CatchMark Timber Trust, Inc. (Form: 10-K, Received: 03/01/2019 16:28:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



x		Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2018
		or
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period from ______ to _______.

Commission File Number 001-36239

CATCHMARK TIMBER TRUST, INC.

(Exact name of registrant as specified in its charter)



Maryland		20-3536671
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
5 Concourse Parkway, Suite 2650, Atlanta, GA		30328
(Address of principal executive offices)		(Zip Code)

(855) 858-9794

Registrant’s telephone number, including area code

____________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of exchange on which registered
Class A Common Stock, $0.01 Par Value Per Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated flier, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company x
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the Class A common stock held by non-affiliates of the registrant as of June 29, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $619.5 million, computed by using the closing price of the Class A common stock as of that date on the New York Stock Exchange of $12.73 per share.

As of February 28, 2019: 49,083,475 shares of the registrant's Class A common stock were outstanding

Documents Incorporated by Reference

Certain portions of the registrant’s definitive proxy statement filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the 2019 annual meeting of the registrant’s stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K as indicated herein.

FORM 10-K

CATCHMARK TIMBER TRUST, INC.

TABLE OF CONTENTS



		Page No.
PART I.
Item 1.	Business		1
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments		28
Item 2.	Properties		28
Item 3.	Legal Proceedings		31
Item 4.	Mine Safety Disclosures		31

PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		31
Item 6.	Selected Financial Data		34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		52
Item 8.	Financial Statements and Supplementary Data		53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		53
Item 9A	Controls and Procedures		53
Item 9B.	Other Information		54

PART III.
Item 10.	Directors, Executive Officers, and Corporate Governance		55
Item 11.	Executive Compensation		56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		56
Item 13.	Certain Relationships and Related Transactions, and Director Independence		56
Item 14.	Principal Accountant Fees and Services		56

PART IV.
Item 15.	Exhibits and Financial Statement Schedules		57
Item 16.	Form 10-K Summary		61

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K of CatchMark Timber Trust, Inc. and subsidiaries (“CatchMark,” “we,” “our,” or “us”) may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, CatchMark, or the executive officers on CatchMark’s behalf, may from time to time make forward-looking statements in other reports and documents CatchMark files with the SEC or in connection with oral statements made to the press, potential investors, or others. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Securities Act and the Exchange Act.

Forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Forward-looking statements in this report relate to anticipated delivery of income, value and long-term

returns through sustainable harvests, well-timed real estate sales, selective acquisitions, joint ventures, and our fee-based asset management business; property performance and anticipated growth in our portfolio; expected uses of cash generated from operations, debt financings and debt and equity offerings; expected sources and adequacy of capital resources and liquidity; distribution policy; change in depletion rates, merchantable timber book value and standing timber inventory volume; anticipated harvest volume and mix of harvest volume; possible interest rate risk

mitigation actions; anticipated non-cash GAAP losses from the unconsolidated Triple T Joint Venture (as defined herein); and other factors that may lead to fluctuations in future net income (loss). Forward-looking statements in this report also relate to the Triple T Joint Venture and include, but are not limited to, statements about the expected benefits of the joint venture, including anticipated harvest volume, financial and operating results and future returns to stockholders; and our plans, objectives, expectations, projections and intentions.

Forward-looking statements are based on a number of assumptions involving judgments and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from our historical experience and

our present expectations. Such risks and uncertainties related to us and the Triple T Joint Venture include those discussed in Item 1A herein and our subsequent reports filed with the SEC. Accordingly, readers are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date that this report is filed with the SEC. We do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

GLOSSARY

The following abbreviations or acronyms may be used in this document and shall have the adjacent meanings set forth below:



AFM		American Forestry Management, Inc.
AgFirst		Agfirst Farm Credit Bank
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
CoBank		CoBank, ACB
Code		Internal Revenue Code
EBITDA		Earnings from Continuing Operations before Interest, Taxes, Depletion, and Amortization
FASB		Financial Accounting Standards Board
FCCR		Fixed Charge Coverage Ratio
FRC		Forest Resource Consultants, Inc.
GAAP		Generally Accepted Accounting Principles in the United States
HBU		Higher and Better Use
HLBV		Hypothetical Liquidation at Book Value
IP		International Paper Company
IPO		Initial Listed Public Offering
IRS		Internal Revenue Service
LIBOR		London Interbank Offered Rate
LTV		Loan-to-Value
MBF		Thousand Board Feet
MPERS		Missouri Department of Transportation & Patrol Retirement System
NCREIF		National Council of Real Estate Investment Fiduciaries
NYSE		New York Stock Exchange
Rabobank		Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.
REIT		Real Estate Investment Trust
RSU		Restricted Stock Unit
SEC		Securities and Exchange Commission
SFI		Sustainable Forest Initiative
TRS		Taxable REIT Subsidiary
TSR		Total Shareholder Return
U.S.		United States
VIE		Variable Interest Entity
WestRock		WestRock Company (formerly known as MeadWestvaco Corporation)

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PART I

ITEM 1. BUSINESS

General

CatchMark Timber Trust, Inc. (" CatchMark Timber Trust ") (NYSE: CTT) owns and operates timberlands located in the United States and has elected to be taxed as a REIT for federal income tax purposes. CatchMark Timber Trust acquires, owns, operates, manages, and disposes of timberland directly, through wholly-owned subsidiaries, or through joint ventures. CatchMark Timber Trust was incorporated in Maryland in 2005 and commenced operations in 2007. CatchMark Timber Trust conducts substantially all of its business through CatchMark Timber Operating Partnership, L.P. (“ CatchMark Timber OP ”), a Delaware limited partnership. CatchMark Timber Trust is the general partner of CatchMark Timber OP , possesses full legal control and authority over its operations, and owns 99.99% of its common partnership units. CatchMark LP Holder, LLC (“ CatchMark LP Holder ”), a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber Trust , is the sole limited partner of CatchMark Timber OP and owns the remaining 0.01% of its common partnership units. In addition, CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly owned subsidiary of CatchMark Timber OP in 2006, is our taxable REIT subsidiary. Unless otherwise noted, references to CatchMark, "we", "us", or "our" herein include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP , and the subsidiaries of CatchMark Timber OP , including CatchMark TRS .

We primarily engage in the acquisition, ownership, operation, management, and disposition of timberland properties located in the United States. We generate recurring income and cash flow from the harvest and sale of timber, as well as from non-timber related revenue sources, such as asset management fees and rent from hunting and recreational leases. When and where we believe appropriate, we also generate income and cash flow from timberland sales. In addition to current income, we expect to realize long-term returns from the biological growth of our standing timber inventory.

We strive to deliver superior, consistent, and predictable per share cash flow growth through disciplined acquisitions, active management, sustainable harvests, and well-timed real estate sales. We intend to grow over time through selective acquisitions and investments in high demand fiber markets and to efficiently integrate new acquisitions and investments into our operations. Operationally, we focus on generating cash flows from sustainable harvests and improved harvest mix on high-quality industrial timberlands, as well as opportunistic land sales and asset management fees to provide recurring dividends to our stockholders. We continue to practice intensive forest management and silvicultural techniques that increase the biological growth of our forests.

We also seek to create additional value by entering into joint ventures with long-term, institutional equity partners to opportunistically acquire, own, and manage timberland properties that fit our core investment strategy. In April 2017, we entered into our first joint venture with MPERS (the "Dawsonville Bluffs Joint Venture"). In July 2018, we entered into a joint venture (the "Triple T Joint Venture") with a consortium of institutional investors (the “Preferred Investors”), including BTG Pactual Timberland Investment Group, Highland Capital Management, Medley Management Inc., and British Columbia Investment Management Corporation. Our joint venture platform drives growth through our fee-based management business that leverages our scale and timberland management efficiencies.

For the years ended December 31, 2018 , 2017 and 2016 , our revenues from timber sales, timberland sales, asset management fees, and other non-timber related sources, as a percentage of our total revenue, are set forth in the table below:

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	2018		2017		2016
Timber sales	71	%	78	%	80	%
Timberland sales	18	%	16	%	15	%
Asset management fees	6	%	—	%	—	%
Other revenues	5	%	6	%	5	%
Total	100	%	100	%	100	%

Segment Information

The following table presents operating revenues by reportable segment:



	For the Year Ended December 31,
(in thousands)	2018		2017		2016
Harvest	$	74,734	$	76,419	$	69,340
Real Estate	17,520		14,768		12,515
Investment Management	5,603		108		—
Total	$	97,857	$	91,295	$	81,855

Current Timberland Holdings

As of December 31, 2018 , we wholly owned interests in approximately 463,100 acres of high-quality industrial timberlands consisting of 19.8 million tons of merchantable timber inventory. Of the wholly-owned timberlands, 445,000 acres were located in six states in the U.S. South and 18,100 acres were located in Oregon. Our timberlands have been intensively managed for sustainable commercial timber production and are located within attractive and desirable fiber baskets encompassing a diverse group of pulp, paper and wood products manufacturing facilities.

In addition to our wholly-owned timber assets, as of December 31, 2018, we owned a common limited partnership interest in the Triple T Joint Venture, which owns 1.1 million acres of high-quality industrial East Texas timberlands with approximately 42.9 million tons of merchantable timber inventory, and we owned a 50% membership interest in the Dawsonville Bluffs Joint Venture, which owns approximately 5,000 acres of high-quality commercial timberlands located in North Georgia with approximately 0.3 million tons of merchantable timber inventory.

Please refer to Item 2 – Properties for more details on our timber and timberland properties.

Our Business and Growth Strategies

Our objective is to produce cash flow and value growth through the ongoing implementation of the following business and growth strategies:

Actively Manage Our Timberlands for Long-Term Results. We seek to maximize long-term returns by actively managing our timberlands to achieve an optimum balance among biological timber growth, current harvest cash flow, and responsible environmental stewardship. Further, we expect to continue making investments in forest technology, including improved seedlings, in order to increase the sustainable yield of our timberlands over the long-term.

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Maximize Profitability on Timber Sales. We actively manage our log merchandising efforts together with delivered and stumpage sales with the goal of achieving the highest available price for our timber products. We compete with other timberland owners on the basis of the quality of our logs, the prices of our logs, our reputation as a reliable supplier, and our ability to meet customer specifications. We will continue to work diligently and proactively with our third-party contractors with a view towards optimizing our logging, hauling, sorting, and merchandising operations to extract the maximum profitability from each of our logs based on the foregoing considerations.

