaneously with such reduction of the Revolving Loan Commitments be permanently reduced such that the Swingline Commitment does not exceed the reduced Revolving Loan Commitments.
(d)Application of Voluntary Prepayment. Each prepayment of any Loans made pursuant to Section 3.1.1 shall be applied first, to the prepayment of any Swingline Loans; second, after any Swingline Loans have been paid in full, to the prepayment of any Revolving Loans; third, after any Revolving Loans have been paid in full, pro rata to the outstanding balance of any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable); fourth, after any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable) have been paid in full, to the outstanding balance of the Term Loans; and fifth, after the Term Loans have been paid in full, to reduce the Aggregate Letter of Credit Usage by providing collateral pursuant to Section 4.14; provided that, the Borrower may, at its option, request that the prepayments be applied as provided in clause (a) or (b) of this Section 3.1.3.
(e)Installments; Interest Rate; Penalties. Any repayment of any Loans made pursuant to Sections 3.1.1 and 3.1.2 and applied to the Term Loans, any Multi-Draw Term Loans, or any Incremental Term Loans shall be applied to the principal installments in the inverse order of maturity. All payments made pursuant to Sections 3.1.1 and 3.1.2 shall first be applied to Loans accruing interest at the Base Rate or Loans accruing interest at LIBOR, as the Borrower shall direct in writing and, in the absence of such direction, shall first be applied to Loans accruing interest at the Base Rate and then to Loans accruing interest at LIBOR as the Administrative Agent shall elect. Each prepayment of any Loans made pursuant to this Section 3.1 (and assignments pursuant to Section 4.5 or Section 11.11) shall, except as provided in Section 4.4, be without premium or penalty and be accompanied by the payment of accrued and unpaid interest on the amount prepaid.
(f)Application of Prepayment to Revolving Loans. For the purposes of calculating the aggregate outstanding principal amount of the Revolver Real Property Acquisition Loans, each prepayment for any Revolving Loans shall be deemed applied as follows: first, to any Borrowing of Revolving Loans not identified as Revolver Real Property Acquisition Loans in the applicable Borrowing Request; and, second, after all Revolving Loans not identified as Revolver Real Property Acquisition Loans have been paid in full, to any Borrowing of Revolving Loans identified as Revolver Real Property Acquisition Loans in the applicable Borrowing Request; provided that, any prepayment of Revolver Real Property Acquisition



Loans financed with the proceeds of a Borrowing of Multi-Draw Term Loans or of Incremental Term Loans shall be deemed applied to the outstanding Revolver Real Property Acquisition Loans.
SECTION 3.2Interest Provisions. Interest on the outstanding principal amount of Loans shall, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, accrue and be payable in accordance with this Section.
SECTION 3.2.1.Interest Rates.
Subject to Section 3.2.2, the Borrower may elect, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice:
(a)a Borrowing of Loans that accrue interest at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin; and
(b)a Borrowing of Loans that accrue interest at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin;
provided, that any Incremental Term Loans shall accrue interest as provided in the amendment, supplement or restatement of this Agreement evidencing such Incremental Term Loans; provided further, any Borrowing of a Swingline Loan must be at the rate described in clause (a).
SECTION 3.2.2.Post-Default Rates. Upon a Commitment Termination Event or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay, but only to the extent permitted by the Law, interest (after as well as before judgment) on the Loans and on all other Obligations at a rate per annum equal to the highest interest rate with respect to the Loans as in effect from time to time plus 2.00% per annum; provided, however, that if no Loans are outstanding such interest rate shall be based upon the Base Rate plus the highest Applicable Margin for Revolving Loans plus 2.00%.
SECTION 3.2.3.Interest Payment Dates.
Interest accrued on each Loan shall be paid as follows:
(a)on the Stated Maturity Date therefor;
(b)on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid;
(c)on the last day of each applicable Interest Period and, if interest on the Loans is accruing at the Base Rate, on each Quarterly Payment Date; and
(d)on that portion of any Loans the Stated Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.
Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.
SECTION 3.3Revolver Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Revolving Lender (other than each Revolving Lender that is a Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee (the “Revolver Commitment Fee”) at the Applicable Margin on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount (calculated for the Swingline Lender as all Revolving Loan Commitment Amounts, minus the aggregate outstanding principal of all Revolving Loans, minus the aggregate outstanding principal of all Swingline Loans, minus the face amount of each outstanding Letter of Credit; and calculated for all Lenders other than the Swingline Lender as all Revolving Loan Commitment Amounts minus the aggregate outstanding principal of all Revolving Loans minus the face amount of each outstanding Letter of Credit) during the quarter ending



immediately prior to the applicable Quarterly Payment Date (without taking into account that portion of Revolving Loan Commitment Amount attributable to such Defaulting Lender). Such commitment fees are non-refundable and shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date.
SECTION 3.4Multi-Draw Term Loan Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Multi-Draw Term Loan Lender (other than each Multi-Draw Term Loan Lender that is a Defaulting Lender), for the period (including any portion thereof when the Multi-Draw Term Loan Commitment is suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Effective Date and continuing through the Multi-Draw Term Loan Commitment Termination Date, a commitment fee (the “Multi-Draw Term Loan Commitment Fee”) at the Applicable Margin on such Lender’s Percentage of the average daily unused portion of the Multi-Draw Term Loan Commitment Amount during the quarter ending immediately prior to the applicable Quarterly Payment Date (without taking into account that portion of the Multi-Draw Term Loan Commitment Amount attributable to such Defaulting Lender). Such commitment fees are non-refundable and shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Multi-Draw Term Loan Commitment Termination Date.
SECTION 3.5Letter of Credit Fees. From the Effective Date, the Borrower shall pay the Administrative Agent for the account of all Revolving Lenders that are not Defaulting Lenders with respect to which any Issuing Lender has exercised the right to require Cash Collateralization pursuant to Section 4.13 from the Borrower or such Defaulting Lender (based upon their respective Percentages) a fee for each Letter of Credit from the date of issuance to the date of termination in an amount equal to the Applicable Margin for Revolving Loans at LIBOR per annum multiplied by the face amount of such Letter of Credit, calculated for the actual number of days elapsed. Such fee shall be payable to Administrative Agent for the benefit of all Lenders committed to make Revolving Loans (based upon their respective Percentages). Such fee is to be paid quarterly in arrears on the Quarterly Payment Date and the termination of the Letter of Credit. With respect to each Letter of Credit, Borrower shall also pay Administrative Agent, for the benefit of the Issuing Lender issuing such Letter of Credit, an issuance fee equal to the greater of (a) $1,000, or (b) 0.125% of the face amount of such Letter of Credit, which amount shall be paid upon the date of issuance and, if the expiration date of such Letter of Credit is later than one (1) calendar year from its date of issuance, upon each anniversary of the date of issuance during the term of such Letter of Credit, as well as such Issuing Lender’s then in effect customary administrative fees and administrative expenses payable with respect to such Letter of Credit as such Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), renewal, extension, assignment or transfer (if any), negotiation or administration of such Letter of Credit.
SECTION 3.6Extension of Stated Maturity Date
SECTION 3.6.1Requests for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender to any credit facility or credit facilities, as the Borrower shall specify in its notice to the Administrative Agent, extend such Lender’s Stated Maturity Date then in effect hereunder with respect to such credit facility or credit facilities (the “Existing Stated Maturity Date”) for a period of time from the Existing Stated Maturity Date, as the Borrower shall specify in its notice to the Administrative Agent.
SECTION 3.6.2Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given no later than the date (the “Notice Date”) that is 30 days after the date of the Borrower’s notice to the Administrative Agent (or, if such date is not a Business Day, on the next preceding Business Day), advise the Administrative Agent whether or not such Lender agrees to such extension or extensions (and each Lender that determines not to so extend



