EXHIBIT 10.1

Execution Version

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT,

dated as of December 1, 2017,

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 an 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 .

ARTICLE I Definitions and Accounting Terms                           2

SECTION 3.1.1 Voluntary Prepayments; Commitment Reductions      76

SECTION 7.2.22 Anti-Corruption Laws; Anti-Terrorism Laws; Sanctions     

SECTION 7.3.1 Notice and Permitted Joint Venture Investment Certificate                                                 170

SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations

173

SECTION 8.1.4      Non-Performance of Other Covenants and Obligations

173

SECTION 11.23 Secured Bank Products and Secured Rate Protection Agreements     

211

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT , dated as of December 1, 2017 (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 , CatchMark Partnership, 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 (the “ 2013 Credit Agreement ”), as amended and restated by that certain Fourth Amended and Restated Credit Agreement, dated as of December 23, 2014 (as modified by that certain Joinder Agreement, dated as of November 20, 2015, that certain Amendment Agreement, dated as of May 13, 2016, that certain Joinder Agreement, dated as of June 15, 2016, that certain Joint Venture Consent and Waiver and Joinder Agreement, dated as of April 25, 2017 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 CatchMark Partnership;

WHEREAS , the Lenders desire to continue and extend the Revolving Loan Commitments under and as defined in the Existing Credit Agreement, continue and extend the Multi-Draw Term Loan Commitment under and as defined in the Existing Credit Agreement, continue and extend the Term Loans under and as defined in the Existing Credit Agreement and, as of the date hereof, make available a nine-year term loan credit facility and a ten-year term loan credit facility to CatchMark Partnership for the purposes set forth in Section 4.10 of this Agreement;

WHEREAS , in order to continue or make such Loans or Commitments, CatchMark Partnership, the Guarantors party hereto, the Administrative Agent and the Lenders under the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement 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 .

“ 2013 Credit Agreement ” is defined in the recitals .    

“ Account Bank ” means CoBank and each bank or other financial institution, securities intermediary or commodity intermediary that is reasonably acceptable to the Administrative Agent.

“ Account Control Agreement ” means (a) each 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 delivered by the Borrower pursuant to Section 7.1.1 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.

“ AFM ” means American Forest Management, Inc., a South Carolina corporation.

“ Agent Parties ” means, collectively, the Administrative Agent and each of its Related Parties.

“ Aggregate Letter of Credit (MDT) Usage ” means, as of the date of determination, the result of (a) the Letter of Credit Usage for all outstanding Letters of Credit (MDT) less (b) the Letter of Credit Usage for any outstanding Letter of Credit (MDT) 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 (MDT). For the avoidance of doubt, the Letter of Credit Usage for any Letter of Credit (MDT) shall not be reduced by any Cash Collateral provided pursuant to Sections 4.12 or 4.13 .

“ Aggregate Letter of Credit (Revolver) Usage ” means, as of the date of determination, the result of (a) the Letter of Credit Usage for all outstanding Letters of Credit (Revolver) less (b) the Letter of Credit Usage for any outstanding Letter of Credit (Revolver) 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 (Revolver). For the avoidance of doubt, the Letter of Credit Usage for any Letter of Credit (Revolver) shall not be reduced by any Cash Collateral provided pursuant to Sections 4.12 or 4.13 .

“ Aggregate Modified Permitted JV Value of the Timberlands ” means, as of the date of determination, the sum of the Modified Permitted JV Value of the Timberlands for all Permitted Joint Ventures.

“ Agreement ” is defined in the preamble .

“ AgSouth ” means AgSouth Farm Credit, ACA.

“ AL Guarantor ” is defined in Section 9.1(b) .

“ Anti-Corruption Laws ” means any Law of any Governmental Authority concerning or relating to bribery or corruption.

“ Anti-Terrorism Laws ” means any Law of 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 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 on Schedule IV opposite the applicable Loan to Value Ratio. The Loan to Value Ratio used to compute the Applicable Margin shall be the Loan to Value Ratio most recently calculated and reported pursuant to Section 5.1.24 , Section 7.1.1 or, in the event of a Multi-Draw Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving 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 each Adjustment Date or, in the event of a Multi-Draw Term Loan Borrowing, an Incremental Term Loan Borrowing or a Revolving 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 Sections 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 has delivered 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 on Schedule IV . 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 on Schedule IV 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 the Administrative Agent, promptly on demand by the 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, the Administrative Agent and the Lenders and any other applicable Lender Party 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 and any Timber Manager, each Financial Officer and other officers of such Loan Party or Timber Manager, whose signatures and incumbency shall have been certified to the Administrative Agent and the Lenders pursuant to Section 5.1.2 or otherwise.

“ Available MDT Facility Commitment ” means, as of the date of determination, the result of (a) the aggregate of all Multi-Draw Term Loan Commitment Amounts, minus (b) the aggregate outstanding principal of all Multi-Draw Term Loans, minus (c) the Aggregate Letter of Credit (MDT) Usage.

“ Available MDT Lender Commitment ” means, as of the date of determination, for any Multi-Draw Term Loan Lender the result of (a) such Lender’s Multi-Draw Term Loan Commitment Amount, minus (b) the aggregate outstanding principal of all of such Lender’s Multi-Draw Term Loans, minus (c) its Percentage of the Aggregate Letter of Credit (MDT) Usage.

“ 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 (Revolver) 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 (Revolver) 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 determined 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 1/100 ^th 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 , in no event shall the Base Rate be less than 0.00%;  provided further that , (i) if the Prime Rate is no longer available, the “Prime Rate” shall be calculated as the Administrative Agent shall select in its sole discretion; and (ii) if (A) One-Month LIBOR is no longer available or if LIBOR is no longer available for any Interest Period, the Administrative Agent and the Borrower shall negotiate in good faith to amend this definition for a reference Interest Period to replace one-month or a reference rate to replace LIBOR, as applicable (subject in each case to the approval of the Required Lenders).   Until such alternative Interest Period or reference rate is agreed, if any request for a Loan is for a Base Rate Loan, such Loan shall be calculated as the highest of clauses (a) and (b) of this definition.  Notwithstanding anything to the contrary in Section 11.1 ,

any amendment pursuant to clause (i) or (ii) of the preceding proviso shall become effective without any further action or consent of any other party to this Agreement.