Pursue Attractive Timberland Acquisitions. We seek to identify and acquire high-quality industrial timberland properties, with our average deal size ranging from 10,000 to 40,000 acres. Critical evaluation of prospective property acquisitions is an essential component of our acquisition strategy. When evaluating acquisition opportunities, we assess a full range of matters relating to the prospective timberland property or properties, including, but not limited to:

• Local market dynamics (supply/demand balance);


•	Predominantly softwood merchantable inventory mix;


•	Merchantable inventory/mix (tons per-acre);


•	Sustainable productivity (on a tons per-acre, per-year basis);


•	Quality of existing and prospective customers; and


•	Target cash yields (near-term/long-term).

We expect our transaction pipeline to continue to be driven by term liquidations by closed-end timber funds and overall portfolio rebalancing by other private timberland owners.

We may enter into additional fiber supply agreements with respect to acquired properties in order to ensure a steady source of demand for our incremental timber production.

Opportunistically Sell Timberland Assets. We continuously assess potential alternative uses of our timberlands, as some of our properties may be more valuable for development, conservation, recreational or other rural purposes than for growing timber. We intend to capitalize on the value of our timberland portfolio by opportunistically monetizing timberland properties. When evaluating our land sale opportunities, we assess a full range of matters relating to the timberland property or properties, including, but not limited to:


•	Inventory stocking below portfolio average;


•	Predominantly hardwood merchantable inventory mix; and


•	Poor productivity.

The close proximity of our existing timberlands to several major population centers provides us with opportunities to periodically sell parcels of our land at favorable valuations. We generally expect to monetize 1% to 2% of our fee timberland acreage on an annual basis pursuant to our land sales program, although such results may vary. We may also decide to pursue various land entitlements on certain properties in order to realize higher long-term values on such properties.

Create Value Through Joint Ventures. We seek to create additional value through institutional equity joint ventures to acquire, own, and manage timberland properties that meet our core investment strategy. The timberland properties acquired through the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture fit our profile for high quality assets with excellent stocking. The Triple T Joint Venture offers potentially significant investment returns through incentive-based promotes and attractive long-term, sustainable growth from high-quality timberlands. Our investment in the Dawsonville Bluffs Joint Venture has generated significant earnings and cash flows. Additionally, we have established and expanded our investment management business by managing the day-to-day operations of both joint ventures and earning asset management fee income, which support our dividend and growth strategy.

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Practice Sound Environmental Stewardship. We remain committed to responsible environmental stewardship and sustainable forestry. Our wholly-owned timberlands, except those that have been recently acquired, and timberlands held by the Triple T Joint Venture, have been third-party audited and certified in accordance with the 2015-2019 SFI standards. We are currently taking the necessary procedures to get our recently acquired timberlands third-party audited and certified in accordance with the SFI standards within the next 12 months. SFI standards promote sustainable forest management through recognized core principles, including measures to protect water quality, biodiversity, wildlife habitat and at-risk species. Our timberlands are further managed to meet or exceed all state regulations through the implementation of best management practices as well as internal policies designed to ensure compliance. We believe our continued commitment to environmental stewardship will allow us to maintain our timberlands’ productivity, grow our customer base, and enhance our reputation as a preferred timber supplier.

Financing Strategy

Our long-term financing strategy seeks to maximize balance sheet liquidity and operational flexibility for the purpose of generating current income and attractive long-term returns for our stockholders. We intend to employ prudent amounts of debt and equity financing as a means of providing additional funds for the selective acquisitions of timber assets, to refinance existing debt, or for general corporate purposes. In particular, we seek to maximize balance sheet liquidity and flexibility by:


•	Maintaining sufficient liquidity through borrowing capacity under our credit facilities and cash-on-hand;


•	Minimizing the amount of near-term debt maturities in a single year;


•	Maintaining low to modest leverage;


•	Managing interest rate risk through an appropriate mix of fixed and variable rate debt instruments, either directly or using interest rate swaps, caps or other arrangements; and


•	Maintaining access to diverse sources of capital.

We determine the amount of debt and equity financing to be used when acquiring an asset by evaluating terms available in the credit markets (such as interest rate, repayment provisions and maturity), our cost of equity capital, and our assessment of the particular asset’s risk. Historically, a significant portion of our debt has consisted of long-term borrowings secured by our timber assets.

We anticipate that we will continue to use a number of different sources to finance our operations and selective acquisitions going forward, including cash from operations, proceeds from asset dispositions, funds available under bank credit facilities (which may or may not be secured by our assets), co-investments through partnerships or joint ventures, potential future issuances of common or preferred equity or partnership interests in our operating partnership or any combination of these sources, to the extent available to us, or other sources that may become available from time to time.

Transaction Activities

We executed the following timberland transactions during the three years ended December 31, 2018 :

Acquisitions

During the years ended December 31, 2018 , 2017 , and 2016 , we acquired 18,100 acres, 19,600 acres, and 81,900 acres of timberlands, respectively, totaling 119,600 acres. The properties acquired are well stocked with merchantable pine inventory, located in strong pulpwood and sawtimber markets, and complement our existing timberland portfolio. Together, they added 5.7 million tons to our merchantable timber inventory, averaging 48 tons per acre, comprised of 75% pine plantations by acreage and 55% sawtimber by tons. Our timberland ownership expanded into the Pacific Northwest in 2018.

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On July 6, 2018, we invested $200.0 million in the Triple T Joint Venture in exchange for a common limited partnership interest, exclusive of transaction costs. The Triple T Joint Venture acquired 1.1 million acres of East Texas industrial timberlands (the "Triple T Timberlands") for approximately $1.39 billion. The Triple T Timberlands contained approximately 38.0 million tons of merchantable timber inventory as of the date of acquisition. In April 2017, we entered into the Dawsonville Bluffs Joint Venture which acquired a portfolio of 11,000 acres of commercial timberlands located in North Georgia for an aggregate purchase price of $20.0 million, exclusive of transaction costs.

Land Sales

During the years ended December 31, 2018 , 2017 , and 2016 , we sold 8,500 , 7,700, and 7,300 acres of timberland, respectively. These land sales represented approximately 1.8% , 1.7%, and 1.7%, respectively, of our average fee timberland acreage (based on average quarterly fee timberland acreage) for each year. For the years ended December 31, 2018, 2017, and 2016, the disposed timberlands had an average merchantable timber stocking of 26, 27, and 20 tons per acre, respectively, as compared to approximately 42, 41, and 39 tons per acre for our U.S. South portfolio at the beginning of each respective year.

Large Dispositions

In November 2018, we completed the disposition of 56,100 acres of wholly-owned timberlands located in Texas and Louisiana (the "Southwest Property") for approximately $79.3 million . This large disposition represented approximately 11.9% of our average fee timberland acreage (based on average quarterly fee timberland acreage) for 2018. The disposed timberland acres had an average merchantable timber stocking of 32 tons per acre, as compared to 42 tons per acre for our U.S. South portfolio at the beginning of 2018.

Timber Agreements

Mahrt Timber Agreements

We are party to a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that we will sell specified amounts of timber and make available certain portions of our timberlands to CatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber from CatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the fiber supply agreement are negotiated every two years but are subject to quarterly adjustments based on an index published by TimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the Mahrt Timber Agreements is October 9, 2007 through December 31, 2032, subject to extension and early termination provisions. The Mahrt Timber Agreements ensure a long-term supply of wood fiber products for WestRock in order to meet its paperboard and lumber production requirements at specified mills and provide us with a reliable consumer for the wood products from our timberlands.

For the year ended December 31, 2018 , WestRock purchased approximately 479,000 tons under the Mahrt Timber Agreements, which exceeded the minimum requirement of 408,000 tons. WestRock has historically purchased tonnage that exceeded the minimum requirement under Mahrt Timber Agreements. See Note 7 — Commitments and Contingencies of our accompanying consolidated financial statements for additional information regarding the material terms of the Mahrt Timber Agreements.

We derived approximately 17% of our net timber sales revenue from the Mahrt Timber Agreements in each of the years ended December 31, 2018, 2017 and 2016. For 2019, we are required to make available for purchase by WestRock,

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and WestRock is required to purchase, a minimum of 374,800 tons of timber under the Mahr t Timber Agreements. The decrease in the minimum requirement from the previous year is due to lower planned harvest volumes for 2019 from the timberlands acquired in 2007, which is the basis of deriving minimum requirements under the Mahrt Timber Agreements.

Carolinas Supply Agreement

On June 15, 2016, we assumed a pulpwood supply agreement (the " Carolinas Supply Agreement ") in connection with our largest timberland acquisition since our listing in 2013 excluding our joint venture transactions (the "Carolinas Midlands III transaction"). The Carolinas Supply Agreement requires us to harvest and sell agreed-upon pulpwood volumes to IP and IP is required to purchase these volumes at defined market prices. Through its expiration on November 3, 2026, the Carolinas Supply Agreement is expected to represent between 100,000 to 150,000 tons of our annual harvest.

During the year ended December 31, 2018 , we sold approximately 145,000 tons of timber under the Carolinas Supply Agreement , which exceeded the required 137,000 tons. We derived approximately 5%, 6%, and 4% of our net timber sales revenue from the Carolinas Supply Agreement in 2018, 2017, and 2016, respectively. For 2019, we are required to harvest and sell a minimum of 99,000 tons of timber under the Carolinas Supply Agreement.

Credit Risk of Customers

For the year ended December 31, 2018 , our largest customer, WestRock, represented 20% of our consolidated revenues. IP represented 12% of our consolidated revenues. No other customer represented more than 10% of our consolidated revenues. The loss of WestRock or IP as a customer would have a material adverse effect on our operating results. We sold timber to 67 customers in 2018 , compared to 64 in 2017 .

We are not aware of any reason why our current customers will not be able to pay their contractual amounts as they become due in all material respects.

Competition

We compete with various private and industrial timberland owners as well as governmental agencies that own or manage timberlands in the U.S. South and the Pacific Northwest. Due to transportation and delivery costs, pulp, paper and wood products manufacturing facilities typically purchase wood fiber within a 100-mile radius of their location, which thereby limits, to some degree, the number of significant competitors in any specific regional market. Factors affecting the level of competition in our industry include price, species, grade, quality, proximity to the mill customer, and our reliability and consistency as a supplier. Also, as we seek to acquire timberland assets, we are in competition for targeted timberland tracts with other similar timber investment companies, as well as investors in land for purposes other than growing timber. As a result, we may have to pay more for the timberland tracts to become the owner if another suitable tract cannot be substituted. When it becomes time to dispose of timberland tracts, we will again be in competition with sellers of similar tracts to locate suitable purchasers of timberland.

Seasonality

Our harvest operations are affected by weather conditions, where wet weather could reduce our harvest volume but boost prices due to limited supply, while dry weather could suppress prices due to increases in supply.

Environmental Matters

See Item 1A — Risk Factors, Risk Related to Our Business and Operations for discussions of environmental matters that impact our business.