its Stated Maturity Date with respect to any such credit facility (a “Non‑Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non‑Extending Lender. The election of any Lender to agree to such extension or extensions shall not obligate any other Lender to so agree.
SECTION 3.6.3Notification by Administrative Agent. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 3.6 with respect to each specified credit facility no later than the date 45 days after the date of the Borrower’s notice to the Administrative Agent (or, if such date is not a Business Day, on the next preceding Business Day).
SECTION 3.6.4Additional Commitment Lenders. The Borrower shall have the right to replace each Non‑Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent and, if such specified credit facility is the Revolving Loan credit facility, the Issuing Lender and Swingline Lender (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption or similar agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the extension of the Existing Stated Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) with respect to such specified credit facility.
SECTION 3.6.5Extension Requirement. If (and only if) the total of the Commitments (in the case of the Revolving Loan credit facility and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility) plus the then outstanding principal amount of the Loans (in the case of the Term Loan credit facility and, on and after the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility and any Incremental Term Loan Facility) of the Lenders that have agreed so to extend their Existing Stated Maturity Date and the additional Commitments of the Additional Commitment Lenders equal the aggregate amount of the Commitments (in the case of the Revolving Loan credit facility and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility) and the then outstanding principal amount of the Loans (in the case of Term Loan credit facility, and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility and any Incremental Term Loan Facility) in effect immediately prior to the extension of the Existing Stated Maturity Date, then, effective as of the extension of the Existing Stated Maturity Date, the Existing Stated Maturity Date of each extending Lender and of each Additional Commitment Lender shall be extended by the period of time specified in the Borrower’s notice to the Administrative Agent after the Existing Stated Maturity Date (except that, if such date is not a Business Day, such Existing Stated Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
SECTION 3.6.6Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Existing Stated Maturity Date pursuant to this Section 3.6 shall not be effective with respect to any Lender unless:
a.no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
b.the representations and warranties contained in this Agreement are true and correct on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);



c.with respect to any request for an extension of the Existing Stated Maturity Date of the Revolving Loan credit facility, the Issuing Lender and the Swingline Lender shall have consented to such extension of the Revolving Loan Commitments, to the extent that such extension of the Revolving Loan Commitments provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period;
d.on or before the extension of the Existing Stated Maturity Date, (1) the Borrower shall have replaced each Non-Extending Lender as provided in Section 3.6.4 and (2) the Borrower shall have paid in full any amounts owing to such Non-Extending Lender hereunder after giving effect to such replacement; and
e.the terms of such extended Commitments and extended Loans shall comply with Section 3.6.7.
SECTION 3.6.7Terms. The terms of each extension of the Existing Stated Maturity Date of each credit facility or credit facilities shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (a) the final maturity date of any extended Commitments or extended Loans shall be no earlier than the Existing Stated Maturity Date with respect to such credit facility, and (b) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Commitment and extended Loans shall be determined by the Borrower and the applicable extending Lenders, and (iii) the terms of the extended Commitments or extended Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (a) through (b) above).
SECTION 3.6.8Extension Amendment. In connection with any extension of the Existing Stated Maturity Date of any credit facility or credit facilities, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the extension of the Existing Stated Maturity Date of any credit facility or credit facilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each extension of the Existing Stated Maturity Date of any credit facility or credit facilities. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such extension of the Existing Stated Maturity Date of any credit facility or credit facilities on terms consistent with this Section 3.6.

ARTICLE IV
YIELD PROTECTION, TAXES AND RELATED PROVISIONS

SECTION 4.1Eurodollar Rate Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that any Change in Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to accrue interest on the Loans at LIBOR, the obligations of the Lenders to continue to accrue interest on the Loans at LIBOR shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all Loans shall automatically, at the end of the then current Interest Period, continue to accrue interest at the Base Rate.
SECTION 4.2Inability to Determine Rates. If the Administrative Agent shall have determined or been instructed by the Required Lenders that adequate means do not exist for adequately and fairly determining the cost to the Lenders of making or maintaining Loans that accrue interest at LIBOR or calculating the same then, upon notice from the Administrative Agent to the Borrower and the Lenders,



the obligations of all the Lenders to make or continue any Loans that accrue interest at LIBOR shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. Until such time as the Administrative Agent rescinds such notice the Loans shall accrue interest at the Base Rate.
SECTION 4.3Capital Adequacy and Other Adjustments.
(a)Increased Costs, Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or any Issuing Lender;
(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan made by any Lender or any Letter of Credit participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or other Recipient, Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
(b)Capital Requirements. If any Lender or Issuing Lender determines that any Change in Law affecting such Lender of Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered.
(c)Certificates of Reimbursement. A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and delivered to Borrower (with a copy to the Administrative Agent), shall be conclusive absent manifest error. Borrower shall pay such Lender or Issuing Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender or Issuing Lender



pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
SECTION 4.4Funding Losses. In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender) as a result of any Loan not being made in accordance with a Borrowing Request, the Interest Period of any Loan not being continued in accordance with the Continuation/Conversion Notice therefor or any repayment or prepayment of the principal amount of any Loans on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1, Section 4.1, Section 4.2, Article VIII or any assignment pursuant to Section 4.5 or otherwise then, upon the notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall promptly (and, in any event, within three (3) Business Days of receipt of such notice) pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. For the purpose of calculating amounts payable to a Lender under this Section, each Lender shall be deemed to have actually funded its relevant Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that Loan and having a maturity comparable to the relevant Interest Period; provided, that each Lender may fund each of its Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section.
SECTION 4.5Mitigation Obligations; Replacement of Lender.
(a)Designation of Different Lending Office. If any Lender requests compensation under Section 4.3, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6, then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.3 or Section 4.6, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)Replacement of Lenders. If any Lender requests compensation under Section 4.3, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.11), all of its interests, rights (other than its existing rights to payments pursuant to the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i)Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.11;



(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit Liabilities, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 11.3, Section 4.4 and Section 3.1) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(iii)in the case of any such assignment resulting from a claim for compensation under Section 4.3 or payments required to be made pursuant to Section 4.6, such assignment will result in a reduction in such compensation or payments thereafter;
(iv)such assignment does not conflict with the Laws; and
(v)in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
Other than with respect to a Non-Extending Lender who qualifies as a Non-Consenting Lender under clause (b) of the definition of such term, a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
SECTION 4.6Taxes.
(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by the Laws. If any Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with the Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with the Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.11(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and



any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d).
(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 4.6, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(f)Status of Lenders.
(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Administrative Agent, at the time or times prescribed by the Laws or reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by the Laws or reasonably requested by Borrower or Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.6 (f)(ii)(A), (ii)(B), (ii)(C) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,
(A)any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following is applicable:
(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS



Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)executed originals of IRS Form W-8ECI;
(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 4.6 (A) to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or
(4)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.6 (B) or Exhibit 4.6 (C), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.6 (D) on behalf of each such direct and indirect partner;
(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed originals of any other form prescribed by the Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by the Laws to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by the Laws and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by the Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.



Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so.
(g)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.6 (including by the payment of additional amounts pursuant to this Section 4.6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(h)Survival. Each party’s obligations under this Section 4.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
(i)Significant Modification Regulations. For purposes of determining withholding Taxes under FATCA, from and after the Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 4.7Payments, Interest Calculations, etc.
(a)Unless otherwise expressly provided, all payments by the Borrower pursuant to or in respect of this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment; provided, however, in the case of any Revolving Lender being a Defaulting Lender due to failure to fund, the Administrative Agent shall be entitled to set off the funding shortfall against such Defaulting Lender’s respective share of all payments received from the Borrower. All such payments required to be made to the Administrative Agent shall be made without setoff, deduction or counterclaim, not later than 11:00 a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day and any applicable interest shall continue to accrue thereon. The Administrative Agent shall promptly remit (and, in any event, on the same Business Day as received by the Administrative Agent is so received on or prior to 11:00 a.m. (New York City time)) in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender.
(b)All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or



fee is payable over a year comprised of 360 days. If a Loan is repaid on the same day it is made one day’s interest shall be charged. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (b) of the definition of the term “Interest Period”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.
(c)The Administrative Agent is authorized to charge any account maintained by any of the Loan Parties with it for any Obligations owing to it or any of the Lender Parties.
SECTION 4.8Sharing of Payments.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein (other than pursuant to Section 4.5(b)), then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:
(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this clause shall not be construed to apply to (A) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Liabilities to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this clause shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under the Laws, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.
SECTION 4.9Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by the Laws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the



Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or its respective Affiliates may have. Each Lender and Issuing Lender agrees to notify Borrower and Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.