“ Base Rate Loan ” means a Loan accruing interest at the Base Rate.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ 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 jurisdictions where such timberlands are located.

“ Borrower ” is defined in the preamble .

“ Borrowing ” means (a) a borrowing from the applicable Lenders of (i) the Term A-2 Loans on the Effective Date in accordance with the Lenders’ Term A-2 Loan Commitments and the Term A-3 Loans on the Effective Date in accordance with the Lenders’ Term A-3 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 Loan Commitment, or (b) an issuance, by any Issuing Lender of any Letter of Credit during the Revolving Availability Period or the Multi-Draw Term Loan Availability Period, as applicable, in accordance with the Letter of Credit (Revolver) Sublimit or the Letter of Credit (MDT) Sublimit, as applicable.

“ 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.

“ Capital Expenditures ” means, with respect to any Person, the aggregate costs incurred by such Person during any measuring period for the acquisition of any fixed assets or improvements or replacements of, substitutions for or additions to any existing fixed asset resulting in a future economic benefit to such Person, and that are required to be capitalized in accordance with GAAP.

“ 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 (or its Affiliate), 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 ” and “ Cash Collateralization ” shall each 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 Law 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.

“ Cash Interest Expense ” means cash interest expense paid by any Loan Party or any Shell Subsidiary.

“ 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 SC ” means CatchMark South Carolina Timberlands, LLC, a South Carolina limited liability company.

“ CatchMark Southern Holdings ” means CatchMark Southern Holdings II GP, LLC, a Delaware limited liability company.

“ CatchMark Southern Timberlands ” means CatchMark Southern Timberlands II, L.P., a Delaware limited partnership.

“ 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 Timber ” means CatchMark Timber Trust, Inc. (f/k/a Wells Timberland REIT, Inc.), a Maryland corporation.

“ CatchMark TRS ” means CatchMark TRS, Inc. (f/k/a Wells Timberland TRS, Inc.), a Delaware corporation.

“ CatchMark TRS Manager ” means CatchMark TRS Management, LLC, a Delaware limited liability company.

“ CatchMark TRS Member ” means CatchMark TRS Investments, LLC, a Delaware limited liability company.

“ 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 II ” means CatchMark TRS Harvesting Operations II, LLC, a Delaware limited liability company.

“ CatchMark TRS Subsidiary Account ” is defined in Section 7.1.13 .

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“ Certificate Regarding Sale of Real Property ” means a Certificate Regarding Sale of Real Property duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit K attached hereto, together with any changes thereto as the Administrative Agent and Borrower may mutually agree are necessary and appropriate.

“ 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 and CatchMark Holder; (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 35% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of CatchMark Timber; or (ii) during any period of 12 consecutive months, a majority of the members of the board of directors (or other equivalent governing body) of CatchMark Timber ceases to be composed of individuals who are Continuing Directors.

“ CoBank ” is defined in the preamble .

“ CoBank Cash Management Agreemen t” 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.

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” means the collateral subject to the Pledge Agreement, the Security Agreement, the Account Control Agreements, the Collateral Assignments of Material Agreements, the Mortgages, or any other real or personal property of the Loan Parties, in each case pledged to the Administrative Agent for the benefit of the Lender Parties as security for the Obligations.

“ Collateral Assignment of Material Agreement ” means 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 A-2 Loan Commitment, the Term A-3 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.).

“ Communications ” means collectively, all information, documents and other materials that any Loan Party is obligated to, or is obligated to cause to be, 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 any changes thereto as the Administrative Agent and Borrower may mutually agree are necessary and appropriate.

“ 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.

“ Consolidated Adjusted EBITDA ” means the result of (a) aggregate net income of the Loan Parties and Shell Subsidiaries (without duplication); provided tha t, for the avoidance of doubt, the results of all Unrestricted Timber Subsidiaries and Permitted Joint Ventures will be excluded therefrom; less (b) to the extent included in arriving at such net income, any gain on Rate Protection Agreements; plus (c) to the extent deducted in arriving at such net income, 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 of up to two percent (2%) of the 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) of this definition; plus (e) to the extent deducted in arriving at such net income, 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) to the extent deducted in arriving at such net income, non-cash compensation expenses; plus (g) to the extent deducted in arriving at such net income, the actual amount of reasonable fees and out-of-pocket transaction costs and expenses paid by any Loan Party in connection with any acquisition or Investment permitted pursuant to Section 7.2.5(vii) , in an aggregate amount not to exceed $4,000,000; plus (h) to the extent deducted in arriving at such net income, losses on sales of assets (other than as provided in clause (c)(iv) of this definition); minus (i) to the extent included in arriving at such net income, gains on sales of assets (other than as provided in clause (c)(iv) of this definition); plus (j) the aggregate amount of dividends or similar distributions paid in cash (or converted to cash) to any Loan Party by any Unrestricted Timber Subsidiary or Permitted Joint Venture.

“ Consolidated Permitted Joint Ventures ” means any Permitted Joint Ventures that are or would be consolidated with any Loan Party in accordance with GAAP.

“ 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 greater) 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.

“ Continuing Directors ” means, as of any date of determination, any member of the board of directors (or other equivalent governing body) of CatchMark Timber who (a) was a member of

such board of directors on the first day of the applicable 12 consecutive month period referenced in clause (ii) of the definition of “Change in Control” or (b) was approved, appointed, nominated or elected to such board of directors by a majority of the Continuing Directors who were members of such board of directors at the time of such approval, appointment, nomination or election.

“ 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 or appraisal update for such Real Property delivered to the Administrative Agent or (b) if no such appraisal or appraisal update 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 or appraisal update in connection with the acquisition or Disposition 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. In the event that the appraised value of such Real Property is only available for a Division of Real Property, the Cost Basis for any portion of such Division will be calculated by the Borrower in good faith in a manner reasonably acceptable to the Administrative Agent.

“ Credit Support ” means cash earnest money deposits, Letters of Credit, Investments or other credit support.

“ Current Cost of Funds ” means, as of any Reset Date, the amount (in basis points and which amount may be negative), if any, by which (A) the all-in one (1) month LIBOR Floating Note Rate cost of funds applicable to the Farm Credit Lenders as indicated by the Farm Credit Funding Corporation exceeds (B) One-Month LIBOR, in each case as of such Reset Date.

“ Dawsonville Bluffs ” means Dawsonville Bluffs, LLC, a Delaware limited liability company.