Employees

As of December 31, 2018 , we had 25 employees.

Access to SEC Filings and Other Information

Our internet website is www.catchmark.com . We make available on the Investor Relations section of our website, free of charge, our Annual Reports to stockholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such documents with, or furnishing such documents to, the SEC. Our documents filed with, or furnished to, the SEC are also available for review at the SEC's website at www.sec.gov .

We include our website addresses throughout this report for reference only. The information contained on our website is not incorporated by reference into this report.

ITEM 1A. RISK FACTORS

Below are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to Our Business and Operations

The cyclical nature of the forest products industry could impair our operating results.

Our operating results are affected by the cyclical nature of the forest products industry. Our operating results depend on timber prices that can experience significant variation and that have been historically volatile. Like other participants in the forest products industry, we have limited direct influence over the timing and extent of price changes for cellulose fiber, timber, and wood products. Although some of the supply agreements we have or expect to enter into in the future fix the price of our harvested timber for a period of time, these contracts may not protect us from the long-term effects of price declines and may restrict our ability to take advantage of price increases.

The demand for timber and wood products is affected primarily by the level of new residential construction activity, repair and remodeling activity, the supply of manufactured timber products, including imports of timber products, and to a lesser extent, other commercial and industrial uses. The demand for timber also is affected by the demand for wood chips in the pulp and paper markets and for hardwood in the furniture and other hardwood industries. The demand for cellulose fiber is related to the demand for disposable products such as diapers and feminine hygiene products. These activities are, in turn, subject to fluctuations due to, among other factors:


•	changes in domestic and international economic conditions;


•	interest and currency rates;


•	population growth and changing demographics; and


•	seasonal weather cycles (for example, dry summers and wet winters).

Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This can result in lower revenues, profits, and cash flows. In addition, increases in the supply of logs and wood products at both the local and national level can lead to downward pressure on prices during favorable price environments. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices. Oversupply can result in lower revenues, profits, and cash flows to us and could negatively impact our results of operations.

Increasing competition from a variety of substitute products could lead to declines in demand for wood products and negatively impact our business.

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Wood products are subject to increasing competition from a variety of substitute products, including products made from engineered wood composites, fiber/cement composites, plastics and steel, as well as import competition from other worldwide suppliers. This could result in lower demand for wood products and impair our operating results.

Our cash distributions are not guaranteed and may fluctuate.

Our board of directors, in its sole discretion, determines the amount of the distributions (including the determination of whether to retain net capital gains income) to be provided to our stockholders. Our board will determine whether to authorize a distribution and the amount of such distribution based on its consideration of a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including those timberlands that have higher-and-better uses. In addition, our board of directors may choose to retain operating cash flow for investment purposes, working capital reserves or other purposes, and these retained funds, although increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Consequently, our distribution levels may fluctuate. Our failure to meet the market’s expectations with regard to future cash distributions likely would adversely affect the market price of our common stock.

We are substantially dependent on our business relationship with WestRock, and our continued success will depend on its economic performance.

The Mahrt Timber Agreements we entered into with WestRock provide that we will sell specified amounts of timber to WestRock, subject to market pricing adjustments and certain early termination rights of the parties. The Mahrt Timber Agreements are intended to ensure a long-term source of supply of wood fiber products for WestRock, in order to meet its paperboard and lumber production requirements at specified mills and provide us with a reliable customer for the wood products from our timberlands. Our financial performance is substantially dependent on the economic performance of WestRock as a consumer of our wood products. Approximately 17% of our net timber sales revenue for 2018 was derived from the Mahrt Timber Agreements, which exceeded the minimum amount of timber that WestRock was required to purchase pursuant to the Mahrt Timber Agreements. If WestRock does not continue to purchase significantly more than the minimum amount of timber it is required to purchase from us, or if WestRock becomes unable to purchase the required minimum amount of timber from us, there could be a material adverse effect on our business and financial condition.

In addition, in the event of a force majeure impacting WestRock, which is defined by the Mahrt Timber Agreements to include, among other things, lightning, fires, storms, floods, infestation, other acts of God or nature, power failures and labor strikes or lockouts by employees, the amount of timber that WestRock is required to purchase in the calendar year would be reduced pro rata based on the period during which the force majeure was in effect and continuing. If the force majeure is in effect and continuing for 15 days or more, WestRock would not be required to purchase the timber that was not purchased during the force majeure period. If the force majeure is in effect and continuing for fewer than 15 days, WestRock would have up to 180 days after the termination of the force majeure period to purchase the timber that was not purchased during the force majeure period. As a result, the occurrence of a force majeure under the terms of the Mahrt Timber Agreements could adversely impact our business and financial condition.

If we are unable to find suitable investments or pay too much for properties, we may not be able to achieve our investment objectives, and the returns on our investments will be lower than they otherwise would be.

A key component of our business and growth strategies is to pursue timberland acquisition opportunities. Our ability to identify and acquire desirable timberlands depends upon the performance of our management team in the selection of our investments. We also face significant competition in pursuing timberland investments from other REITs; real estate limited partnerships, pension funds and their advisors; bank and insurance company investment accounts; school and university endowments; individuals; and other entities. The market for high-quality timberland is highly competitive given how infrequently those assets become available for purchase. As a result, many real estate investors have built

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up their cash positions and face aggressive competition to purchase quality timberland assets. A significant number of entities and resources competing for high-quality timberland properties support relatively high acquisition prices for such properties, which may reduce the number of acquisition opportunities available to, or affordable for, us and could put pressure on our profitability and our ability to pay distributions to stockholders. In addition, our future acquisitions, if any, may not perform in accordance with our expectations. Finally, we anticipate financing these acquisitions through proceeds from debt or equity offerings (including offerings of partnership units by our operating partnership), borrowings, cash from operations, proceeds from asset dispositions, or any combination thereof, and our inability to finance acquisitions on favorable terms or the failure of any acquisitions to conform to our expectations could adversely affect our results of operations. We cannot assure you that we will be successful in obtaining suitable investments on financially attractive terms, that we will be able to finance the purchase of such investments or that, if we make investments, our objectives will be achieved.

We depend on external sources of capital for future growth, and our ability to access the capital markets may be restricted.

Our ability to finance our growth is, to a significant degree, dependent on external sources of capital. Our ability to access such capital on favorable terms could be hampered by a number of factors, many of which are outside of our control, including, without limitation, a decline in general market conditions, decreased market liquidity, increases in interest rates, an unfavorable market perception of our growth potential, including our joint venture strategy, a decrease in our current or estimated future earnings or a decrease in the market price of our common stock. In addition, our ability to access additional capital may be limited by the terms of our bylaws, which restrict our incurrence of debt, and by our existing indebtedness, which, among other things, restricts our incurrence of debt and the payment of dividends. Any of these factors, individually or in combination, could prevent us from being able to obtain the capital we require on terms that are acceptable to us, and the failure to obtain necessary capital could materially adversely affect our future growth.

As a relatively small public company, our general and administrative expenses are a larger percentage of our total revenues than many other public companies, which may have a greater effect on our financial performance and may reduce cash available for distribution to our stockholders.

Our total assets as of December 31, 2018 were $804.8 million and our revenues for the year ended December 31, 2018 were $97.9 million . Because our company is smaller than many other publicly-traded REITs, our general and administrative expenses are, and will continue to be, a larger percentage of our total revenues than many other public companies. If we are unable to access external sources of capital and grow our business, our general and administrative expenses will have a greater effect on our financial performance and may reduce the amount of cash flow available to distribute to our stockholders.

We depend on FRC and AFM to manage our timberlands, and a loss of the services of one or both of them could jeopardize our ongoing operations.

We are party to timberland operating agreements with FRC and AFM (together, the "Forest Managers"), which are renewable on an annual basis. Pursuant to these agreements, we depend upon our Forest Managers to manage and operate our timberlands and related timber operations and to ensure delivery of timber to our customers. To the extent we lose the services of our Forest Managers, we are unable to obtain the services of our Forest Managers at a reasonable price, or our Forest Managers do not perform the services in accordance with the timberland operating agreements, our results of operations may be adversely affected.

Our real estate investment activity is concentrated in timberlands, making us more vulnerable economically than if our investments were diversified.

We have only acquired timberlands and expect to make additional timberlands acquisitions in the future. We are subject to risks inherent in concentrating investments in real estate. The risks resulting from a lack of diversification become even greater as a result of our strategy to invest primarily, if not exclusively, in timberlands. A downturn in the real

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estate industry generally or the timber or forest products industries specifically could reduce the value of our properties and could require us to recognize impairment losses from our properties. A downturn in the timber or forest products industries also could prevent our customers from making payments to us and, consequently, would prevent us from meeting debt service obligations or making distributions to our stockholders. The risks we face may be more pronounced than if we diversified our investments outside real estate or outside timberlands.

Our timberlands are located in the U.S. South and, to a lesser extent, in the Pacific Northwest, and adverse economic and other developments in these areas could have a material adverse effect on us.

Our timberlands are located in the U.S. South and, to a lesser extent, in the Pacific Northwest. As a result, we may be susceptible to adverse economic and other developments in these regions, including industry slowdowns, business layoffs or downsizing, relocations of businesses, changes in demographics, increases in real estate and other taxes and increased regulation, any of which could have a material adverse effect on us.

In addition, the geographic concentration of our property makes us more susceptible to adverse impacts from a single natural disaster such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other factors that could negatively impact our timber production.

We depend on third parties for logging and transportation services, and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.

We depend on logging and transportation services provided by truck by third parties. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all. During the global financial crisis and subsequent downturn in U.S. housing starts, timber harvest volumes declined significantly. As a result, many logging contractors, particularly cable logging operators in the U.S. West, permanently shut down their operations. As harvest levels have returned to higher levels with the recovery in U.S. housing starts, this shortage of logging contractors has resulted in sharp increases in logging costs and in the availability of logging contractors. It is expected that the supply of qualified logging contractors will be impacted by the availability of debt financing for equipment purchases as well as a sufficient supply of adequately trained loggers. As housing starts continue to recover, harvest levels are expected to increase, placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or increases in transportation rates or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.

We depend on the efforts and expertise of our key executive officers and would be adversely affected by the loss of their services.

We depend on the efforts and expertise of our Chief Executive Officer, our Chief Financial Officer and our Senior Vice President, Forest Resources to execute our business strategy, and we cannot guarantee their continued service. The loss of their services, and our inability to find suitable replacements, would have an adverse effect on our business. In addition, our asset management agreement with the Triple T Joint Venture includes a "key man" provision requiring us to find a suitable replacement if Jerry Barag, our Chief Executive Officer, ceases to be employed by us. If we fail to find such suitable replacement within a certain period of time, in certain circumstances, the Preferred Investors in the Triple T Joint Venture have the right to terminate the asset management agreement, which would have an adverse effect on our business.