SECTION 4.10Use of Proceeds.

(a)    Term Loan. The proceeds of the Term Loans shall be used solely to refinance a portion of the outstanding balance of the Multi-Draw Term Loans under the Existing Credit Agreement concurrent with the effectiveness of this Agreement.
(b)    Revolving Loans. The proceeds of any Revolving Loans (including the proceeds of any Revolver Increase) shall be used (a) for general working capital, (b) to support Letters of Credit, (c) to fund cash earnest money deposits made by any Loan Party other than CatchMark Timber in connection with the acquisition of any additional Domestic Real Property in an amount that together with any other Credit Support provided with respect to such acquisition does not exceed the Permitted Escrow Amount with respect to such acquisition, (d) to fund the acquisition by any Subsidiary Guarantor of additional Domestic Real Property or to pay the actual and reasonably estimated costs and expenses related thereto in an amount not to exceed $5,000,000 in the aggregate at any one time (collectively, the “Revolver Real Property Acquisition Loans”), and (e) for other general corporate purposes.
(c)    Multi-Draw Term Loan. The proceeds of any Multi-Draw Term Loans (including the proceeds of any Multi-Draw Term Loan Increase) shall be used solely to: (a) to refinance the remaining portion of the outstanding balance of the Multi-Draw Term Loans under the Existing Credit Agreement concurrent with the effectiveness of this Agreement, to pay fees and costs incurred in connection with this Agreement and, to the extent acceptable to the Administrative Agent in its reasonable discretion, to pay other fees and costs incurred prior to the Effective Date in connection with the Existing Credit Agreement or borrowings or transactions contemplated therein; (b) finance acquisitions by any Subsidiary Guarantor of additional Domestic Real Property (along with actual and reasonably estimated costs and expenses related thereto); (c) refinance Revolver Real Property Acquisition Loans; (d) reimburse any Subsidiary Guarantor for any acquisition (an “Equity Funded Acquisition”) of additional Domestic Real Property (along with actual and reasonably estimated costs and expenses related thereto) originally financed after the Effective Date by such Subsidiary Guarantor with an investment made by CatchMark Timber, the Borrower and such other direct or indirect parents of such Subsidiary Guarantor of the proceeds of an equity issuance by CatchMark Timber; (e) reimburse or to finance a distribution by the Borrower to CatchMark Timber used or to be used by CatchMark Timber for the sole purpose of repurchasing up to $30,000,000 in the aggregate of the Equity Interests of CatchMark Timber during the term of this Agreement (the “Multi-Draw Term Loan Financed Repurchase”); and (f) to finance any acquisition [**] pursuant to clause (vii) of Section 7.2.5(a) [**].
(d)    Incremental Term Loan. The proceeds of any Incremental Term Loans shall be used solely to (a) finance acquisitions by any Subsidiary Guarantor of additional Domestic Real Property (along with actual and reasonably estimated costs and expenses related thereto); (b) to refinance Revolver Real Property Acquisition Loans, (c) to reimburse any Subsidiary Guarantor for any Equity Funded Acquisition.
(e)     All Loans. With respect to all Loans and Letters of Credit, the Loan Parties will use the Borrowings and the proceeds thereof only in accordance with Sections 6.9, 6.17 and 6.23 and as permitted by applicable Law.



**Certain material has been omitted from this portion of the document pursuant to a request for confidential treatment. All omitted material has been filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.




SECTION 4.11Payment Reliance.
(a)Unless the Administrative Agent shall have been notified by a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date in accordance with Section 2.1.3 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Percentage of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its Percentage of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to this Administrative Agent. Nothing in this Section or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligations to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
(b)Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
SECTION 4.12Defaulting Lenders.
(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by the Laws:
(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.1.
(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 4.8 or Section 4.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender




in accordance with Section 4.13; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Borrower, to be held in a InvestLine Account or deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 4.13; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Lenders or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (X) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (Y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of or Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable credit facility without giving effect to Section 4.12(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)Certain Fees.
(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive the fees provided in Section 3.5 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 4.13.
(C)    With respect to any Commitment Fee or fees provided in Section 3.5 not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.




(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 5.3 are satisfied at the time of such relocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate Revolving Loans and participations in Letter of Credit Liabilities and Swingline Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Loan Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Law, (A) first, prepay the Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (B) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 4.13.
(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that such Lender will, to the extent applicable, purchase at par (together with any break funding costs the Non-Defaulting Lender may have as a result of such purchase) that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable credit facilities (without giving effect to Section 4.12(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c)Reduction of Commitments of Defaulting Lender. Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than fifteen (15) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 4.12(a)(ii) will apply to all amounts thereafter paid by Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.
(d)New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.
SECTION 4.13Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent, the Swingline Lender or any Issuing Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the




Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 4.12(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(a)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lenders as herein provided (other than Liens permitted pursuant to Section 7.2.3), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).
(b)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.13 or Section 4.12 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(c)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 4.13 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Lender that there exists excess Cash Collateral; provided that, subject to Section 4.12, the Person providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.
SECTION 4.14Letter of Credit Liability.
(a)Upon the occurrence and during the continuance of an Event of Default and at the direction of the Administrative Agent, or in the event any Letters of Credit are outstanding on the Revolving Loan Commitment Termination Date, then (i) with respect to all outstanding Letters of Credit, the Borrower shall either (A) deliver to the Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment a letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of each such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Liability with respect to each such Letter of Credit, which letter of credit shall be drawable by the Administrative Agent to reimburse payments of drafts drawn under each such Letter of Credit and to pay any fees and expenses related thereto or (B) immediately deposit with the Administrative Agent an amount equal to the aggregate outstanding Letter of Credit Liability to enable the Administrative Agent to make payments under all of the outstanding Letters of Credit when required and such amount shall become immediately due and payable, and (ii) the Borrower shall prepay the fees payable under Section 3.5 with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower.
(b)(i) In the event the Aggregate Letter of Credit Usage exceeds the Letter of Credit Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit to eliminate such excess, (ii) in the event that a mandatory or voluntary




prepayment is applied pursuant to Section 3.1.3 to reduce the Aggregate Letter of Credit Usage, the Borrower shall reduce the Aggregate Letter of Credit Usage by the amount of such prepayment, or (iii) prior to the Revolving Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit, by either (A) delivering to the Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment a letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Liability with respect to such Letter of Credit, which letter of credit shall be drawable by the Administrative Agent to reimburse payments of drafts drawn under such Letter of Credit and to pay any fees and expenses related thereto or (B) depositing with the Administrative Agent an amount equal to the Letter of Credit Liability for such Letter of Credit to enable the Administrative Agent to make payments under such Letter of Credit when required and such amount shall become immediately due and payable. In each case, the Borrower shall also prepay the fees payable under Section 3.5 with respect to such Letters of Credit for the full remaining term of such Letter of Credit. Upon termination of such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower.
ARTICLE V
CONDITIONS PRECEDENT TO LOANS