“ 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 (2) 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 Lender, 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 Laws, 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.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease, contribution or other conveyance or disposition (including any sale and leaseback transaction) of any property or asset by any Person (whether voluntary or involuntary or under power of eminent domain, condemnation or otherwise).

“ Dividend 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, the sole content of which are permitted dividends, distributions or other payment to shareholders of CatchMark Timber that have been declared but not paid, together with any account or accounts replacing any of the same.

“ 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 and appraisal updates, 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 and appraisal updates 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 Law of the United States or any state, commonwealth or territory thereof (including the District of Columbia).

“ 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.

“ 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 the date of this Agreement.

“ Effective Date Cost of Funds ” means 4 basis points with respect to clause (i) of the definition of Reset Date and 10 basis points with respect to clauses (ii) and (iii) of the definition of Reset Date, which is the amount by which (A) the all-in one (1) month LIBOR Floating Note Rate cost of funds applicable to the Farm Credit Lenders as indicated by the Farm Credit Funding Corporation exceeds (B) One-Month LIBOR, in each case as of the Effective Date.

“ 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 Law 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, 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, 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 Section 7.1.6(c) .

“ Equity Funded Acquisition ” means any acquisition of additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket costs and expenses related thereto) originally financed after the Effective Date by any 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.

“ Equity Interests ” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other security or ownership in participation or equivalent interests (however designated, whether voting or non-voting and whether certificated or uncertificated) 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 Effective Date.

“ Equity Raises Net Proceeds ” means all proceeds of any equity issued by CatchMark Timber less the actual amount of reasonable fees and out-of-pocket transaction costs and expenses of such equity issuance due to any unaffiliated third parties.

“ Equity Value ” means the actual cash receivable by any Loan Party upon the hypothetical liquidation of the JV Timberlands of any Permitted Joint Venture at the Permitted JV Value of the JV Timberlands and subsequent distribution of all net cash proceeds; calculated in good faith by the Borrower in a manner reasonably acceptable to the Administrative Agent; provided that , for purposes of calculating the Modified Permitted JV Value of the Timberlands, Equity Value shall only include the actual cash receivable by any Loan Party upon the hypothetical liquidation of the portions of the JV Timberlands that the Borrower has elected to include in the Permitted JV Value of the Timberlands.

“ ERISA ” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder.

“ 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 Event ” means (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.

“ Escrow Deposit Certificate ” means an Escrow Deposit Certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit J attached hereto, together with any changes thereto as the Administrative Agent and Borrower may mutually agree are necessary and appropriate.

“ 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 .

“ Excess Net Real Property Disposition Proceeds ” means:

(a)      with respect to any Normal Operating Real Property Disposition, the amount of Net Real Property Disposition Proceeds received in any Fiscal Year in connection with any

Normal Operating Real Property Disposition in excess of 2% of the aggregate Value of the Timberlands (calculated as of the date such Net Real Property Disposition Proceeds were received); and

(b)      with respect to any Large Real Property Disposition, the Net Real Property Disposition Proceeds received in connection with any Large Real Property Disposition.

“ Excluded Account ” means (a) any InvestLine Account or deposit account of any Loan Party (i) which contains only deposits of or credits corresponding to employee withholding taxes, or (ii) which functions solely as a payroll account and contains only deposits of or credits corresponding to fully earned employee wages, and (b) the Dividend Account.

“ 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 Loan Documents ” means the “Loan Documents” as defined in the Existing Credit Agreement.

“ Existing Stated Maturity Date ” is 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 , any applicable Issuing Lender and/or the Swingline Lender implementing an extension in accordance with Section 3.6 .

“ 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. 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 and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“ Federal Funds Effective Rate ” means, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100 ^th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System 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 18, 2017, by and among CoBank and the Borrower.

“ 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.

“ Field Servicer ” means any third party consulting forester appointed by the Administrative Agent from time to time with respect to all or certain portions of the Real Property.

“ Field Servicing Agreement ” means, collectively, any agreement as may be in effect from time to time pursuant to which the Administrative Agent has engaged any Field Servicer to perform any loan monitoring services with respect to all or certain portions of the Real Property; provided that , if no Event of Default has occurred and is continuing when a Field Servicing Agreement is entered into, such Field Servicing Agreement shall be reasonably acceptable to the Borrower; provided however , that, notwithstanding the preceding proviso, such Field Servicing Agreement shall be reasonably acceptable to the Borrower, solely to the extent that such Field Servicing Agreement directly affects the rights of the Loan Parties hereunder or imposes additional obligations or liabilities upon any Loan Party or any of its Subsidiaries or their respective properties.

“ Financed Equity Repurchase ” means one or more transactions pursuant to which CatchMark Timber repurchases up to $30,000,000 in the aggregate of its Equity Interests during the term of this Agreement.

“ Financial Officer ” means with respect to any Loan Party, with respect to any sole manager or sole member on behalf of any manager-managed or member-managed Loan Party, with respect to CatchMark Timber on behalf of any Loan Party, and with respect to any Timber Manager, 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 or otherwise.

“ Fiscal Quarter ” means any calendar 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) the result of (i) Consolidated Adjusted EBITDA minus (ii) any dividend or distribution paid in cash by CatchMark Timber during such period, by (b) Cash Interest Expense.

“ 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 Law 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.

“ FRC ” means Forest Resource Consultants, Inc., a Georgia corporation.

“ 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 Section 7.2.9(f) .

“ 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 ” means generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.4 and applied on a consistent basis.

“ Georgia Biomass Supply Agreement ” means 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.

“ 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 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.

“ Harvest Plan ” is defined in Section 7.1.11(c) .

“ 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 Section 7.2.6(y)(2) .

“ Incremental Term Loan ” is defined in Section 2.1.1(b) .

“ Incremental Term Loan Commitment ” is defined in Section 2.1.1(b) .

“ Incremental Term Loan Facility ” is defined in Section 2.1.1(b) .

“ Incremental Term Loan Lender ” is defined in Section 2.1.1(b) .

“ 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 Section 11.4(a) .

“ Indemnified Parties ” is defined in Section 11.4(a) .

“ 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.

“ Initial Interest Period ” means the initial Interest Period for the Term A-2 Loan following the Effective Date which shall be for a period commencing on the Effective Date and ending on December 28, 2017.