If we fail to maintain an effective system of disclosure controls and procedures and integrated internal controls, we may not be able to report our financial results accurately, which could have a material adverse effect on us.

We are required to report our operations on a consolidated basis in accordance with GAAP. If we fail to maintain proper overall business controls, our results of operations could be harmed or we could fail to meet our reporting obligations.

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In addition, the existence of a material weakness or significant deficiency could result in errors in our financial statements that could require a restatement, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, which could have a material adverse effect on us. In the case of any joint ventures we might enter into but do not manage, we may also be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, overall business controls that are not under our control, which could have a material adverse effect on us. In addition, we rely on our Forest Managers and their systems to provide us with certain information related to our operations, including our timber sales. Although we review such information prior to incorporating it into our accounting systems, we cannot assure the accuracy of such information. If the Forest Managers’ systems fail to accurately report to us the information on which we rely, we may not be able to accurately report our financial results, which could have a material adverse effect on us.

The costs requirements of complying with the Exchange Act and the Sarbanes-Oxley Act may strain our resources and occupy the time and energies of management.

We are subject to the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), including Section 404 of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires that we maintain and certify that we have effective disclosure controls and procedures and internal control over financial reporting. The effort to comply with these requirements and maintain effective internal controls may divert management’s attention from other business concerns, which could adversely affect our business, financial condition or results of operations.

We have experienced net losses historically and may experience losses again in the future.

From our inception through the end of 2018 , other than in 2014, we have incurred net losses. Historical net losses have generally been a result of non-cash charges, including depletion expense. If we are unable to generate net income in the future, and continue to incur net losses, our financial condition, results of operations, cash flows, and our ability to service our indebtedness and make distributions to our stockholders could be materially and adversely affected, which could adversely affect the market price of our common stock.

We are subject to the credit risk of our customers. The failure of any of our customers to make payments due to us under supply agreements could have an adverse impact on our financial performance.

Current and future customers who agree to purchase our timber under supply contracts will range in credit quality from high to low. We assume the full credit risk of these parties, as we have no payment guarantees under the contract or insurance if one of these parties fails to make payments to us. While we intend to continue acquiring timberlands in well-developed and active timber markets with access to numerous customers, we may not be successful in this endeavor. Depending upon the location of any additional timberlands we acquire and the supply agreements we enter into, our supply agreements may be concentrated among a small number of customers. Even though we may have legal recourse under our contracts, we may not have any practical recourse to recover payments from some of our customers if they default on their obligations to us. Any bankruptcy or insolvency of our customers, or failure or delay by these parties to make payments to us under our agreements, would cause us to lose the revenue associated with these payments and adversely impact our cash flow, financial condition, and results of operations.

We intend to sell portions of our timberlands, either because they are HBU properties or in response to changing conditions, but if we are unable to sell these timberlands promptly or at the price that we anticipate, our land sale revenues may be reduced, which could reduce the cash available for distribution to our stockholders.

On an annual basis, we intend to sell approximately 1% to 2% of our fee timberland acreage, specifically timberlands that we have determined have become more valuable for development, recreational, conservation and other uses than for growing timber, which we refer to as HBU properties. We intend to use the proceeds from these sales to support our distributions to our stockholders. We may also sell portions of our timberland from time to time in response to changing economic, financial or investment conditions. Because timberlands are relatively illiquid investments, our

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ability to promptly sell timberlands is limited. The following factors, among others, may adversely affect the timing and amount of our income generated by sales of our timberlands:


•	general economic conditions;


•	availability of funding for governmental agencies, developers, conservation organizations, individuals and others to purchase our timberlands for recreational, conservation, residential or other purposes;


•	local real estate market conditions, such as oversupply of, or reduced demand for, properties sharing the same or similar characteristics as our timberlands;


•	competition from other sellers of land and real estate developers;


•	weather conditions or natural disasters having an adverse effect on our properties;


•	relative illiquidity of real estate investments;


•	forestry management costs associated with maintaining and managing timberlands;


•	changes in interest rates and in the availability, cost and terms of debt financing;


•	impact of federal, state and local land use and environmental protection laws;


•	changes in governmental laws and regulations, fiscal policies and zoning ordinances, and the related costs of compliance with laws and regulations, fiscal policies and ordinances; and


•	it may be necessary to delay sales in order to minimize the risk that gains would be subject to the 100% prohibited transactions tax.

In acquiring timberlands and in entering into long-term supply agreements, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond quickly to market opportunities could adversely impact our results of operations and reduce our cash available to pay distributions to our stockholders.

Large-scale increases in the supply of timber may affect timber prices and reduce our revenues.

The supply of timber available for sale in the market could increase for a number of reasons, including producers introducing new capacity or increasing harvest levels. Some governmental agencies, principally the U.S. Department of Agriculture's Forest Service (the "U.S.D.A. Forest Service") and the U.S. Department of the Interior’s Bureau of Land Management, own large amounts of timberlands. If these agencies choose to sell more timber from their holdings than they have been selling in recent years, timber prices could fall and our revenues could be reduced. Any large reduction in the revenues we expect to earn from our timberlands would reduce the returns, if any, we are able to achieve for our stockholders.

Uninsured losses relating to the timberlands we own and may acquire may reduce our stockholders’ returns.

The volume and value of timber that can be harvested from the timberlands we own and may acquire may be limited by natural disasters such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding, and other weather conditions and natural disasters, as well as other causes such as theft, trespass, condemnation or other casualty. We do not intend to maintain insurance for any loss to our standing timber from natural disasters or other causes. Any funds used for such losses would reduce cash available for distributions to our stockholders.

Harvesting our timber may be subject to limitations that could adversely affect our results of operations.

Our primary assets are our timberlands. Weather conditions, timber growth cycles, property access limitations, availability of contract loggers and haulers, and regulatory requirements associated with the protection of wildlife and water resources may restrict our ability to harvest our timberlands. Other factors that may restrict our timber harvest include damage to our standing timber by fire, hurricane, earthquake, insect infestation, drought, disease, ice storms,

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windstorms, flooding and other weather conditions and natural disasters. Changes in global climate conditions could intensify one or more of these factors. Although damage from such causes usually is localized and affects only a limited percentage of standing timber, there can be no assurance that any damage affecting our timberlands will in fact be so limited. As is common in the forest products industry, we do not maintain insurance coverage for damage to our timberlands. Furthermore, we may choose to invest in timberlands that are intermingled with sections of federal land managed by the U.S.D.A. Forest Service or other private owners. In many cases, access might be achieved only through a road or roads built across adjacent federal or private land. In order to access these intermingled timberlands, we would need to obtain either temporary or permanent access rights to these lands from time to time. Our revenue, net income, and cash flow from our operations will be dependent to a significant extent on the continued ability to harvest timber on our timberlands at adequate levels and in a timely manner. Therefore, if we were to be restricted from harvesting on a significant portion of our timberlands for a prolonged period of time, or if material damage to a significant portion of our standing timber were to occur, then our results of operations could be adversely affected.

We face possible liability for environmental clean-up costs and wildlife protection laws related to the timberlands we acquire, which could increase our costs and reduce our profitability and cash distributions to our stockholders.

Our business is subject to laws, regulations, and related judicial decisions and administrative interpretations relating to, among other things, the protection of timberlands, endangered species, timber harvesting practices, recreation and aesthetics, and the protection of natural resources, air and water quality that are subject to change and frequently enacted. These changes may adversely affect our ability to harvest and sell timber and to remediate contaminated properties. We are subject to regulation under, among other laws, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the National Environmental Policy Act and the Endangered Species Act, as well as comparable state laws and regulations. Violations of various statutory and regulatory programs that apply to our operations could result in civil penalties; damages, including natural resource damages; remediation expenses; potential injunctions; cease-and-desist orders; and criminal penalties.

Laws and regulations protecting the environment have generally become more stringent in recent years and could become more stringent in the future. Some environmental statutes impose strict liability, rendering a person liable for environmental damage without regard to the person’s negligence or fault. We may acquire timberlands subject to environmental liabilities, such as clean-up of hazardous substance contamination and other existing or potential liabilities of which we are not aware, even after investigations of the properties. We may not be able to recover any of these liabilities from the sellers of these properties. The cost of these clean-ups could therefore increase our operating costs and reduce our profitability and cash available to make distributions to our stockholders. The existence of contamination or liability also may materially impair our ability to use or sell affected timberlands.

The Endangered Species Act and comparable state laws protect species threatened with possible extinction. At least one species present on our timberlands has been, and in the future more may be, protected under these laws. Protection of threatened and endangered species may include restrictions on timber harvesting, road-building, and other forest practices on private, federal, and state land containing the affected species. The size of the area subject to restriction varies depending on the protected species at issue, the time of year, and other factors, but can range from less than one acre to several thousand acres.

The Clean Water Act regulates the direct and indirect discharge of pollutants into the waters of the United States. Under the Clean Water Act, it is unlawful to discharge any pollutant from a “point source” into navigable waters of the United States without a permit obtained under the National Pollutant Discharge Elimination System ("NPDES") permit program of the U.S. Environmental Protection Agency (the "EPA"). Storm water from roads supporting timber operations that is conveyed through ditches, culverts and channels are exempted by EPA rule from this permit requirement and Congress amended Section 402(1) of the Clean Water Act in 2014 to prohibit the requirement of NPDES permits for discharge of runoff associated with silvicultural activities conducted in accordance with standard industry practice, leaving those sources of water discharge to state regulation. The scope of these state regulations vary by state and are subject to change, legal challenges and legislative responses. To the extent we are subject to future

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federal or state regulation of storm water runoff from roads supporting timber operations, our operational costs to comply with such regulations could increase and our results of operations could be adversely affected.

Our estimates of the timber growth rates on our properties may be inaccurate, which would impair our ability to realize expected revenues from those properties.

We rely upon estimates of the timber growth rates and yield when acquiring and managing timberlands. These estimates are central to forecasting our anticipated timber revenues and expected cash flows. Growth rates and yield estimates are developed by forest statisticians using measurements of trees in research plots on a property. The growth equations predict the rate of height and diameter growth of trees so that foresters can estimate the volume of timber that may be present in the tree stand at a given age. Tree growth varies by soil type, geographic area, and climate. Inappropriate application of growth equations in forest management planning may lead to inaccurate estimates of future volumes. If these estimates are inaccurate, our ability to manage our timberlands in a profitable manner will be diminished, which may cause our results of operations to be adversely affected.