SECTION 5.1Conditions to Effectiveness. The effectiveness of this Agreement shall be subject to the fulfillment of each of the conditions precedent set forth in this Section 5.1 to the satisfaction of each Lender and the Issuing Lender on or prior to the Effective Date.
SECTION 5.1.1Agreement. The Administrative Agent shall have received this Agreement duly executed by each Lender, the Administrative Agent, the Issuing Lender, the Swingline Lender and an Authorized Officer of each of the Loan Parties.
SECTION 5.1.2Resolutions, Good Standing, etc.
Each Lender shall have received from each Loan Party a certificate, dated the Effective Date, of its Secretary, Assistant Secretary or Manager as to:
(a)resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;
(b)each Organizational Document of each such Loan Party; and
(c)the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of each such Loan Party that is authorized to act with respect to each Loan Document executed by it; upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary or Manager of the relevant Loan Party canceling or amending such prior certificate. The Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where the Collateral is located and each other jurisdiction where each Loan Party is organized and is authorized (or should be authorized under the Laws) to conduct business.
SECTION 5.1.3Delivery of Notes. To the extent requested, each Lender shall have received its Note in an amount equal to such Lender’s Term Loans, such Lender’s Revolving Loan Commitment Amount, such Lender’s Multi-Draw Term Loan Commitment Amount and such Swingline Lender’s Swingline Commitment, dated the Effective Date, duly completed as herein provided and duly executed and delivered by an Authorized Officer of the Borrower.
SECTION 5.1.4Required Consents and Approvals. All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated




hereby from (a) all relevant Governmental Authorities and (b) any other Person whose consent or approval is necessary or any Lender deems appropriate to effect such transactions.
SECTION 5.1.5Opinion of Counsel. The Administrative Agent shall have received legal opinions, dated the Effective Date and addressed to the Administrative Agent and all the Lenders, from New York, each state where any of the Timberlands are located, and each state of formation for any Loan Party, legal counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent.
SECTION 5.1.6Evidence of Insurance. The Administrative Agent shall have received evidence of the insurance coverage required to be maintained pursuant to Section 7.1.4, which insurance shall have been reviewed by one or more of the Administrative Agent’s risk managers and be satisfactory to the same. All such insurance shall be subject to satisfactory endorsements in favor of the Administrative Agent.
SECTION 5.1.7Reserved.
SECTION 5.1.8Pledged Property.

The Administrative Agent shall have received:
(a)the Pledge Agreement duly executed by an Authorized Officer of the Borrower and the Subsidiary Guarantors, pursuant to which each of those entities shall pledge all of the Equity Interests in each of their respective Subsidiaries;
(b)original certificates evidencing all of the issued and outstanding shares of capital stock and other Equity Interests required to be pledged pursuant to the terms of the Pledge Agreement, which certificates shall be accompanied by undated stock and other powers duly executed in blank by each relevant pledgor.
SECTION 5.1.9U.C.C. Search Results.
The Administrative Agent shall have received U.C.C. search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the Effective Date, listing all effective U.C.C. financing statements which name the Borrower or any other Loan Party as the debtor, and which are filed in each jurisdiction in which U.C.C. filings are to be made pursuant to this Agreement or the other Loan Documents and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements.
SECTION 5.1.10Security Agreements, Filings, etc.
(a)The Administrative Agent shall have received the CatchMark Timber Security Agreement duly executed by an Authorized Officer of CatchMark Timber and the Security Agreement duly executed by an Authorized Officer of the Borrower and each Subsidiary Guarantor, together with:
(i)confirmation that all necessary U.C.C. financing statements naming each such Person as the debtor and the Administrative Agent as the secured party have been properly filed under the U.C.C. of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent in the Collateral subject thereto; and
(ii)evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and United States Copyright Office to the extent relevant in order to perfect the first priority security interest of the Administrative Agent therein; and
(iii)evidence of completion of all other actions, reasonably requested by the Administrative Agent, in order to perfect its first priority security interest in the Collateral the subject thereof.




SECTION 5.1.11Solvency Certificate. The Administrative Agent shall have received each Solvency Certificate, dated as of the Effective Date.
SECTION 5.1.12Closing Date Certificate. The Administrative Agent shall have received a Closing Date Certificate in substantially the form of Exhibit D attached hereto, duly executed by a Financial Officer of the Borrower and dated the Effective Date. All documents and agreements appended to such Closing Date Certificate shall be in form and substance satisfactory to the Administrative Agent and the Lenders.
SECTION 5.1.13Flood Laws. The Administrative Agent shall have received evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent or any Lender to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral.
SECTION 5.1.14Material Government Approvals. The Borrower shall have delivered to the Administrative Agent a certificate signed by a Financial Officer of the Borrower and dated the Effective Date, certifying true and copies of all the approvals, if any, of Governmental Authorities set forth on Item 6.19(b) (“Material Governmental Approvals”) of the Disclosure Schedule.
SECTION 5.1.15Collateral Assignment of Material Agreements; Reaffirmation of Collateral Assignment of Material Agreement.
The Administrative Agent shall have received with respect to each Timberland Operating Agreement and each Supply Agreement a duly executed Collateral Assignment of Material Agreement or a duly executed Reaffirmation of Collateral Assignment of Material Agreement, as applicable.
SECTION 5.1.16Mortgages, etc.
(a)With respect to the Real Property (other than the Unsecured Real Property), the Administrative Agent shall have received all of the following:
(i)counterparts of the Mortgage and Mortgage Amendments, each dated as of December 23, 2014, and duly executed by the applicable Subsidiary Guarantors, as applicable;
(ii)an endorsement to the existing mortgagee’s title insurance policies in Florida. Such endorsement shall (A) be in an amount satisfactory to the Administrative Agent; (B) be in form and substance satisfactory to the Administrative Agent; (C) be issued at ordinary rates; (D) extend the effective date of each such policy to the date of the applicable Mortgage Amendments, (E) confirm no change in the first priority Lien and security interest in favor of the Administrative Agent for the benefit of the Lender Parties, except for changes acceptable to the Administrative Agent; and (F) be issued directly by a title insurance company reasonably acceptable to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such endorsement, all charges for mortgage recording and similar taxes, and all related expenses, if any, have been paid;
(iii)a mortgagee’s title insurance policy or marked up unconditional commitment for such insurance in Georgia, Alabama, Texas and Louisiana. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that each Mortgage and Mortgage Amendment insured thereby creates a valid first priority Lien and security interest in the Real Property in such states free and clear of all Liens, except for such Liens as are acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of itself and the other Lender Parties, as the insured thereunder; (E) be in the form of ALTA Loan Policy - 2006 Form B (or equivalent policies), if available; (F) contain such endorsements and affirmative coverage as the Administrative Agent may require, including without limitation (to the extent applicable with respect to the Real Property in such states and available in the jurisdiction in which such Real Property is located), the following: variable rate endorsement; survey same as map endorsement; comprehensive endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; usury; doing business; subdivision; environmental protection lien;




CLTA 119.2; and such other endorsements as the Administrative Agent shall require, including endorsements  in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Real Property and (G) be issued directly by a title insurance company acceptable to the Administrative Agent and with such co-insurance and reinsurance as may be required by the Administrative Agent;
(iv)a copy of (x) all documents referred to, or listed as exceptions to title in, the title endorsements and policies referred to in clauses (ii) and (iii) above and (y) all other material documents affecting the Real Property, including all building, construction, environmental and other permits, licenses, franchises, approvals, consents, authorizations and other approvals required in connection with the construction, ownership, use, occupation or operation of the Real Property;
(v)confirmation that all necessary U.C.C. financing statements relating to the Real Property (other than the Unsecured Real Property) naming the applicable Landholder as the debtor and the Administrative Agent as the secured party have been properly filed in the same offices where the applicable Mortgage is filed;
(b)with respect to the Real Property, the Administrative Agent shall have received all of the following:
(i)appraisals for all Real Property, in each case, dated no more than 12 months prior to the Effective Date, from Sizemore and Sizemore, Inc.;
(ii)Harvest Plan dated December, 2014, covering all Real Property for the calendar year 2015; and
(iii)either a copy of each Timber Lease, certified as true and correct by a Financial Officer of the Borrower or evidence acceptable to the Administrative Agent that the copies of the Timber Leases delivered pursuant to the Existing Credit Agreement remain true and correct.
SECTION 5.1.17Timber Manager Subordination Agreement. The Administrative Agent shall have received a duly executed Timber Manager Subordination Agreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of December 23, 2014, together with a copy of each Timberland Operating Agreement and its corresponding Collateral Assignment of Material Agreement delivered to the Administrative Agent pursuant to Section 5.1.15.
SECTION 5.1.18Representations and Warranties True and Correct.
Both before and after giving effect to any Borrowing on the Effective Date (including the issuance of any Letter of Credit):
(a)all the representations and warranties set forth in Article VI shall be true and correct in all respects with the same effect as if then made, provided that (i) such representations and warranties that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) the inaccuracy of any of the representations and warranties set forth in Article VI shall, subject to the terms of Section 8.1.2, result in an Event of Default;
(b)no Default or Event of Default has occurred and is continuing or would result therefrom.
SECTION 5.1.19Environmental Matters. Each Lender shall have received satisfactory evidence that all environmental matters that were to be remediated prior to the Effective Date, if any, have been so remediated.