“ Insolvency or Liquidation Proceeding ” means (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 marshaling 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) or, to the extent applicable, the last day of the Initial Interest Period, 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.

“ International Paper ” means International Paper Company, a New York corporation.

“ International Paper Agreements ” means, collectively, (i) that certain Support Agreement, dated as of September 18, 2006, by and between Timberlands II, as assignee of Goodwood Georgia LLC, a Delaware limited liability company, and International Paper; (ii) that certain Stumpage Agreement, dated as of September 18, 2006, by and between Timberlands II, as assignee of Goodwood Georgia LLC, a Delaware limited liability company, and CatchMark TRS Subsidiary, as assignee of Broad Arrow Timber Company LLC, a Delaware limited liability company; (iii) that certain Fiber Supply Agreement, dated as of September 18, 2006, by and between CatchMark TRS Subsidiary, as assignee of Broad Arrow Timber Company LLC, a Delaware limited liability company, and International Paper, as amended by that certain Amendment to Fiber Supply Agreement (Goodwood – Georgia), dated as of December 3, 2010, and as amended by that certain Second Amendment to Fiber Supply Agreement (Goodwood-Georgia), dated as of March 15, 2017; (iv) that certain Pulpwood Supply Agreement, dated as of November 3, 2006, by and between CatchMark TRS Subsidiary II, as assignee of Broad Arrow Timber Company LLC, and International Paper; (v) that certain Master Stumpage Agreement, dated as of November 3, 2006, by and between CatchMark TRS Subsidiary II, as assignee of Broad Arrow Timber Company LLC, and CatchMark SC, as assignee of FIATP Parent LLC and FIATP Timber LLC; (vi) that certain Master Stumpage Agreement, dated as of November 3, 2006, by and between CatchMark TRS Subsidiary II, as assignee of Broad Arrow Timber Company LLC, and CatchMark SC and CatchMark HBU, as assignees of FIATP SSF Parent LLC and FIATP SSF Timber LLC; (vii) that certain Pulpwood Support Agreement, dated as of November 3, 2006, by and between CatchMark TRS Subsidiary II and CatchMark SC, as assignees of FIATP Parent LLC and FIATP Timber LLC, and International Paper; and (viii) that certain Pulpwood Support Agreement, dated as of November 3, 2006, by and between CatchMark TRS Subsidiary II, CatchMark HBU, and CatchMark SC, as assignees of FIATP SSF Parent LLC and FIATP SSF Timber LLC, and International Paper.

“ InvestLine Account ” means (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.

“ Investment Allocation Policy ” means an investment allocation policy setting forth the methodology by which each Loan Party will evaluate, on behalf of itself, its Subsidiaries and its Permitted Joint Ventures, investment opportunities, potential operational conflicts and Disposition opportunities, which policy shall be adopted by CatchMark Timber’s board of directors.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Lender ” means any Issuing Lender (MDT) or any Issuing Lender (Revolver), as applicable.

“ Issuing Lender (MDT) ” means, collectively, 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 (MDT) hereunder; provided that , such Lender has agreed to be an Issuing Lender (MDT).

“ Issuing Lender (Revolver) ” means, collectively, 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 (Revolver) hereunder; provided that , such Lender has agreed to be an Issuing Lender (Revolver).

“ 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, pledgor, 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 pledgor;

(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 CatchMark Timber and Timberlands II;

(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) 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 Law) to conduct business;

(ix)    certification in the Joinder Agreement 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 that 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 (or delivered for filing) in 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 or United States Copyright Office, as applicable, 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) to the extent requested by any Lender, any documentation or 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 Laws; 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 ” means any joint venture or other co-investment vehicle or structure.

“ JV Cost Basis ” means with respect to JV Real Property, the appraised value of such JV Real Property as determined by the most recent appraisal or appraisal update for such JV Real Property delivered to the Administrative Agent.

“ JV Credit Conditions ” means any of the following:

“ JV Land ” means all the Domestic land from time to time owned or held by any Permitted Joint Venture in fee simple, together with (a) all buildings, structures and other improvements thereon, (b) all JV 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.

“ JV Leasehold Interests ” means the rights of any Permitted Joint Venture as lessee or grantee with respect to the JV Timber Leases (including the JV Timber Deeds) including all purchase options, prepaid rents and security deposits relating thereto, together with leasehold improvements and JV Timber with respect thereto.

“ JV Minerals ” means all mineral substances in, on or under the JV Land.

“ JV Real Property ” means, collectively, (a) the JV Timberlands and (b) the JV Minerals.

“ JV 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 JV Real Property.

“ JV Timber Deed ” means any timber deed or similar instrument conveying rights in Domestic JV Timber to any Permitted Joint Venture from time to time, together with any replacement or modification thereof.

“ JV Timber Lease Termination Proceeds ” means the gross cash proceeds received by any Permitted Joint Venture with respect to the termination or other Disposition of any JV Timber Lease.

“ JV Timber Leases ” means, collectively, the JV Timber Deeds and any other lease, sublease or license of Domestic real estate by any Permitted Joint Venture from time to time, together with any replacement thereof.

“ JV Timberlands ” means, collectively, the JV Land and the JV Leasehold Interests.

“ Land ” means all the Domestic 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.

“ Landholders ” means 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. For the avoidance of doubt, Landlord Estoppel Certificates executed and delivered in connection with the 2007 Credit Agreement, 2010 Credit Agreement, 2012 Credit Agreement, 2013 Credit Agreement or Existing Credit Agreement (if any) are included in this definition.

“ Large Real Property Disposition ” means any single Disposition of Real Property (a) consisting of greater than 2% of the aggregate Value of the Timberlands (calculated as of the date the Net Real Property Disposition Proceeds corresponding to such transaction are received) or (b) which the Borrower reasonably determines does not constitute a Normal Operating Real Property Disposition for purposes of GAAP.

“ Law ” 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 “Law” shall include FATCA.

“ Leasehold Interests ” means 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 any Issuing Lender and the Swingline Lender.

“ Lender Party ” means, 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 ” means a Letter of Credit (Revolver) or a Letter of Credit (MDT), as applicable.

“ 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 (MDT) ” is defined in Section 2.1.2(b) .

“ Letter of Credit (MDT) Sublimit ” means $30,000,000; as such amount may be adjusted in accordance with the terms of this Agreement.

“ Letter of Credit (Revolver) ” is defined in Section 2.1.2(a) .