Changes in assessments, property tax rates, and state property tax laws may reduce our net income and our ability to make distributions to our stockholders.

Our expenses may be increased by assessments of our timberlands and changes in property tax laws. We generally intend to hold our timberlands for a substantial amount of time. Property values tend to increase over time, and as property values increase, the related property taxes generally also increase, which would increase the amount of taxes we pay. In addition, changes to state tax laws or local initiatives could also lead to higher tax rates on our timberlands. Because each parcel of a large timberland property is independently assessed for property tax purposes, our timberlands may receive a higher assessment and be subject to higher property taxes. In some cases, the cost of the property taxes may exceed the income that could be produced from that parcel if we continue to hold it as timberland. If our timberlands become subject to higher tax rates, such costs could have a material adverse effect on our financial condition, results of operations and ability to make distributions to our stockholders.

Changes in land uses in the vicinity of our timberlands may increase the amount of the property that we classify as HBU properties, and property tax regulations may reduce our ability to realize the values of those HBU properties.

An increase in the value of other properties in the vicinity of our timberlands may prompt us to sell parcels of our land as HBU properties. Local, county and state regulations may prohibit us from, or penalize us for, selling a parcel of timberland for real estate development. Some states regulate the number of times that a large timberland property may be subdivided within a specified time period, which would also limit our ability to sell our HBU property. In addition, in some states timberland is subject to certain property tax policies that are designed to encourage the owner of the timberland to keep the land undeveloped. These policies may result in lower taxes per acre for our timberlands as long as they are used for timber purposes only. However, if we sell a parcel of timberland in such states as HBU property, we may trigger tax penalties, which could require us to repay all of the tax benefits that we have received. Our inability to sell our HBU properties on terms that are favorable to us could negatively affect our financial condition and our ability to make distributions to our stockholders.

We may be unable to properly estimate non-timber revenues from any properties that we acquire, which would impair our ability to acquire attractive properties, as well as our ability to derive the anticipated revenues from those properties.

If we acquire additional properties, we likely will expect to realize revenues from timber and non-timber-related activities, such as the sale of conservation easements and recreational leases. Non-timber activities can contribute significantly to the revenues that we derive from a particular property. We will rely on estimates to forecast the amount and extent of revenues from non-timber-related activities on our timberlands. If our estimates concerning the revenue from non-timber-related activities are incorrect, we will not be able to realize the projected revenues. If we are unable to realize the level of revenues that we expect from non-timber activities, our revenues from the underlying timberland

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would be less than expected and our results of operations and ability to make distributions to our stockholders may be negatively impacted.

The impacts of any climate-related legislation or regulation remain uncertain at this time.

There are several international, federal and state-level proposals addressing domestic and global climate issues. Generally, such proposals in the United States could impose regulation or taxation on the production of carbon dioxide and other “greenhouse gases” in an attempt to reduce emissions to the atmosphere, and provide tax and other incentives to produce and use more “clean energy.” Any future legislative and regulatory activity in this area could, in some way, affect us, but it is unclear at this time whether any such impact would be positive, negative or significant.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.

Changes in energy and fuel costs could affect our financial condition and results of operations.

Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and substantial increases due to factors beyond our control, such as changing economic conditions, political unrest, instability in energy-producing nations, and supply and demand considerations. Increases in the price of oil could adversely affect our business, financial condition and results of operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our products and the cost and availability of third-party logging and hauling contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber customers as well as in defining economically accessible timber stands. Such factors could in turn have a material adverse effect on our business, financial condition and results of operations.

We may fail to realize some or all of the anticipated benefits of the Triple T Joint Venture or those benefits may take longer to realize than expected. We also may encounter significant difficulties in managing the business and operations of the Triple T Timberlands for the Triple T Joint Venture. The future results of our company will suffer if we do not effectively manage the Triple T Timberlands on behalf of the Triple T Joint Venture or if the results of the Triple T Joint Venture do not meet our expectations.

Our ability to realize the anticipated benefits of the Triple T Joint Venture depends, in part, on our ability to successfully manage the business and operations of the Triple T Timberlands acquired by the Triple T Joint Venture. Following the consummation of the Triple T Joint Venture, the number of acres of timberlands under our management has increased significantly. The management and operation of a newly-acquired business can be a complex, costly and time-consuming process. As a result, we may be required to devote significant management attention and resources to managing the business practices and operations of the Triple T Timberlands for the Triple T Joint Venture. The transition of the Triple T Timberlands management to us may disrupt our business and the business of the Triple T Timberlands

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and, if implemented ineffectively, could restrict the full realization of the anticipated benefits of the Triple T Joint Venture. The failure to meet the challenges involved in the management of the business and operations of the Triple T Timberlands and to realize the anticipated benefits of the Triple T Joint Venture could cause an interruption of, or a loss of momentum in, our business activities or those of the Triple T Timberlands and could adversely impact our business, financial condition and results of operations. In addition, the overall management of the business and operations of the Triple T Timberlands may result in material unanticipated problems, expenses, liabilities, loss of customers and diversion of our management’s and employees’ attention.

The challenges in our ability to realize the anticipated benefits of the Triple T Joint Venture include the factors identified elsewhere herein relating to the timberlands business, and include, but are not limited to:


•	the Triple T Joint Venture’s dependency on, and obligations under, long-term third-party customer contracts;


•	our partners in the Triple T Joint Venture have significant governance rights, including major decision rights on management and operational matters, and we may arrive at an impasse with these partners relating to one or more of these matters;


•	our asset management fees from the Triple T Joint Venture are subject to deferral if certain financial objectives are not obtained;


•	the right of the preferred investors to receive a preferred return and a return of capital in priority to us;


•	our asset management agreement with the Triple T Joint Venture is subject to termination, including upon the failure of the Triple T Joint Venture to meet certain financial and operational performance objectives;


•	volatility in the market prices of forest products;


•	challenges in keeping existing customers and obtaining new customers;


•	challenges in retaining, attracting and assimilating key personnel, including personnel that are considered key to the future success of the business of the Triple T Joint Venture;


•	obligations and restrictions imposed by the financing arrangements of the Triple T Joint Venture; and


•	challenges in keeping key business relationships in place.

Many of these factors are outside of our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenues, earnings, and cash flows, and diversion of management’s time and energy, which could have a material adverse effect on the business of the Triple T Joint Venture and/or us.

In addition, even if the business and operations of the Triple T Timberlands are transitioned successfully to our management, the full benefits of the transaction may not be realized. These benefits may not be achieved within the anticipated time frame, or at all, and additional unanticipated costs may be incurred. Furthermore, the Triple T Timberlands may have unknown or contingent liabilities that were not discovered during the course of due diligence. These liabilities could include exposure to unexpected environmental problems, compliance and regulatory violations, key employee and client retention problems and other problems that could result in significant costs to the Triple T Joint Venture.

All of these factors could negatively impact the asset management fees we expect to earn from the Triple T Joint Venture, the value of our investment in the Triple T Joint Venture and the returns we anticipate receiving from the Triple T Joint Venture, all of which could negatively impact the price of our common stock, or have a material adverse effect on our business, financial condition and results of operations.

Actions of joint venture partners could negatively impact our performance.

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We have entered into joint ventures (including the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture) and may enter into additional joint ventures in the future, including, but not limited to, joint ventures involving the ownership and management of timberlands. Such joint venture investments may involve risks not otherwise present with a direct investment in timberlands, including, without limitation:


•	the risk that a joint venture may not be able to make payments under, or refinance on attractive terms or at all, its financing arrangements, including secured financings pursuant to which defaults could result in lenders foreclosing on the joint venture's assets;


•	the risk that a joint venture partner may at any time have economic or business interests or goals which are, or which become, inconsistent with our business interests or goals;


•	the risk that a joint venture partner may be in a position to take actions that are contrary to the agreed upon terms of the joint venture, our instructions or our policies or objectives;


•	the risk that we may incur liabilities as a result of an action taken by a joint venture partner;


•	the risk that disputes between us and a joint venture partner may result in litigation or arbitration that would increase our expenses and occupy the time and attention of our officers and directors;


•	the risk that no joint venture partner may have the ability to unilaterally control the joint venture with respect to certain major decisions, and as a result an irreconcilable impasse may be reached with respect to certain decisions;


•	the risk that we may not be able to sell our interest in a joint venture when we desire to exit the joint venture, or at an attractive price; and


•	the risk that, if we have a contractual right or obligation to acquire a joint venture partner’s ownership interest in the joint venture, we may be unable to finance such an acquisition if it becomes exercisable or we may be required to purchase such ownership interest at a time when it would not otherwise be in our best interest to do so.

The occurrence of any of the foregoing risks with respect to a joint venture could have an adverse effect on the financial performance of such joint venture, which could in turn have an adverse effect on our financial performance and the value of an investment in our company.

In the event that we make international investments, we will be subject to changes in global market trends that could adversely impact our ability to make distributions to our stockholders.

We may determine to acquire timberlands located in timber-producing regions outside the United States. These international investments could cause our business to be subject to unexpected, uncontrollable and rapidly changing events and circumstances in addition to those experienced in U.S. locations. Adverse changes in the following factors, among others, could have a negative impact on our business, results of operations, and financial condition:


•	effects of exposure to currency other than U.S. dollars, due to having non-U.S. customers and foreign operations;


•	potentially adverse tax consequences and restrictions on the repatriation of earnings;


•	regulatory, social, political, labor or economic conditions in a specific country or region; and


•	trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, and import and export licensing requirements.

Risks Related to Our Organizational Structure

Our board of directors may change significant corporate policies without stockholder approval.

Our investment, financing, borrowing and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, are determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. As a result, the ability of our stockholders to control our policies and practices is extremely limited. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal and regulatory requirements, including the listing standards of the NYSE. A change in these policies could have an adverse effect on our financial condition, results of operations and cash flows, the trading price of our common stock, our ability to satisfy our debt service obligations, and our ability to make distributions to our stockholders.

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Our board of directors may increase the number of authorized shares of stock and issue stock without stockholder approval, including in order to discourage a third party from acquiring our company in a manner that could result in a premium price to our stockholders.

Subject to applicable legal and regulatory requirements, our charter authorizes our board of directors, without stockholder approval, to amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into other classes or series of stock and to set the preferences, rights and other terms of such classified or unclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. In addition, our board of directors could establish a series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders may believe is in their best interests.

In order to preserve our status as a REIT, our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price for our common stock or otherwise benefit our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT for U.S. federal income tax purposes. Unless exempted by our board of directors (prospectively or retroactively), no person may actually or constructively own more than 9.8% in value of the outstanding shares of our capital stock or more than 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of our common stock. This restriction may have the effect of delaying, deferring, or preventing a change in control of our company, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for our common stock or otherwise be in the best interest of our stockholders.