SECTION 5.1.20Financial Information, etc. The Administrative Agent shall have received on or before the Effective Date a certificate of a Financial Officer of CatchMark Timber attaching true and correct copies of (a) the annual audit report required by clause (b) of Section 7.1.1 for the Fiscal Year ended December 31, 2013, and (b) pro forma financial projections for CatchMark Timber and its




Subsidiaries for the 24-month period ending December 31, 2016, prepared on a quarterly basis for such period.
SECTION 5.1.21Account Control Agreements, etc. The Administrative Agent shall have received satisfactory evidence that (i) the Borrower and the Subsidiary Guarantors have directed that all amounts payable to them from their account debtors and other Persons shall be deposited in or credited to a Pledged Account, (ii) each of the Material Accounts of the Borrower and Subsidiary Guarantors is a Pledged Account, (iii) the CatchMark TRS Subsidiary Account has been established and is being maintained by CatchMark TRS Subsidiary, proper notice of the same has been provided to the parties to the Fiber Supply Agreement, and all amounts payable to CatchMark TRS Subsidiary under the Fiber Supply Agreement are being deposited in or credited to the CatchMark TRS Subsidiary Account, and (iv) the Revenue Account has been established and is being maintained by Timberlands II, proper notice of the same has been provided to the parties to the Master Stumpage Agreement, and all amounts payable to CatchMark TRS Subsidiary or Timberlands II under the Master Stumpage Agreement are being deposited in or credited to the Revenue Account.
SECTION 5.1.22Anti-Terrorism. The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act and any other Anti-Terrorism Law.
SECTION 5.1.23Satisfactory Due Diligence. Each Lender shall have completed, to its satisfaction, a due diligence analysis with respect to the business, assets, operations, condition (financial and otherwise) and prospects of the Loan Parties, including with respect to their ability to comply with the representations and warranties and covenants contained in the Loan Documents.
SECTION 5.1.24Initial Compliance Certificate. The Administrative Agent shall have (a) received an initial Compliance Certificate, duly executed by a Financial Officer of the Borrower, and dated as of December 23, 2014, showing a calculation of the Loan to Value Ratio and the Minimum Liquidity Balance and (b) confirmed to the Borrower that, in its reasonable and good faith determinations, that the calculations contained in the initial Compliance Certificate are satisfactory.
SECTION 5.1.25Satisfactory Legal Form. All documents executed or submitted pursuant hereto by or on behalf of any Loan Party shall be reasonably satisfactory in form and substance to each Lender and its legal counsel. In addition, the Administrative Agent shall have received all information, approvals, opinions, documents or instruments as its counsel may reasonably request.
SECTION 5.1.26Effective Date LIBOR Borrowing. To the extent that the Borrower requests the initial Loans under this Agreement to be made as LIBOR Loans, a funding indemnity letter indemnifying the Lenders for losses, costs and expenses of the types described in Section 4.4 to the extent that the Effective Date does not occur on the date the Borrower requests such Loans to be advanced.
SECTION 5.1.27Fees and Expenses. The Administrative Agent shall have received for its own account, and for the account of each Lender, all fees, costs and expenses due and payable pursuant to the Fee Letter and Section 11.3.
SECTION 5.1.28Repayment of Existing Indebtedness; Release and Termination of Existing Liens. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that (i) all Indebtedness of the Loan Parties has been fully paid, satisfied and discharged, other than Indebtedness permitted under Section 7.2.2, and (ii) all Liens in respect of any such Indebtedness have been or will be immediately released and terminated.
SECTION 5.1.29Farm Credit Equities. The Borrower shall have made the minimum equity investment in each Farm Credit Lender as required by Section 7.1.16.
SECTION 5.2Conditions to Multi-Draw Term Loans. The obligations of each Multi-Draw Term Loan Lender to make Multi-Draw Term Loans during the Multi-Draw Term Loan Availability Period




(and of each Incremental Term Loan Lender to make Incremental Term Loans) shall be subject to the fulfillment of each of the conditions precedent set forth in this Section 5.2 and in Section 5.3 to the satisfaction of the Administrative Agent:
SECTION 5.2.1Notice of Proposed Acquisition of Real Property. The Administrative Agent shall have received (a) not less than forty-five (45) days prior written notice (or such shorter period for notice as the Administrative Agent may agree to in its sole discretion) from the Borrower of the proposed acquisition of additional Real Property other than Unsecured Real Property that will be financed with such Multi-Draw Term Loans (or such Incremental Term Loans) or (b) not less than five (5) Business Days prior written notice (or such shorter period for notice as the Administrative Agent may agree to in its sole discretion) from the Borrower of the proposed acquisition of additional Real Property as Unsecured Real Property, the refinancing of the outstanding Revolver Real Property Acquisition Loans with proceeds of Multi-Draw Term Loans (or Incremental Term Loans) or the reimbursement of any Subsidiary Guarantor for any Equity Funded Acquisitions with proceeds of Multi-Draw Term Loans (or Incremental Term Loans).
SECTION 5.2.2Delivery of Real Property Documents.
(a)Other than in the case of an acquisition of additional Real Property as Unsecured Real Property, a refinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any Subsidiary Guarantor with respect to any Equity Funded Acquisition, the Administrative Agent shall have received:
(i)not less than thirty (30) days prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the acquisition of additional Real Property to be financed with the proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the substantially complete form of the Real Property Documents,
(ii)not less than two (2) Business Day prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the acquisition of additional Real Property to be financed with the proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the final form of the Real Property Documents, and
(iii)prior to such Borrowing copies or originals, as applicable, of the final, fully executed Real Property Documents.
(For the avoidance of doubt, as provided in the definition of “Real Property Documents,” the Administrative Agent may elect in its sole discretion to accept delivery of one or more of the Real Property Documents on a post-closing basis after such Multi-Draw Term Loan Borrowing (or such Incremental Term Loan Borrowing) and/or to waive delivery of one or more of the Real Property Documents.)
(b)In the case of an acquisition of additional Real Property as Unsecured Real Property, a refinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any Subsidiary Guarantor with respect to any Equity Funded Acquisition, the Administrative Agent shall have received the deliveries described in clause (a) above to the extent applicable within a reasonable period of time prior to such Borrowing.
SECTION 5.2.3Covenants; Compliance Certificate. The Loan Parties shall be in compliance after giving effect to any such Borrowing with all covenants set forth in the Loan Documents, including the financial covenants set forth in Section 7.2.4.
SECTION 5.2.4Security Interest in Additional Real Estate. The Borrower shall cause any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor to be subject to a first priority security interest in favor of the Administrative Agent in accordance with the terms of Section 7.1.9. The Loan Parties shall execute any and all further documents, financing statements, agreements and instruments and take all such further actions requested by the Administrative