“ Letter of Credit (Revolver) 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 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) (the “ Service ”) 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 the F.R.S. 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 , (i) LIBOR for the Initial Interest Period (if applicable) shall be the rate determined based on a linear interpolation between (i) LIBOR for an interest period that is the next shortest interest period reported by the Service to the duration of the Initial Interest Period and (ii) LIBOR for an interest period that is the next longest interest period reported by the Service to the duration of the Initial Interest Period; (ii) LIBOR shall not be less than zero; (iii) LIBOR shall be adjusted as set forth in Section 3.2.4 for Multi-Draw Term Loans, Term A-2 Loans and Term A-3 Loans bearing interest at LIBOR; and (iv) in the event the Administrative Agent is not able to determine LIBOR using such methodology,

the Administrative Agent shall notify the Borrower and the Administrative Agent and the Borrower will agree upon a substitute basis for obtaining such quotations.

“ LIBOR Floating Note Rate ” means, as of any date, the estimated funding cost (not the actual sale price), including standard underwriting fees, for new farm credit debt securities issued into the primary market based on market observations on such date indicated at approximately 9:30 a.m. Eastern time; provided that such indications represent the Farm Credit Funding Corporation’s best estimate of the cost of new debt issues based on a combination of daily surveys of selected farm credit selling group members (participating bond dealers) and ongoing monitoring of the fixed income markets for actual, recent, primary market issuance by other government-sponsored of similar bonds and notes and pricing within related derivative markets, particularly the interest rate swap market. Historical information on such funding costs is available, for the prior week, on the Farm Credit Funding Corporation’s website ( http://www . farmcreditfunding . com/ffcb_live/fundingCostIndex . html ) under the “Output” tab of the most recent spreadsheet.

“ LIBOR Loan ” means a Loan accruing interest at LIBOR.

“ 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 Letters of Credit, the 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, the Fee Letter, any separate letter agreements with respect to fees payable to the Administrative Agent, any Field Servicing Agreements 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, CatchMark Holder and the Subsidiary Guarantors.

“ Loan to Value Ratio ” means, 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, (ii) the Aggregate Letter of Credit (Revolver) Usage and (iii) the Aggregate Letter of Credit (MDT) Usage to (b) the sum of (i) the Value of the Timberlands and (ii) if no Commitment Termination Event has occurred and is continuing, any Excess Net Real Property Disposition Proceeds in an InvestLine Account

subject to the Lien of the Administrative Agent or held by an Account Bank in a deposit account subject to the Lien of the Administrative Agent . For the avoidance of doubt, any transaction that shall require compliance with a specified Loan to Value Ratio shall (1) include in such calculation of Loan to Value Ratio (A) any Excess Net Real Property Disposition Proceeds to be received from the transaction that will be deposited in an InvestLine Account subject to the Lien of the Administrative Agent or held by an Account Bank in a deposit account subject to the Lien of the Administrative Agent and (B) any Real Property to be acquired in such transaction, in each case after giving effect to such transaction and (2) shall exclude in such calculation of Value of the Timberlands (A) any cash consideration to be paid and (B) any Real Property to be Disposed of, in each case after giving effect to such transaction.

“ LTC Lease ” means 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.

“ 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.

“ Material Account ” means with respect to each 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, but excluding any Excluded Account of such Loan Party.

“ Material Account Collateral ” means all of each Loan Party’s right, title and interest in, to and under the following property, whether a Loan Party now has or hereafter acquires ownership or other rights therein, 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 has a material adverse effect on:

(a)      the business, assets, operations, properties or financial condition of the Borrower and the other Loan Parties, taken as a whole;

(b)      the ability of the Borrower and the other Loan Parties (taken as a whole) to perform their 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 value of the Collateral; or

(d)      the legality, 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 any Loan Party or any Shell Subsidiary, 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.

“ Material Environmental Amount ” means an amount payable by the Borrower or any other Loan Party or any Shell Subsidiary in excess of $5,000,000 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 Section 6.19(b) .

“ Material Supply Agreement ” means any Supply Agreement unless (i) the annual net revenues under such Supply Agreement represents less than 3.0% of the aggregate annual net revenues of the Loan Parties and the Shell Subsidiaries (without duplication) and (ii) the aggregate annual net revenues under all Supply Agreements that have been identified as not being Material Supply Agreements represents less than 6.0% of such aggregate annual net revenues (all as reported in the most recent annual audit reports furnished to the Administrative Agent pursuant to Section 7.1.1(b)) .

“ Material Threshold ” means, as of any date, the greater of (a) $9,000,000 and (b) 1.0% of the Value of the Timberlands as of such date.

“ 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 Transaction Agreements ” means any Transaction Agreement (other than any Supply Agreement or Timberlands Operating Agreement) unless, as of the date of determination, (i) the portion of the Timberlands subject to such Transaction Agreement has a value as of such date (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 2.0% of the Value of the Timberlands as of such date; 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 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.

“ Mineral Activity ” is defined in Section 7.2.18(c) .

“ Mineral Agreements ” is defined in Section 7.2.18(c)(ii) .

“ Minerals ” means all mineral substances in, on or under the Land.

“ 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.

“ Modified Permitted JV Value of the Timberlands ” means, for each Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis, as of the date of determination, the result of (a) the Equity Value of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis, multiplied by (b) the percentage corresponding to the Permitted Joint Venture

LTV of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis set forth in the table below:

; provided that , notwithstanding the foregoing but subject to Section 7.1.20 , if and for so long as any of the JV Credit Conditions occurs and is continuing with respect to any Permitted Joint Venture (First-Tier) or any of its Subsidiaries, such Permitted Joint Venture (First-Tier) and its Subsidiaries shall contribute $0 to the Modified Permitted JV Value of the Timberlands.

“ 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.

“ Multi-Draw Term Loan ” is defined in Section 2.1.1(f)(i) .

“ Multi-Draw Term Loan Availability Period ” is defined in Section 2.1.1(f)(i) .

“ Multi-Draw Term Loan Commitment ” is defined in Section 2.1.1(f)(i) .