Certain provisions of Maryland law could inhibit changes in control of us, which could lower the value of our common stock.

Certain provisions of the Maryland General Corporation Law (the "MGCL") may have the effect of inhibiting or deterring a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•

“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose super majority stockholder voting requirements unless certain minimum price conditions are satisfied; and

•

“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

We have opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of our board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in our bylaws. However, in the future, our board of directors may by resolution elect to opt in to the business

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combination provisions of the MGCL and our board of directors may, by amendment to our bylaws and without stockholder approval, opt in to the control share provisions of the MGCL.

Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then current market price.

In addition, the advance notice provisions of our bylaws could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our stockholders may believe to be in their best interests. Likewise, if our board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3, Subtitle 8 of the MGCL, or if the provision in our bylaws opting out of the control share acquisition provisions of the MGCL were rescinded by our board of directors, these provisions of the MGCL could have similar anti-takeover effects.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders' recourse in the event of actions that the stockholders do not believe are in their best interests.

Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to us. As permitted by the MGCL, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:


•	actual receipt of an improper benefit or profit in money, property or services; or


•	a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

In addition, our charter obligates us to indemnify our directors and officers for actions taken by them in that capacity to the maximum extent permitted by Maryland law. The indemnification agreements that we entered into with our directors and certain of our officers also require us to indemnify these directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholder may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, the stockholders' ability to recover damages from such director or officer will be limited. In addition, we are obligated to advance the defense costs incurred by our directors and our officers and may, in the discretion of our board of directors, advance the defense costs incurred by our employees and other agents in connection with legal proceedings.

Risks Related to Our Debt Financing

Our existing indebtedness and any future indebtedness we may incur could adversely affect our financial health and operating flexibility.

We are party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018 (the "2018 Amended Credit Agreement"), with a syndicate of lenders, including CoBank, that provides for a senior secured credit facility of up to $643.6 million , which includes four term loan facilities totaling $408.6 million , a $35 million revolving credit facility, and a $200 million multi-draw credit facility. We had a total of $478.6 million outstanding as of December 31, 2018 , of which $408.6 million were outstanding term loans, and $70.0 million was outstanding under out multi-draw term facility.

Our existing indebtedness and any indebtedness we may incur in the future could have important consequences to us and the trading price of our common stock, including:

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•	limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy or other purposes;


•	limiting our ability to use operating cash flow in other areas of our business because we must dedicate a portion of these funds to service the debt;


•	increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates;


•	limiting our ability to capitalize on business opportunities, including the acquisition of additional properties, and to react to competitive pressures and adverse changes in government regulation;


•	limiting our ability or increasing the costs to refinance indebtedness;


•	limiting our ability to enter into marketing and hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions;


•	forcing us to dispose of one or more properties, possibly on disadvantageous terms;


•	forcing us to sell additional equity securities at prices that may be dilutive to existing stockholders;


•	causing us to default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate our debt obligations, foreclose on the properties that secure their loans and take control of our properties that secure their loans and collect rents and other property income; and


•	in the event of a default under any of our recourse indebtedness or in certain circumstances under our mortgage indebtedness, we would be liable for any deficiency between the value of the property securing such loan and the principal and accrued interest on the loan.

If any one of these events were to occur, our financial condition, results of operations, cash flow and our ability to satisfy our principal and interest obligations could be materially and adversely affected.

Our financial condition could be adversely affected by financial and other covenants and other provisions under the 2018 Amended Credit Agreement or other debt agreements.

Pursuant to the 2018 Amended Credit Agreement, we are required to comply with certain financial and operating covenants, including, among other things, covenants that require us to maintain certain leverage, coverage and LTV ratios and a minimum liquidity balance and covenants that prohibit or restrict our ability to incur additional indebtedness, grant liens on our real or personal property, make certain investments, dispose of our assets and enter into certain other types of transactions. The 2018 Amended Credit Agreement also prohibits us from declaring, setting aside funds for, or paying any dividend, distribution, or other payment to our stockholders other than as required to maintain our REIT qualification if our LTV ratio is greater than 50%. We may only declare and pay distributions not required to maintain our REIT status if our LTV ratio does not exceed 50% and we maintain a minimum fixed-charge coverage ratio of 1.05:1.00, and a minimum liquidity balance, as defined by the 2018 Amended Credit Agreement, of $25 million. Failure to comply with any of these covenants would likely result in us being prohibited from making any distributions.

Our credit agreement also subjects us to mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting our ability to make distributions under certain circumstances. Provided that no event of default has occurred and the LTV ratio, calculated after giving effect to the disposition, does not exceed 42.5%, the mandatory prepayment requirement excludes (1) net real property disposition proceeds until the aggregate amount of such proceeds received during any fiscal year exceeds 2% of the bank value of the timberlands; (2) lease termination proceeds until the amount of such proceeds exceeds 0.5% of the bank value of the timberlands in a single termination or 1.5% in aggregate over the term of the facility; and (3) net real property disposition proceeds from large property dispositions, as defined, to the extent the proceeds are used within 270 days of receipt for acquisition of additional real property that will be subject to the lien of the 2018 Amended Credit Agreement. These restrictions may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. In addition, a breach of these covenants or other event of default would

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allow CoBank to accelerate payment of the loan. Given the restrictions in our debt covenants on these and other activities, we may be significantly limited in our operating and financial flexibility and may be limited in our ability to respond to changes in our business or competitive activities in the future.

Our ability to comply with these covenants and other provisions may be affected by events beyond our control, and we cannot assure you that we will be able to comply with these covenants and other provisions. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against collateral granted to them, if any, to secure the indebtedness. If our current or future lenders accelerate the payment of the indebtedness owed to them, we cannot assure you that our assets would be sufficient to repay in full our outstanding indebtedness, including the loans under the 2018 Amended Credit Agreement.

We may incur additional indebtedness which could increase our business risks and may reduce the value of your investment.

We have acquired, and in the future may acquire, real properties by borrowing funds. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties. We may also borrow funds if needed to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We may also borrow funds if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. Our bylaws do not limit us from incurring debt until our aggregate debt would exceed 200% of our net assets.

Significant borrowings by us increase the risks of a stockholder’s investment. If there is a shortfall between the cash flow from our properties and the cash flow needed to service our indebtedness, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of a stockholder’s investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages or other indebtedness contains cross-collateralization or cross-default provisions, a default on a single loan could affect multiple properties.

Our decision to hedge against interest rate changes may have a material adverse effect on our financial results and condition, and there is no assurance that our hedges will be effective.

We use interest rate hedging arrangements in order to manage our exposure to interest rate volatility. These hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income that we may earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may result in higher interest rates than we would otherwise pay. Moreover, no amount of hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We also depend on the business of our subsidiaries to satisfy our cash needs. If we cannot generate the required cash, we may not be able to make the necessary payments on our indebtedness.

Our ability to make payments on our indebtedness, including the loans under the 2018 Amended Credit Agreement, and to fund planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate

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cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We conduct our operations primarily through our subsidiaries. As a result, our ability to service our debt, including our obligations under the 2018 Amended Credit Agreement and other obligations, depends largely on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.

Additionally, our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. We cannot assure you that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the loans under the 2018 Amended Credit Agreement, or to fund our other liquidity needs and make necessary capital expenditures.

If our cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to sell assets, seek additional capital or restructure or refinance our debt. We cannot assure you that the terms of our debt will allow for these alternative measures or that such measures would satisfy our scheduled debt service obligations.

If we cannot make scheduled payments on our debt:


•	the holders of our debt could declare all outstanding principal and interest to be due and payable;


•	the holders of our secured debt could commence foreclosure proceedings against our assets; and


•	we could be forced into bankruptcy or liquidation.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A portion of our outstanding and potential future debt, including under the 2018 Amended Credit Agreement, bears or will bear interest at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or a decrease in our creditworthiness, would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase could be more significant for us than it would be for competitors that have less variable rate debt.

High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income, and the amount of cash distributions we can make.

If mortgage debt is unavailable at reasonable interest rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our net income could be reduced. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.

Increases in interest rates could increase the amount of our debt payments and hinder our ability to pay distributions to our stockholders.

We have incurred indebtedness that accrues interest at a variable rate, and we may incur additional debt in the future. Interest we pay under the 2018 Amended Credit Agreement and any other debt we incur will reduce our operating cash flows and hinder our ability to make distributions to our stockholders. Additionally, if we incur additional variable-rate debt, increases in interest rates would increase our interest cost, which would reduce our cash flows and our ability to pay distributions to our stockholders. In addition, if we need to repay existing debt during periods of high interest

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rates, we could be required to sell one or more of our investments in order to repay the debt, which sale at that time might not permit realization of the maximum return on such investments.

Economic conditions may have an impact on our business, our financial condition, and our ability to obtain debt financing in ways that we currently cannot predict.

Turmoil in the global financial system may have an impact on our business and our financial condition. Despite improved access to capital for some companies, the capital and credit markets continue to be affected by extreme volatility and have experienced disruption during the past decade. The health of the global capital markets remains a concern. We have relied on debt financing to finance our timberlands. As a result of the uncertainties in the credit market, we may not be able to refinance our existing indebtedness or to obtain additional debt financing on attractive terms. If we are not able to refinance existing indebtedness on attractive terms at its maturity, we may be forced to dispose of some of our assets. Disruptions in the financial markets could have an impact on our interest rate swap agreements if our counterparties are forced to default on their obligations to us due to bankruptcy, lack of liquidity, operational failure, or other reasons. We may be materially and adversely affected in the event of a significant default by one of our counterparties. In addition, depressed economic conditions could influence the levels of consumer spending and reduce the demand for goods produced from our wood, which would have a material adverse effect on our financial condition. Our ability to make future principal and interest payments on our debt depends upon our future performance, which is subject to general economic conditions; industry cycles; and financial, business, and other factors affecting our operations, many of which are beyond our control.

Federal Income Tax Risks

Failure to continue to qualify as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders and materially and adversely affect our financial condition and results of operations.

We believe that we have been organized, owned and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that our intended manner of ownership and operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for federal income tax purposes. Our qualification as a REIT depends upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets, and other tests imposed by the Code. We cannot assure you that we will satisfy the requirements for REIT qualification in the future. Future legislative, judicial or administrative changes to the federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.

If we fail to qualify as a REIT for any taxable year, we will be subject to federal and state corporate income tax on our taxable income, if any, determined without a dividends-paid deduction, and, possibly, penalties. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. To the extent we have taxable income, losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. Our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common stock.

The failure of Creek Pine REIT, LLC to qualify as a REIT could cause us to fail to qualify as a REIT.