Agent or the Lenders as may be required by Law or under this Agreement with respect to any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor.
SECTION 5.2.5Resolutions, Good Standing, etc.
(a)The Administrative Agent shall have received evidence that the certificates of the Loan Parties delivered pursuant to Section 5.1.2 or substantially similar certificates delivered pursuant to Section 7.1.9(d) or otherwise remain true, complete and correct or shall have received new certificates for each Loan Party consistent with Section 5.1.2 dated as of the date of such Borrowing;
(b)If requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated as of the date of such Borrowing, from the applicable Loan Parties as to the resolutions of such Loan Party’s Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of the Real Property Documents to be executed by it; and
(c)The Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where the additional Real Property is located.
SECTION 5.2.6Fees and Expenses. The Administrative Agent shall have received for its own account, and for the account of each Lender, all fees, costs and expenses due and payable pursuant to any other Loan Document including, without limitation, Section 11.3.
SECTION 5.2.7Anti-Corruption, Anti-Terrorism and Sanctions. At least five (5) Business Days prior to the Borrowing, the Lenders shall have received all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.
SECTION 5.3Conditions to all Loans and Letters of Credit. The obligation of each Lender to make any Loan and of each Issuing Lender to issue any Letters of Credit shall be subject to the prior or concurrent fulfillment of each of the conditions precedent set forth in this Section 5.3 to the satisfaction of the Administrative Agent:
SECTION 5.3.1Compliance with Warranties, No Default, etc.
Both before and after giving effect to any Borrowing (including the issuance of any Letter of Credit):
(a)the representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made; provided, that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard;
(b)no Default or Event of Default shall have then occurred and be continuing or would result therefrom.
SECTION 5.3.2Borrowing Request, etc. The Administrative Agent shall have received, as herein provided, a duly completed and executed Borrowing Request, or in, accordance with the provisions of Section 2.1.1(d)(iv), a notice requesting the issuance of a Letter of Credit. Each delivery of a Borrowing Request shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance of a Letter of Credit (both immediately before and after giving effect to such Borrowing or issuance of a Letter of Credit and the application of the proceeds thereof) the statements made in Section 5.3.1 are true and correct.
SECTION 5.3.3Compliance Certificate. In the event that a Borrowing Request is for in excess of $30,000,000, the Administrative Agent shall also have received a Compliance Certificate, duly completed and executed by a Financial Officer of the Borrower, and dated as of the date of such Borrowing, showing compliance with the financial covenants set forth in Section 7.2.4 after giving effect to such Borrowing and noting any change to the Applicable Margin as provided in the definition thereof.




SECTION 5.3.4Satisfactory Legal Form. All documents executed or submitted pursuant hereto by or on behalf of any Loan Party with respect to such Borrowing shall be reasonably satisfactory in form and substance to the Administrative Agent and its legal counsel. In addition, the Administrative Agent shall have received all information, approvals, opinions, documents or instruments as its counsel may reasonably request.
SECTION 5.4Determinations Under Article V. For purposes of determining compliance with the conditions specified in Section 5.1, each Lender shall be deemed to have consented to and approved each document or other matter required thereunder to be consented to or approved by each of them by their execution of this Agreement. For purposes of determining compliance with the conditions specified in Sections 5.2 and 5.3, each Lender shall be deemed to have consented to and approved each document or other matter required thereunder to be consented to or approved by each of them (if any) unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received a notice from such Lender prior to the making of any Borrowing specifying its objection thereto and such Lender shall not have made available to the Administrative Agent its ratable portion of the requested Borrowing.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and make the Borrowings, each of the Loan Parties hereby represent and warrant as of the Effective Date, the Amendment Effective Date and as of the date of each request for a Borrowing, and after giving effect to each Borrowing, to each Lender and the Administrative Agent as set forth in this Article. Notwithstanding the below, for purposes of this Article VI no Subsidiary of CatchMark Timber qualifying as an Unrestricted Timber Subsidiary shall be deemed to be a Subsidiary of any Loan Party, other than for the purposes of Sections 6.23 and 6.24.
SECTION 6.1Organization, etc. Each Loan Party and each Subsidiary of any Loan Party (a) (i) is a corporation, limited partnership or limited liability company validly organized and existing and in good standing under the Laws of the jurisdiction of its organization and (ii) is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the nature of its business requires such qualification; and (b) has full power and authority and holds all requisite permits, licenses, authorizations, approvals, entitlements, accreditations and privileges, from Governmental Authorities or otherwise, to (i) enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and (ii) own and hold under lease its property and to conduct its business in the ordinary course. No Loan Party or any Subsidiary of any Loan Party is in violation of its Organizational Documents.
SECTION 6.2Due Authorization, Non-Contravention, etc.
The execution, delivery and performance by any Loan Party or any Subsidiary of any Loan Party of this Agreement, each other Loan Document executed or to be executed by it, are within such Loan Party’s and each such Subsidiary’s corporate, partnership, limited partnership or limited liability company powers, have been duly authorized by all necessary corporate, partnership, limited partnership or limited liability company action, and do not:
(a)contravene or result in a default under any Loan Party’s or any such Subsidiary’s Organizational Documents;
(b)contravene any Law binding on any Loan Party or any Subsidiary of any Loan Party;
(c)violate, conflict with, result in a breach of, or constitute (along or with notice or lapse of time or both) a default of event of default under, or give rise to any right to accelerate or to require the




prepayment, repurchase or redemption of any obligation under, any agreement, document or other instrument to which it is a party;
(d)violate, conflict with, result in a breach of, or result in the impairment, forfeiture or non-renewal of, any material permit, license, authorization, approval, entitlement, accreditation or privilege of any Governmental Authority; or
(e)result in, or require the creation or imposition of, any Lien on any Loan Party’s or any such Subsidiary’s properties.
SECTION 6.3Required Approvals
. Except as duly obtained and in full force and effect prior to the Amendment Effective Date, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for:
(a)the due execution, delivery or performance by any Loan Party or any Subsidiary of any Loan Party of this Agreement or any other Loan Document to which it is a party;
(b)the grant by any Loan Party or any Subsidiary of any Loan Party of the security interests, pledges and Liens granted by the Loan Documents; or
(c)the perfection of or the exercise by the Administrative Agent of its rights and remedies under this Agreement or any other Loan Document.
SECTION 6.4Validity, etc. This Agreement constitutes, and each other Loan Document executed by any Loan Party or any Subsidiary of any Loan Party will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of such Loan Party or such Subsidiary enforceable in accordance with their respective terms, subject in each case to the effect of any Debtor Relief Laws or other similar Laws affecting creditors’ rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at Law). Each of the Loan Documents which purports to create a security interest in favor of the Administrative Agent (on behalf of the Lender Parties) creates a valid first priority security interest in the Collateral (subject, in the case of non-possessory security interests only, to Liens permitted by Section 7.2.3) securing the payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Upon the filing of U.C.C. financing statements, Mortgages and Mortgage Amendments in the proper filing offices, the Liens granted to the Administrative Agent pursuant to the Security Agreement, the CatchMark Timber Security Agreement, the Pledge Agreement and the Mortgages shall constitute a valid first priority perfected security interest in Collateral covered thereby in compliance with all the Laws. Mortgages and U.C.C. financing statements have been filed and recorded in the proper filing office for all Real Property (other than Unsecured Real Property).
SECTION 6.5No Material Liabilities. No Loan Party and no Subsidiary of any Loan Party has any Indebtedness other than the Indebtedness permitted by Section 7.2.2.
SECTION 6.6No Material Adverse Change, etc.
(a)Since December 31, 2013, there has been no material adverse change in its condition (financial or otherwise), operations, assets, business, properties or prospects, taken as a whole.
(b)No Loan Party nor any Subsidiary of any Loan Party has been involved in any bankruptcy or similar proceeding, and has never entered into an agreement or received the benefit of any settlement or compromise of Indebtedness.
SECTION 6.7Litigation, Labor Matters, etc
.