“ 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) , 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 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 would be reasonably expected to result after giving Pro Forma Effect to such increase in the Multi-Draw Term Loan Commitment Amount; (c) the Borrower shall deliver a Compliance Certificate to the Administrative Agent evidencing compliance with the financial covenants set forth in Section 7.2.4 after giving Pro Forma Effect to any Multi-Draw Term Loan Increase; (d) 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; (e) the Borrower has executed and delivered any Notes requested under Section 2.2 regarding such Multi-Draw Term Loan Increase; and (f) 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-6 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 an employee benefit plan as defined in Section 3(37) or 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 Permitted Joint Venture Disposition Proceeds ” means the result of (a) the gross cash proceeds received by the Borrower or any other Loan Party with respect to the Disposition of any of the Equity Interests of any Permitted Joint Venture, 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 out-of-pocket transaction costs and expenses actually paid in cash by the Borrower or any other Loan Party in connection with such Disposition which fees, costs 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.

“ 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 Disposition of any of the Real Property (other than the sale of Timber in accordance with Section 7.1.11(m) and the termination of Timber Leases in accordance with Section 7.1.11(x)) , 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 out-of-pocket transaction costs and expenses actually paid in cash by the Borrower or any other Loan Party in connection with such Disposition which fees, costs 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 and the outstanding principal amount of the Loans of the Lenders that have agreed to extend the Existing Stated Maturity Date of such credit facility and of the Commitments 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, none of the Subsidiaries of any of the Loan Parties, none of the Permitted Joint Ventures (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.

“ Normal Operating Real Property Disposition ” means any Disposition of Real Property consisting of up to 2% of the aggregate Value of the Timberlands in any fiscal year, when combined with all other Normal Operating Real Property Dispositions in such fiscal year (calculated as of the date the Net Real Property Disposition Proceeds corresponding to such transaction are received).

“ Note ” means, as the context may require, a Revolving Note, a Swingline Note, a Term A-1 Loan Note, a Term A-2 Loan Note, a Term A-3 Loan 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 pursuant to this Agreement and the other Loan Documents) 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 to any Lender 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).

“ One-Month LIBOR ” is defined in the definition of “Base Rate.”

“ Organizational Document ” means, with respect to any Loan Party, Shell Subsidiary, Timber Manager, or Permitted Joint Venture, 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 sold 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 ).

“ Participant ” is defined in Section 11.11(d) .

“ Participant Register ” is defined in Section 11.11(d) .

“ 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)(iv)(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)(iv) . For the avoidance of doubt, (1) each Revolving Lender’s Percentage of any Letter of Credit Usage (with respect to any Letters of Credit (Revolver)) and of any Swingline Loans shall be determined by such Revolving Lender’s Percentage of the aggregate Revolving Loan Commitments, and (2) each Multi-Draw Term Loan Lender’s Percentage of any Letter of Credit Usage (with respect to any Letter of Credit (MDT)) shall be determined by such Multi-Draw Term Loan Lender’s Percentage of the aggregate Multi-Draw Term Loan Commitments.

“ Permitted Escrow Amount ” means an amount not to exceed at any time in the aggregate 7% of the aggregate purchase price, lease payments or other consideration with respect to any transaction or series of transactions.

“ Permitted Joint Venture ” means (i) a Joint Venture (a) that is Domestic, (b) whose primary business is and will at all times remain (prior to the dissolution and termination of such Joint Venture) the acquisition, ownership, holding and Disposition of JV Real Property, incidental personal property related thereto and proceeds thereof, the operation and management of JV Real Property, including the selling and harvesting of JV Timber by such Joint Venture or by others pursuant to JV Timber rights granted by such Joint Venture and the transacting of any and all lawful business under the laws of the state of the Joint Venture’s organization that is incidental, necessary and appropriate to accomplish the foregoing; (c) the Loan Parties and their Subsidiaries shall not own, directly or indirect, more than 50% of the Equity Interests of any Permitted Joint Venture on a fully diluted basis; and (d) whose Organizational Documents comply with Section 7.3.10 ; and (ii) a Subsidiary

of a Permitted Joint Venture, provided that such Subsidiary satisfies clauses (a) through (c) of clause (i) of this definition.

“ Permitted Joint Venture (First-Tier) ” means any Permitted Joint Venture whose Equity Interests are directly owned in whole or in part by any Loan Party.

“ Permitted Joint Venture (Landholder) ” means any Permitted Joint Venture who owns, holds, or has any rights in or to any of the JV Real Property. For the avoidance of doubt, a Permitted Joint Venture (Landholder) may be a Permitted Joint Venture (First-Tier) or a Permitted Joint Venture (Lower-Tier).

“ Permitted Joint Venture (Lower-Tier) ” means any Permitted Joint Venture whose Equity Interests are owned in whole or in part by a Permitted Joint Venture or a Permitted JV Investment Subsidiary and none of whose Equity Interests are directly owned by any Loan Party.

“ Permitted Joint Venture Investment Certificate ” means a Permitted Joint Venture Investment Certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit I attached hereto, together with any changes thereto as the Administrative Agent and Borrower may mutually agree are necessary and appropriate.

“ Permitted Joint Venture Investment Documentation ” means, with respect to any Loan Party’s Investment in any Permitted Joint Venture directly, or indirectly through a Permitted JV Investment Subsidiary, all of the following (except to the extent made a post-closing delivery, waived or not requested, as applicable, 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:

“ Permitted Joint Venture LTV ” mean, for each Permitted Joint Venture (First-Tier), as of the date of determination, the ratio, expressed as a percentage, of (a) the sum of (i) all Indebtedness pursuant to clauses (a), (b) and (c) of the definition thereof of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis and, without duplication, all Contingent Liabilities of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis in respect of any of the foregoing and (ii) all delinquent income and other Taxes, assessments or charges imposed by any Governmental Authority upon it or upon its property, to (b) the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis.