On July 6, 2018, our operating partnership completed its investment in Creek Pine Holdings, LLC, which owns our interest in the Triple T Joint Venture. Because the Triple T Joint Venture's sole asset is its interest in Creek Pine REIT, LLC. ("Creek Pine REIT"), we own an indirect interest in Creek Pine REIT. Creek Pine REIT intends to elect to be taxed as a REIT for its taxable year ended December 31, 2018. Equity in a REIT is a qualifying asset for purposes of the REIT asset tests, and dividends from a REIT are qualifying income for purposes of the REIT gross income tests. Creek Pine REIT is subject to various REIT qualification requirements. If Creek Pine REIT were to fail to qualify as

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a REIT, then (i) Creek Pine REIT would become subject to U.S. federal and state corporate income tax and (ii) our interest in Creek Pine REIT would cease to be a qualifying asset for purposes of our REIT asset tests, potentially causing us to fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Recent changes to the tax laws and future legislative or regulatory tax changes could adversely affect us, our stockholders or our customers.

The federal income tax laws governing REITs and their stockholders, and administrative interpretations of those laws, may be amended at any time, possibly with retroactive effect.

The 2017 tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA") made numerous large and small changes to the tax rules that may affect our stockholders and our customers and may directly or indirectly affect us. Many of the changes applicable to individuals apply only through December 31, 2025, including a deduction of up to 20% of ordinary REIT dividends for non-corporate taxpayers. The IRS has issued significant proposed guidance under TCJA, but guidance on additional issues, finalization of proposed guidance and possible technical corrections legislation may adversely affect us or our stockholders. In addition, further changes to the tax laws, unrelated to the TCJA, are possible.

You are urged to consult with your tax advisor with respect to the status of the TCJA and any other regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.

Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flows.

Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to some federal, state, and local taxes on our income or property. For example:

•

In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders (determined without regard to the dividends-paid deduction or net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income (including net capital gain), we will be subject to federal and state corporate income tax on the undistributed income.


•	We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income, and 100% of our undistributed income from prior years.


•	If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.


•	If we sell a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain may be subject to the 100% “prohibited transaction” tax.


•	Our taxable REIT subsidiaries will be subject to tax on their taxable income.

Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on stockholders’ investments.

As a REIT, we would be subject to a 100% tax on any net income from “prohibited transactions.” In addition, gross income from prohibited transactions would be excluded from the REIT qualification gross income test. In general, prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business unless we qualify for a safe harbor exception. Delivered logs, if harvested and sold by a REIT directly, would likely constitute property held for sale to customers in the ordinary course of business and would, therefore, be subject to the prohibited transactions tax if sold at a gain. Accordingly, we sell standing timber to CatchMark TRS under pay-as-cut contracts

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which generate capital gain to us under Section 631(b) of the Code (to the extent the timber has been held by us for more than one year), and CatchMark TRS , in turn, harvests such timber and sells logs to its customers. However, if the IRS were to successfully disregard CatchMark TRS ’ role as the harvester and seller of such logs for federal income tax purposes, our income, if any, from such sales could be subject to the 100% prohibited transaction tax. In addition, sales by us of HBU property at the REIT level could, in certain circumstances, constitute prohibited transactions. We intend to avoid the 100% prohibited transaction tax by satisfying safe harbors in the Code, structuring dispositions as non-taxable like-kind exchanges or making sales that otherwise would be prohibited transactions through one or more TRSs whose taxable income is subject to regular corporate income tax. We may not, however, always be able to identify properties that might be treated as part of a “dealer” land sales business. For example, if we sell any HBU properties at the REIT level that we incorrectly identify as property not held for sale to customers in the ordinary course of business or that subsequently become properties held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited transactions tax.

The taxable income of CatchMark TRS is subject to federal and applicable state and local income tax. While we seek to structure the pricing of our timber sales to CatchMark TRS at market rates, the IRS could assert that such pricing does not reflect arm’s-length pricing and impute additional taxable income to CatchMark TRS or impose excise taxes.

Restrictions on deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirements and avoiding incurring income or excise taxes.

Under the TCJA, new rules may limit our ability (and the ability of entities that are not treated as disregarded entities for U.S. federal income tax purposes and in which we hold an interest) to deduct interest expense in taxable years beginning after December 31, 2017. Under amended Section 163(j) of the Code, the deduction for business interest expense may be limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect, and elects, to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses, any deductions for “qualified business income,” and, in taxable years beginning before January 1, 2022, any deductions for depreciation, amortization or depletion. A taxpayer that is exempt from the interest expense limitations as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property. The new rules for business interest expense will apply to us and at the level of each entity in which or through which we invest that is not a disregarded entity for U.S. federal income tax purposes, including Creek Pine REIT. It is not clear whether the exception for electing real estate trades or businesses will apply to us, our subsidiaries or to Creek Pine REIT. Certain of our subsidiaries have incurred substantial indebtedness and interest expense, as has Creek Pine REIT. To the extent that interest expense is not deductible, taxable income will be increased, as will REIT distribution requirements and the amounts needed to distribute to avoid incurring income and excise taxes. Failure to be eligible for the electing real property trades or businesses exception or another exception could result in significant limitations on deductibility of the interest expense that we and Creek Pine REIT generate, impacting the taxable income and ability of us and Creek Pine REIT to satisfy the distribution requirements for REIT qualification and to avoid corporate income tax liability.

To maintain our REIT status, we may be forced to forgo otherwise attractive opportunities, which could lower the return on stockholders’ investments.

To qualify to be taxed as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Even though we intend to maintain our REIT status, our cash dividends are not guaranteed and may fluctuate.

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Each year, REITs are required to distribute 90% of their REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We have substantial net operating losses that, subject to possible limitations, will reduce our taxable income. In addition, capital gains may be retained by us but would be subject to income taxes. If capital gains are retained rather than distributed, our stockholders would be notified and they would be deemed to have received a taxable distribution, with a refundable credit for any federal income tax paid by us. Accordingly, we will not be required to distribute material amounts of cash if substantially all of our taxable income is income from timber-cutting contracts or sales of timberland that is treated as capital gains income. Our board of directors, in its sole discretion, determines the amount of quarterly dividends to be provided to our stockholders based on consideration of a number of factors, including but not limited to, tax considerations. Consequently, our dividend levels may fluctuate.

Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates applicable to “qualified dividend income.”

The maximum U.S. federal income tax rate for “qualified dividend income” for non-corporate U.S. stockholders currently is 20%. However, ordinary dividends, i.e., dividends that are not designated as capital gain dividends or qualified dividend income, payable by REITs (“qualified REIT dividends”) generally are not eligible for the reduced rates applicable to qualified dividend income and generally are taxed at ordinary income rates. However, under the TCJA, non-corporate stockholders are entitled to a deduction of up to 20% of their qualified REIT dividends received in taxable years beginning after December 31, 2017 and before January 1, 2026, subject to certain limitations. Taking into account the top ordinary tax rate for ordinary income tax rate of 37% and assuming a full 20% deduction for ordinary REIT dividends, the maximum effective federal income tax rate for qualified REIT dividends is 29.6%. Non-corporate investors may perceive investments in REITs to be relatively less attractive than investments in the stocks of other corporations whose dividends are taxed at the lower rates as qualified dividend income.

Our use of taxable REIT subsidiaries may affect the value of our common stock relative to the share price of other REITs.

We conduct a portion of our business activities through one or more TRSs. A TRS is a fully taxable corporation that may earn income that would not be qualifying REIT income if earned directly by us. Our use of TRSs enables us to engage in non-REIT-qualifying business activities. However, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our non-REIT-qualifying operations. Furthermore, because the income earned by our TRSs is subject to corporate income tax and is not subject to the requirement to distribute annually at least 90% of our REIT taxable income to our stockholders, our use of TRSs may cause our common stock to be valued differently than the shares of other REITs that do not use TRSs as extensively as we use them.

We may be limited in our ability to fund distributions on our capital stock and pay our indebtedness using cash generated through our TRSs.

Our ability to receive dividends from our TRSs is limited by the rules with which we must comply to maintain our status as a REIT. In particular, at least 75% of gross income for each taxable year as a REIT must be derived from passive real estate sources including sales of our standing timber and other types of qualifying real estate income, and no more than 25% of our gross income may consist of dividends from TRSs and other non-real estate income. This limitation on our ability to receive dividends from our TRSs may affect our ability to fund cash distributions to our stockholders or make payments on our borrowings using cash flows from our TRSs. The net income of our TRSs is not required to be distributed, and income that is not distributed will not be subject to the REIT income distribution requirement.

We may choose to pay dividends in our own stock, in which case our stockholders may be required to pay income taxes in excess of the cash dividends received.

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Under IRS Revenue Procedure 2017-45, as a publicly traded REIT, we may give stockholders a choice, subject to various limits and requirements, of receiving a dividend in cash or in common stock of the REIT. As long as at least 20% of the total dividend is available in cash and certain other requirements are satisfied, the IRS will treat the stock distribution as a dividend (to the extent applicable rules treat such distribution as being made out of the REIT’s earnings and profits). Taxable stockholders receiving such dividends will be required to include the full amount of the dividend income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, a U.S. stockholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.

Risks Related to Our Common Stock

The market price and trading volume of our common stock may be volatile.

The U.S. stock markets, including the NYSE, on which our common stock is listed under the symbol “CTT,” have experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock is likely to be similarly volatile, and investors in shares of our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.

In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, including:


•	the annual yield from distributions on our common stock as compared to yields on other financial instruments;


•	equity issuances by us, or future sales of substantial amounts of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur;


•	short sales or other derivative transactions with respect to our common stock;


•	the ability of our share repurchase program to improve stockholder value over the long term;


•	changes in market valuations of companies in the timberland, homebuilding or real estate industries;


•	increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of our common stock to demand a higher yield;


•	fluctuations in stock market prices and volumes;


•	additions or departures of key management personnel;


•	our operating performance and the performance of other similar companies;


•	actual or anticipated differences in our quarterly operating results;


•	changes in expectations of future financial performance or changes in estimates of securities analysts;


•	publication of research reports about us or our industry by securities analysts or failure of our results to meet expectations of securities analysts;


•	failure to qualify as a REIT;


•	adverse market reaction to any indebtedness we incur in the future;


•	strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;


•	the passage of legislation or other regulatory developments that adversely affect us or our industry;


•	speculation in the press or investment community;


•	changes in our earnings;


•	failure to satisfy the listing requirements of the NYSE;


•	failure to comply with the requirements of the Sarbanes-Oxley Act;


•	actions by institutional stockholders;


•	changes in accounting principles; and


•	general market conditions, including factors unrelated to our performance.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flows, our ability to execute our business strategy and our ability to make distributions to our stockholders.