(a)There are (i) no outstanding judgments against any Loan Party or any Subsidiary of any Loan Party and (ii) no pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, threatened, litigation, action, proceeding or labor controversy affecting any Loan Party or any Subsidiary of any Loan Party or any of its respective properties, businesses, assets or revenues.
(b)To the extent any Loan Party or any Subsidiary of any Loan Party has employees, the hours worked by and payments made to employees of each Loan Party and each Subsidiary of any Loan Party have not been in violation of the Fair Labor Standards Act or any other Laws dealing with such matters. Item 6.7(b) (“Labor Matters”) of the Disclosure Schedule sets forth, as of the Amendment Effective Date, all collective bargaining agreements, management agreements, consulting agreements and employment agreements to which any Loan Party or any Subsidiary of any Loan Party is a party. There are no strikes, slowdowns, labor disputes, work stoppages or controversies pending, or to the knowledge of any Loan Party or any Subsidiary of any Loan Party threatened, between any Loan Party or any Subsidiary of any Loan Party, on the one hand, and its employees, on the other hand, other than employee grievances arising in the ordinary course of business.
SECTION 6.8Capitalization. As of the Amendment Effective Date, the authorized Equity Interests in the Loan Parties, the Subsidiaries of any Loan Party and all other Persons in which any Loan Party or Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries) is set forth in Item 6.8 (“Initial Capitalization”) of the Disclosure Schedule. Except as set forth in such Disclosure Schedule, as of the Amendment Effective Date there are no (a) outstanding rights to purchase, options, warrants or similar rights pursuant to which any Loan Party, any Subsidiary of any Loan Party or any other Persons in which any Loan Party or any Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries) may be required to issue, sell, repurchase or redeem any of its Equity Interests or (b) voting rights agreements. The Equity Interests so specified in Item 6.8 (“Initial Capitalization”) of the Disclosure Schedule are fully paid and non-assessable and are owned by the applicable Person, directly or indirectly, free and clear of all Liens (other than Liens in favor of the Administrative Agent pursuant to the Loan Documents). From and after December 23, 2014, no Loan Party or any Subsidiary of any Loan Party will establish or acquire any additional Equity Interests in any Person except as permitted by Section 7.2.5.
SECTION 6.9Compliance with Laws, etc. Each Loan Party and each Subsidiary of any Loan Party is in compliance in all material respects with all Laws applicable to each of them or their properties. No Borrowing or use of any proceeds thereof contravenes any Law applicable to any Loan Party, any Subsidiary of any Loan Party or any Lender.
SECTION 6.10Properties, Permits, etc.
(a)Each Loan Party and each Subsidiary of any Loan Party has, and is in material compliance with, all material permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of Governmental Authorities or otherwise that are required for such Person to lawfully own, lease, manage or operate the Real Property. Except as disclosed in Item 6.10(a) (“Property Matters”) of the Disclosure Schedule, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement, accreditation or privilege, and there is no claim that any of the foregoing is not in full force and effect.
(b)Each Loan Party and each Subsidiary of any Loan Party, as applicable, has (i) good, valid and marketable fee title to all of the Land and (ii) good, valid, and marketable title to the Leasehold Interests, in each case free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except Liens permitted by Section 7.2.3. All Real Property of any Loan Party or any Subsidiary of any Loan Party is Domestic.




(c)All permits, licenses, authorizations, approvals, entitlements, accreditations and privileges required to have been issued to any Loan Party or any Subsidiary of any Loan Party with respect to the Real Property in order to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used or is installed intended to be occupied and used have been lawfully issued and are in full force and effect, other than such permits which, if not obtained, would not have a Material Adverse Effect on the intended use or operation of the Real Property. Except as disclosed in Item 6.10(c) (“Consents and Approvals”) of the Disclosure Schedule, all the Real Property complies in all material respects with all Laws and no consent or approval of any landlord or other third party in connection with any Leasehold Interest or other leased property in excess of the Material Threshold in the aggregate is necessary for any Loan Party or any Subsidiary of any Loan Party to enter into and execute the Loan Documents or grant any Liens thereunder.
(d)Except as disclosed in Item 6.10(d) (“Timber Operations”) of the Disclosure Schedule, no Person other the Landholders has any right to conduct timbering operations in excess of the Material Threshold individually or $10,000,000 in the aggregate on the Real Property or any right, title or interest in and to any Timber in excess of the Material Threshold individually or $10,000,000 in the aggregate located thereon, except for Liens permitted by Section 7.2.3.
(e)Except as disclosed in Item 6.10(e) (“Condemnation Proceedings”) of the Disclosure Schedule, there is no pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, contemplated condemnation or eminent domain proceeding affecting any of the Real Property in excess of the Material Threshold in the aggregate.
(f)Except as may be disclosed in the title insurance policies or endorsements delivered pursuant to Section 5.1 or Section 5.2 or Section 7.1.9, there are no unresolved claims or disputes relating to access to any portion of the Real Property that could reasonably be expected to have a Material Adverse Effect on the intended use of such Real Property by any Landholder or any other Loan Party or any Subsidiary of any Loan Party.
(g)The representations and warranties contained in the Security Agreement, the CatchMark Timber Security Agreement, the Pledge Agreement, each Mortgage and each other Loan Document with respect to the Collateral are true and correct.
SECTION 6.11Taxes, etc.
(a)Each Loan Party and each Subsidiary of any Loan Party has (i) timely filed all tax returns and reports required by Law to have been filed by it, which tax returns and reports are correct and complete in all material respects, and (ii) paid all income Taxes and other Taxes of Governmental Authorities thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the non-payment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books.
(b)No Loan Party or any Subsidiary of any Loan Party is a party to any tax sharing agreement.
(c)Each Loan Party and each Subsidiary of any Loan Party has made adequate provision to establish reserves for liabilities for all Taxes as are or may become payable for the period prior to or after December 23, 2014. No Loan Party or any Subsidiary of any Loan Party has knowledge of any proposed additional material tax assessment against it or its properties.
SECTION 6.12ERISA.
(a)No Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliates thereof sponsor, maintain or contribute to, are required to sponsor, maintain or contribute to, or otherwise have any liability with respect to any Pension Plan or Multiemployer Plan.
(b)Each Plan has been maintained, operated and funded in compliance with its terms and with all applicable provisions and requirements of the Code, ERISA, and other applicable federal or state




laws, except where failure to so maintain, operate or fund could reasonably be expected to have a Material Adverse Effect. No Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliates thereof have incurred any liability pursuant to Title I or Title IV of ERISA or the penalty or excise taxes of the Code relating to employee benefit plans (as defined in Section 3(3) of ERISA), and no event, transaction, or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliates thereof, in either case pursuant to Title I or Title IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code.
(c)Except to the extent required under Section 4980B of the Code or comparable state law, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliates thereof.
(d)Each Plan that is a welfare benefit plan (as defined in Section 3(1) of ERISA) can be terminated at any time without liability for the continuation of such benefits.
(e)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is a prohibited transaction within the meaning of Section 406 of ERISA or in connection with which a tax under Section 4975 of the Code could be imposed.
(f)There is no pending, or to the knowledge of any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliates thereof, threatened claim, action, or lawsuit by any federal or state governmental authority, including, without limitation, the United States Internal Revenue Service, Department of Labor, or Pension Benefit Guaranty Corporation with respect to any Plan. No ERISA Event has occurred during the six years immediately preceding the date of this representation or is reasonably expected to occur.
SECTION 6.13Environmental Warranties.
(a)The Real Property has been and is owned, operated or leased by each Loan Party and each Subsidiary of any Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(b)There have been no past (to the knowledge of any Loan Party or any Subsidiary of any Loan Party), and there are no pending or threatened claims, complaints, written notices or requests for information received by any Loan Party or any Subsidiary of any Loan Party with respect to any alleged violation of any Environmental Law that, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount, or alleges criminal misconduct or injunctive relief.
(c)There have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, has, or could reasonably be expected to result in having, a liability exceeding a Material Environmental Amount.
(d)Each Loan Party and each Subsidiary of any Loan Party has been issued, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(e)No property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party is listed or (to the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up.