“ Permitted JV Investment Subsidiary ” means any wholly-owned, direct, Domestic Subsidiary of any Loan Party 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 other than a Permitted Joint Venture (Lower-Tier); (b) (i) no such Subsidiary shall own, hold, acquire or otherwise have any rights in any InvestLine Account or securities, deposit or commodities accounts other than (A) 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 and (B) accounts holding any Credit Support amount not in excess of the Permitted Escrow Amount, (ii) the aggregate capital contributions to or capital accounts or balances of all such Subsidiaries shall be less than the sum of (A) $50,000 in the aggregate at all times and (B) any Credit Support amount not in excess of the Permitted Escrow Amount, and (iii) 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 the sum of (A) $50,000 in the aggregate at all times and (B) any Credit Support amount not in excess of the Permitted Escrow Amount; provided that , with respect to clauses (i), (ii), and (iii), for not more than five (5) Business Days (or such longer period of time as the Administrative Agent may approve in its sole discretion) prior to the date on which the Borrower reasonably believes that an Investment permitted by Section 7.2.5(vii) will be consummated, the aggregate account balances, capital contributions and value of assets of the applicable Permitted JV Investment Subsidiary may be in such amounts as would be consistent with such Investment and subject to limitations of such Investment; (c) other than as permitted by Section 7.2.2(g) or (h) , 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 Permitted JV Investment Subsidiary or any of its Subsidiaries, and (d) all such Subsidiaries shall either be (i) converted into a Permitted Joint Venture (First-Tier) or (ii) joined to the Loan Documents as a Subsidiary Guarantor, in each case, within the earlier of (x) 90 days of the date such Subsidiary was established or otherwise acquired by any Loan Party and (y) the consummation of the transaction associated with any Credit Support held by, credited to or issued for the account of such Permitted JV Investment Subsidiary or any of its Subsidiaries (or such longer period of time as Administrative Agent may approve in its sole discretion).

“ Permitted JV Material Adverse Effect ” means any event or series of events (whether or not related) that has a material adverse effect on:

(a)      the business, assets, operations, properties or financial condition of the Borrower and the other Loan Parties, taken as a whole; or

(b)      the Permitted JV Value of the Timberlands of any Permitted Joint Venture.

“ Permitted JV Value of the Timberlands ” means, for each Permitted Joint Venture (First-Tier), with respect to its JV Real Property and the JV Real Property of any of its Subsidiaries, the appraised value thereof as determined by the most recently delivered appraisals or appraisal updates; provided , however , that such value shall be reduced upon one or more Dispositions of JV Real Property in the aggregate in excess of 1.5% of the aggregate Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis since the most recently delivered appraisal or appraisal update and may be increased upon one or more acquisition of any JV Real Property in the aggregate in excess of 1.5% of the aggregate Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a

consolidated basis since the most recently delivered appraisal or appraisal update, in each case, as such value is calculated and reported on behalf of such Permitted Joint Venture in accordance with Sections 7.3.6 and 7.3.7 .

“ 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, or any of their Subsidiaries, or to which the Borrower, any other Loan Party, or any of their Subsidiaries 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 Fourth Amended and Restated Pledge Agreement, dated as of the date hereof, made by the Borrower and each 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 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 Effect ” means, with respect to the calculation or determination of any test, ratio, basket, condition or covenant under this Agreement or any other Loan Document, as of any date, that pro forma effect will be given to all acquisitions, Dispositions, Investments, issuances, incurrences and repayments of Indebtedness, distributions and other transactions, in each case that have occurred following the conclusion of the period for which such test, ratio, basket, condition or covenant is being calculated, but prior to or substantially concurrently with the event for which such pro forma calculation or determination is being made.  All such pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and shall be reasonably acceptable to the Administrative Agent and for purposes of making any such computation with respect to the Fixed Charge Coverage Ratio, such ratio shall be calculated using the most recent four Fiscal Quarters for which a Compliance Certificate has been delivered pursuant to Section 7.1.1 .

“ PTE ” means a prohibited transaction exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ QRS Subsidiary ” means any Subsidiary of CatchMark Timber that is treated as a disregarded entity or pass-through entity for Federal income tax purposes, with all items of income, gain, loss and expense of each such Person being treated as though earned or incurred by CatchMark Timber.

“ 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 Agreement ” means 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 Agreement 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, 2013 Credit Agreement or the Existing Credit Agreement are included in this definition.

“ Reaffirmation of Recognition Agreement ” means each reaffirmation of each Recognition 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 Recognition Agreement which is the subject of such reaffirmation.

“ Reaffirmation of Timber Manager Subordination Agreement ” means each Reaffirmation of Timber Manager Subordination 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 Timber Manager Subordination Agreement which is the subject of such Reaffirmation of Timber Manager Subordination Agreement.

“ 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 reasonable 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 (or subsequently designated in accordance with the terms hereof) 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 approve 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, the Estoppel and Recognition Agreement, dated as of June 6, 2016, by International Paper, FIATP Parent, LLC, FIATP SSF Parent LLC, FIATP SSF Timber LLC, and FIATP Timber LLC to and for the benefit of the Administrative Agent and CatchMark Timber, the Estoppel and Recognition Agreement, dated as of October 19, 2017, by International Paper to and for the benefit of the Administrative Agent and CatchMark Timber, and each other recognition agreement, by any other Person for the benefit of the relevant Loan Parties and the Administrative Agent, in form and substance acceptable to the Administrative Agent in its sole discretion.

“ Register ” is defined in Section 11.11(c) .

“ REIT Status ” is defined in Section 7.2.6(x) .

“ 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 Section 7.1.11(n) .

“ Removal Effective Date ” is defined in Section 10.6(b) .

“ Required Insurance ” is defined in Section 7.1.4(e) .

“ 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, (1) the aggregate principal amount of all Swingline Loans owing to the Swingline Lender and of the Letter of Credit Usage (with respect to any Letters of Credit (Revolver)) owing to any Issuing Lender shall be considered to be owed to the Revolving Lenders

ratably in accordance with their respective Revolving Loan Commitments and (2) the Letter of Credit Usage (with respect to any Letters of Credit (MDT)) owing to any Issuing Lender shall be considered to be owed to the Multi-Draw Term Loan Lenders ratably in accordance with their respective Multi-Draw Term Loan Commitments. The Commitments and Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ Reset Date ” means (i) with respect to the Multi-Draw Term Loans, the date three years and six months after the Effective Date; (ii) with respect to the Term A-2 Loans, the fifth anniversary of the Effective Date and (iii) with respect to the Term A-3 Loans, the fifth anniversary of the Effective Date.

“ Resignation Effective Date ” is defined in Section 10.6(a) .

“ Resource Conservation and Recovery Act ” means collectively the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901, et seq., as in effect from time to time.

“ Revenue Account ” is 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 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 would reasonably be expected to result after giving Pro Forma Effect to such increase in the Revolving Loan Commitment Amount; (c) the Borrower shall deliver a Compliance Certificate to the Administrative Agent evidencing compliance with the financial covenants set forth in Section 7.2.4 after giving Pro Forma Effect to any Revolver Increase; (d) 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; (e) the Borrower has executed and delivered any Notes requested under Section 2.2 regarding such Revolver Increase, and (f) 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.

“ Revolver Real Property Acquisition Loans ” means a Borrowing (or a portion of a Borrowing) of the Revolving Loans the proceeds of which are used solely to fund the acquisition by any Subsidiary Guarantor of additional Real Property and to pay the actual and reasonably estimated reasonable fees and out-of-pocket costs and expenses related thereto.

“ Revolving Availability Period ” is defined in Section 2.1.1(c)(i) .

“ 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 Section 2.1.1(c)(i) .

“ Revolving Loan Commitment ” is defined in Section 2.1.1(c)(i) .

“ 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), 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 Note ” means a promissory note of the Borrower that is payable to any Revolving Lender, substantially in the form of Exhibit A-4 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.

“ S&P ” means 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 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 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 and 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 Fourth Amended and Restated Security Agreement, dated as of the date hereof, made by the Borrower and each 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 (a) any wholly-owned, Domestic Subsidiary of any Loan Party so designated by prior written notice to the Administrative Agent by the Borrower; provided that , (i) 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, (ii) no such Subsidiary shall own, hold, acquire or otherwise have any rights in any InvestLine Account or securities, deposit or commodities accounts other than (A) 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 and (B) in the case of a Shell Subsidiary who is a direct Subsidiary of a Loan Party, accounts holding any Credit Support amount not in excess of the Permitted Escrow Amount, (iii) other than pursuant to one or more Letters of Credit issued for the account of such Shell Subsidiary or its Subsidiaries as Credit Support not in excess of the Permitted Escrow Amount, 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, (iv) the aggregate capital contributions to or capital accounts or balances of all such Subsidiaries shall be less than the sum of (A) $50,000 in the aggregate at all times and (B) in the case of a Shell Subsidiary who is a direct Subsidiary of a Loan Party, any Credit Support amount not in excess of the Permitted Escrow Amount, (v) 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 the sum of (A) $50,000 in the aggregate at all times and (B) in the case of a Shell Subsidiary who is a direct Subsidiary of a Loan Party, any Credit Support amount not in excess of the Permitted Escrow Amount, and (vi) all such Subsidiaries shall be (A) dissolved or otherwise disposed of by means and subject to terms and conditions approved by the Administrative Agent in its sole discretion or (B) joined to the Loan Documents as a Subsidiary Guarantor, in each case, within the earlier of (x) 90 days of the date such Subsidiary was established or otherwise acquired directly or indirectly by the Borrower or any Subsidiary Guarantor and (y) the consummation of the transaction associated with any Credit Support held by, credited to or issued for the account of such Shell Subsidiary (or such longer period of time as Administrative Agent may approve in its sole discretion) or (b) any Permitted JV Investment Subsidiary.

“ 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 the applicable 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 United States Bankruptcy Code and the state Law 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 1, 2022, as such date may be extended in accordance with Section 3.6 , (b) the Term A-1 Loans, December 23, 2024, as such date may be extended in accordance with Section 3.6 , (c) the Term A-2 Loans, December 1, 2026, as such date may be extended in accordance with Section 3.6 ), (d) the Term A-3 Loans, December 1, 2027, as such date may be extended in accordance with Section 3.6, (e) the Multi-Draw Term Loan credit facility, December 1, 2024, as such date may be extended in accordance with Section 3.6 , and (f) 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.

“ 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, CatchMark TRS Subsidiary II, CatchMark TRS Member, CatchMark TRS Manager and any wholly-owned, Domestic Subsidiary of the Borrower which after the 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, pledgor 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, the Georgia Biomass Supply Agreement, the International Paper Agreements, 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 Lender ” means CoBank and its successors and assigns.

“ Swingline Loan ” means an advance or advances under the Swingline Loan Commitment.

“ Swingline Loan Commitment ” means the commitment of the Swingline Lender to make the Swingline Loans, which commitment shall be $5,000,000 on the Effective Date, as such amount may be adjusted, if at all, from time to time in accordance with this Agreement.

“ Swingline Note ” means a promissory note of the Borrower substantially in the form of Exhibit A-5 , 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 A-1 Loan ” means those certain Term Loans (as defined in the Existing Credit Agreement) made by the Term Lenders (as defined in the Existing Credit Agreement) pursuant to the terms of the Existing Credit Agreement, which Term Loans are continued as Loans under this Agreement.

“ Term A-1 Loan Lender ” means each Lender holding Term A-1 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 A-1 Loan Note ” means a promissory note of the Borrower that is payable to any Term A-1 Loan 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 A-1 Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Term A-2 Loan ” is defined in Section 2.1.1(a)(ii) .

“ Term A-2 Loan Commitment ” means, for each Term A-2 Loan Lender, the commitment to make a Term A-2 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 A-2 Loan Lender ” means each Lender with a Term A-2 Loan Commitment or holding Term A-2 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 A-2 Loan Note ” means a promissory note of the Borrower that is payable to any Term A-2 Loan Lender, substantially in the form of Exhibit A-2 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term A-2 Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Term A-3 Loan ” is defined in Section 2.1.1(a)(iii) .

“ Term A-3 Loan Commitment ” means, for each Term A-3 Loan Lender, the commitment to make a Term A-3 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 A-3 Loan Lender ” means each Lender with a Term A-3 Loan Commitment or holding Term A-3 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 A-3 Loan Note ” means a promissory note of the Borrower that is payable to any Term A-3 Loan Lender, substantially in the form of Exhibit A-3 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term A-3 Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Term Loan ” means the Term A-1 Loan, the Term A-2 Loan or the Term A-3 Loan, as applicable.

“ 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 Domestic 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 Lease Termination Proceeds ” means the gross cash proceeds received by any Subsidiary Guarantor or any other Loan Party with respect to the termination of any PLM Lease or any portion of the LTC Lease or any other Timber Lease.

“ Timber Leases ” means, collectively, the Timber Deeds, the LTC Lease, the PLM Leases, and any other Domestic lease, sublease or license of real estate by any Subsidiary Guarantor from time to time, together with any replacement thereof.

“ Timber Manager ” means FRC, AFM, 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 (a) is reasonably acceptable to the Administrative Agent and (b) has delivered to the Administrative Agent each of the Timber Manager Documents.

“ 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