(f)Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, there are no above ground or underground storage tanks, active or abandoned, that are not actively maintained in compliance with federal and state regulations or that have been identified as or are otherwise associated with a recognized environmental condition, whether controlled, historical or otherwise, on or under the Real Property.
(g)None of the Loan Parties, the Subsidiaries of any Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material which may lead to claims against any Loan Party or any Subsidiary of any Loan Party for any remedial work, damage to natural resources or personal injury (including claims under CERCLA) which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(h)There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the Real Property that, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(i)No conditions exist at, on or under any property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(j)Except as set forth in Item 6.13(j) (“Endangered Species Act; Critical Habitat”) of the Disclosure Schedule, there are no areas of the Real Property with respect to which any Loan Party or any Subsidiary of any Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.
SECTION 6.14Accuracy of Information.
(a)All information furnished from time to time (whether prior to or after December 23, 2014) by or on behalf of any Loan Party, any Subsidiary of any Loan Party or any of their Related Parties in writing to the Administrative Agent or any Lender in connection with this Agreement, any other Loan Document or any transaction contemplated hereby or thereby, is and will be, as the case may be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading.
(b)All information prepared by any consultant or professional advisor on behalf of any Loan Party, any Subsidiary of any Loan Party or any of their Related Parties which was furnished to the Administrative Agent or any Lender in connection with this Agreement or any other Loan Document has been reviewed by any Loan Party or any Subsidiary of any Loan Party, and nothing has come to the attention of any Loan Party or any Subsidiary of any Loan Party in the context of such review which would lead it to believe that such information (or the assumptions on which such information is based) is not true and correct in all material respects or that such information omits to state any material fact necessary to make such information not misleading in any material respect.
(c)Insofar as any of the information described above includes assumptions, estimates, projections or opinions, the Loan Parties and the Subsidiaries of the Loan Parties have reviewed such matters and nothing has come to the attention of the Loan Parties or the Subsidiaries of the Loan Parties which would lead them to believe that such matters were not when made true and correct in all material respects or that such assumptions, estimates, projections or opinions omitted to state any material fact necessary to make such assumptions, estimates, projections or opinions not reasonable or not misleading in any material respect. All projections and estimates have been prepared in good faith on the basis of reasonable assumptions and represent the best estimate of future performance by the party supplying the same, it being agreed that




projections are subject to uncertainties and contingencies and that no assurance can be given that any projection will be realized.
(d)(i)    The balance sheets and financial statements delivered to the Lenders pursuant to Section 5.1.20 and Section 7.1.1 and otherwise have each been or will be, as the case may be, prepared in accordance with GAAP consistently applied and do or will, as the case may be, present fairly in all material respects the financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended; provided that unaudited interim financial statements are subject to normal year-end adjustments.
(ii)    Except as disclosed in the financial statements referred to above or the notes thereto and for the items disclosed in the Disclosure Schedule, neither any Loan Party nor any Subsidiary of any Loan Party has, as of the Amendment Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.
SECTION 6.15Transaction Agreement, etc.
(a)All representations and warranties by any Loan Party or any Subsidiary of any Loan Party under any Material Agreement, to the extent still in effect, are true and correct as of the Amendment Effective Date; provided, however, that such representations and warranties that relate solely to an earlier date shall be true and correct as of such earlier date. Each Loan Party and each Subsidiary of any Loan Party agrees that, by this reference, such representations and warranties contained in any Material Agreement, to the extent still in effect, are incorporated herein, mutatis, mutandis, for the benefit of the Lenders.
(b)No default exists and no events have occurred or conditions exist that, with notice or lapse of time or both, would constitute a default under any Material Agreement by any party thereto, and, except as expressly provided by the terms of any Material Agreement because of the lapse of time, all Material Agreements are in full force and effect, and the rights, benefits and indemnities in favor of any Loan Party or any Subsidiary of any Loan Party thereunder are not subject to any defenses, offsets or claims of any kind.
SECTION 6.16Absence of Default and Restrictions.
(a)Neither any Loan Party nor any Subsidiary of any Loan Party is (i) in default in the payment of (or in the performance of any obligation applicable to) any Indebtedness in excess of $1,000,000 in the aggregate or (ii) in violation in any material respect of any (A) Law, (B) material contract, agreement, lease or other instrument to which it is a party or (C) permit, license, authorization, entitlement, accreditation or privilege of any Governmental Authority binding upon it or its property or assets. No event has occurred and no condition exists that, upon the making of the Loans or the issuance of Letters of Credit hereunder, would constitute a Default or an Event of Default.
(b)Neither any Loan Party nor any Subsidiary of any Loan Party (i) is a party to any material contract, agreement, lease or other instrument, or subject to any other restriction, that restricts its ability to incur Indebtedness (other than this Agreement) or (ii) has agreed or consented to exist on any of the Real Property or other Collateral, whether now or in the future, any Lien other than those Liens permitted by Section 7.2.3.
SECTION 6.17Margin Regulations; Bank Secrecy Act, etc.
(a)Neither any Loan Party nor any Subsidiary of any Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock” (as defined in F.R.S. Board Regulation U). None of the proceeds of any Loan will be used for the purpose of, or be made available by any Loan Party or any Subsidiary of any Loan Party in any manner to any other Person to enable or assist such Person in, directly or indirectly purchasing or carrying “margin stock” (as so defined) or otherwise in violation of Regulations T, U or X of the F.R.S. Board.




(b)None of the proceeds of any Loan shall be used, directly or indirectly, in a manner that would cause the Administrative Agent or any Lender to violate the Foreign Corrupt Practices Act of 1977, the Bank Secrecy Act or any of the sanctions programs administered by the Office of the Foreign Assets Control of the United States Department of Treasury.
(c)None of the proceeds of any Loan or Letter of Credit shall be used, directly or indirectly, in a manner inconsistent with Section 4.10 or applicable Law.
SECTION 6.18Investment Company Status. No Loan Party or Subsidiary of any Loan Party is an “investment company” or a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940, as amended.
SECTION 6.19Material Agreements; Governmental Approvals.
(a)Each Loan Party, each Subsidiary of any Loan Party and (to the best of their knowledge) each other party to a Material Agreement are in compliance in all material respects with all the terms contained in each Material Agreement, each Material Agreement is in full force and effect and all consents to duly assign each relevant Material Agreement (as required by Section 5.1.15 or otherwise) from any Loan Party or any Subsidiary of any Loan Party to the Administrative Agent have been obtained and are in full force and effect.
(b)Set forth on Item 6.19(b) (“Material Governmental Approvals”) of the Disclosure Schedule is a listing, as of the Amendment Effective Date, of all material licenses, permits and other approvals of Governmental Authorities (collectively, the Material Governmental Approvals) that are required to (i) own, operate or lease the Real Property and (ii) operate the business of any Loan Party or any Subsidiary of any Loan Party in the ordinary course (including with respect to activities related to Timber harvesting, building, zoning, sub-division, wildlife protection, mining, drilling, extraction or reclamation). No Loan Party or Subsidiary of any Loan Party has failed to obtain any Material Governmental Approval and is not in violation of any Material Governmental Approval. No Loan Party or Subsidiary of any Loan Party has received written notice of any violation with respect to the matters the subject of this clause.
SECTION 6.20Solvency. Each Loan Party and each Subsidiary of any Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith pursuant to the Loan Documents or otherwise will be and will continue to be, Solvent.
SECTION 6.21Insurance. Item 6.21 (“Insurance”) of the Disclosure Schedule sets forth a true, complete and correct description of all insurance maintained by any Loan Party or any Subsidiary of any Loan Party as of the Amendment Effective Date. As of such date, such insurance is in full force and effect and all premiums have been duly paid.
SECTION 6.22Affiliate Transactions. Except as described on Item 6.22 (“Affiliate Transactions”) of the Disclosure Schedule, as of the Amendment Effective Date, no Affiliate of any Loan Party or any Subsidiary of any Loan Party (or any of their respective family members) is a party to any transaction with any Loan Party or any Subsidiary of any Loan Party, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Person or any Person in which any officer, director, or any such employee or family member has a substantial interest or is an officer, director, partner, member or trustee.
SECTION 6.23Anti-Corruption; Anti-Terrorism and Sanctions.
(a)