If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control analysts. Furthermore, if one or more of the analysts who do cover us downgrades our shares of common stock or our industry, or the stock of any of our competitors, the price of our shares could decline. If one or more of these analysts ceases coverage of our company, we could lose attention in the market, which in turn could cause the price of our shares of common stock to decline.

Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by offering debt or equity securities, including medium term notes, senior or subordinated notes and classes of preferred or common stock, including through "at-the-market" offerings of common stock. Holders of our debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. We are not required to offer any such additional debt or equity securities to existing common stockholders on a preemptive basis. Therefore, offerings of common stock or other equity securities may dilute the holdings of our existing stockholders. Future offerings of debt or equity securities, or the perception that such offerings may occur, may reduce the market price of our common stock or the distributions that we pay with respect to our common stock. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, you will bear the risk of our future offerings reducing the market price of our common stock and diluting your proportionate ownership.

Increases in market interest rates may result in a decrease in the value of our common stock.

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One of the factors that may influence the price of our common stock will be our distribution rate on the common stock (as a percentage of the share price of our common stock), relative to market interest rates. We have declared and paid cash distributions in each quarter since the first quarter of 2014 and expect to declare cash distributions in the future. If market interest rates increase, prospective purchasers of our common stock may desire a higher yield on our common stock or seek securities paying higher dividends or yields. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution. Therefore, we may not be able, or may choose not, to pay a higher distribution rate. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease because potential investors may require a higher dividend yield on our common stock as market rates on interest-bearing securities, such as bonds, rise.


ITEM 1B.	UNRESOLVED STAFF COMMENTS

None.


ITEM 2.	PROPERTIES

As of December 31, 2018 , we wholly owned interests in approximately 463,100 acres of high-quality industrial timberland in the U.S. South and the Pacific Northwest, consisting of approximately 432,900 acres of fee timberlands and approximately 30,200 acres of leased timberlands. Our wholly-owned timberlands are located within attractive fiber baskets encompassing a diverse group of pulp, paper, and wood products manufacturing facilities. Our Southern timberlands consisted of approximately 72% pine plantations by acreage and 49% sawtimber by volume. Our Pacific Northwest timberlands consisted of 90% productive acres and 83% sawtimber by volume. Our leased timberlands include approximately 26,800 acres under one long-term lease expiring in 2022, which we refer to as the long-term contract or the LTC lease, and approximately 3,400 acres under a single-rotation lease that expired in January 2019, which we refer to as the private land management or the PLM lease. Wholly-owned timberland acreage by state is listed below:



Acres by state as of December 31, 2018 ⁽¹⁾	Fee	Lease	Total
South
Alabama	72,900	5,300	78,200
Florida	2,000	—	2,000
Georgia	261,300	24,900	286,200
North Carolina	600	—	600
South Carolina	77,700	—	77,700
Tennessee	300	—	300
	414,800	30,200	445,000
Pacific Northwest
Oregon	18,100	—	18,100
Total	432,900	30,200	463,100

⁽¹⁾ Represents wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures .

As of December 31, 2018 , our wholly-owned timber inventory consisted of an estimated 19.8 million tons of merchantable inventory with the following components:



(in millions)	Tons
Merchantable timber inventory ⁽¹⁾	Fee	Lease	Total
Pulpwood	9.2	0.6	9.8
Sawtimber ⁽²⁾	9.6	0.4	10.0
Total	18.8	1.0	19.8

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⁽¹⁾ Merchantable timber inventory does not include current year growth, which we expect approximates current year harvest volumes (see Item 7 — Management's discussion and Analysis of Financial Condition and Results of Operations — Results of Operations for information on current year harvest volume). Pacific Northwest merchantable timber inventory is converted from MBF to tons using a factor of 8.

⁽²⁾ Includes chip-n-saw and sawtimber.

In addition to our wholly-owned timberlands, we had the following investments in joint ventures as of December 31, 2018 (see Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details):



	As of December 31, 2018
	Dawsonville Bluffs Joint Venture	Triple T Joint Venture
Ownership percentage	50.0%	21.6% ⁽¹⁾
Acreage owned by the joint venture	5,000	1,099,800
Merchantable timber inventory (million tons)	0.3	42.9 ⁽²⁾
Location	Georgia	Texas

⁽¹⁾ Represents our share of total partner capital contributions.

⁽²⁾ Triple T considers inventory to be merchantable at age 12. Merchantable timber inventory includes growth and adjustments identified during the annual recruise of the Triple T Timberlands.

Our methods of estimating timber inventory are consistent with industry practices. We must use various assumptions and judgments to determine both our current timber inventory and the timber inventory that will be available over the harvest cycle; therefore, the physical quantity of such timber may vary significantly from our estimates. Our estimated inventory is calculated for each tract by utilizing growth formulas based on representative sample tracts and tree counts for various diameter classifications. The calculation of inventory is subject to periodic adjustments based on statistical sampling of the harvestable timbered acres, known as timber sample cruises, actual volumes harvested and other timber activity, including timberland sales. In addition to growth, the inventory calculation takes into account in-growth, which is the annual transfer of the oldest pre-merchantable age class into merchantable inventory, which currently is 15 years after stand establishment in the South and 35 years after stand establishment in the Pacific Northwest. The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, advanced seedling genetics, future harvest age profiles and biological growth factors.

The graphs below present the approximate number of acres of our timberland as of December 31, 2018 by age class:

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⁽¹⁾	Acres presented in the graph includes fee timberland only and excludes 11,700 acres of non-forest land.


⁽²⁾	Natural Pine and Hardwood represents acres that have been seeded by standing older pine trees near the site through the natural process of seeds dropping from the cones of the older trees. Natural pine sites generally include some mix of natural occurring hardwood trees as well.


⁽³⁾	Pine Plantation represents acres planted or to be planted with pine seedlings to maximize the growth potential and inventory carrying capacity of the soils. Pine Plantation acre inventory is devoted to pine species only.

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⁽¹⁾	Acres presented in the graph includes fee timberland only and excludes 1,800 acres of non-productive forest land.

Forests are subject to a number of natural hazards, including damage by fire, hurricanes, insects and disease. Changes in global climate conditions may intensify these natural hazards. Severe weather conditions and other natural disasters can also reduce the productivity of timberlands and disrupt the harvesting and delivery of forest products. Because our timberlands are concentrated in the U.S. South and the Pacific Northwest, damage from natural disasters in those regions could impact a material portion of our timberlands at one time. Our active forest management should help to minimize these risks. Consistent with the practices of other timber companies, we do not maintain insurance against loss of standing timber on our timberlands due to natural disasters or other causes.


ITEM 3.	LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

PART II


ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

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Market Information

Our common stock trades on the NYSE under the symbol “CTT”.

Holders

As of February 28, 2019, there were 1,621stockholders of record of our common stock.

Cumulative Total Shareholder Return

The following graph compares the cumulative total shareholder return on our common stock with the Russell 3000, which is a broad-based market index of issuers with similar capitalization, and with the S&P Global Timber & Forestry Index, which is an industry specific market index of peer issuers, from December 31, 2013 to December 31, 2018 . The graph assumes a $100 investment in each of the indices on December 31, 2013, and the dividends received are reinvested at month end.

The data in the following table was used to create the above graph as of the respective dates:



	12/31/2013		12/31/2014		12/31/2015		12/31/2016		12/31/2017		12/31/2018
CatchMark Timber Trust, Inc.	$	100	$	84	$	88	$	92	$	112	$	64
Russell 3000	$	100	$	110	$	109	$	120	$	143	$	133
S&P Global Timber & Forestry Index	$	100	$	100	$	91	$	100	$	132	$	106

⁽¹⁾ Data points are the last trading day of each fiscal year.

Issuer Purchase of Equity Securities

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The following table provides information regarding our purchases of our common stock during the quarter ended December 31, 2018 :



Period	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Average Price Paid per Share ⁽¹⁾		Maximum Number (Or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
October 1 - October 31	98,459	$	10.16	$	18.7	million
November 1 - November 30	—	$	—	$	18.7	million
December 1 - December 31	—	$	—	$	18.7	million
Total	98,459


⁽¹⁾	See Item 7— Management Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources for details of our publicly announced share repurchase program.

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ITEM 6.	SELECTED FINANCIAL DATA

The following selected financial data as of and for the five years ended December 31, 2018 should be read in conjunction with the accompanying consolidated financial statements and related notes in Item 8 — Financial Statements and Supplementary Data hereof. All amounts are in thousands except for per-share, tonnage, acreage and per-acreage data.



	As of December 31,
	2018			2017			2016			2015			2014
Financial Position
Cash and cash equivalents	$	5,614		$	7,805		$	9,108		$	8,025		$	17,365
Total assets	$	804,772		$	740,158		$	709,824		$	599,095		$	564,489
Outstanding debt	$	478,619		$	337,619		$	325,656		$	185,002		$	118,000
Total liabilities	$	483,116		$	337,778		$	328,754		$	188,057		$	119,797
Total stockholders’ equity	$	321,656		$	402,380		$	381,070		$	411,038		$	444,692

Period End Acres
Fee	432,900			479,400			467,500			401,200			364,700
Lease	30,200			30,900			32,100			23,800			28,600
Wholly-owned total	463,100			510,300			499,600			425,000			393,300
Joint venture interest ⁽¹⁾	1,104,800			10,500			—			—			—
Total acres	1,567,900			520,800			499,600			425,000			393,300

	For the Year Ended December 31,
	2018			2017			2016			2015			2014
Operating Results
Total revenues	$	97,857		$	91,295		$	81,855		$	69,122		$	54,311
Operating income (loss)	$	1,293		$	(3,574	)	$	(4,408	)	$	(4,820	)	$	3,118
Net income (loss)	$	(122,007	)	$	(13,510	)	$	(11,070	)	$	(8,387	)	$	660
Net income (loss) per share available to common stockholders, basic and diluted	$	(2.55	)	$	(0.34	)	$	(0.29	)	$	(0.21	)	$	0.02
Weighted-average common shares outstanding	47,937			39,751			38,830			39,348			31,568
Adjusted EBITDA ⁽²⁾	$	49,786		$	41,970		$	36,486		$	32,168		$	23,671
Adjusted EBITDA per share ⁽²⁾	$	1.04		$	1.06		$	0.94		$	0.82		$	0.75

Cash Flows
Cash provided by operating activities	$	29,796		$	27,419		$	30,849		$	28,494		$	19,845
Cash used in investing activities	$	(212,514	)	$	(68,416	)	$	(144,765	)	$	(78,461	)	$	(238,433	)
Cash provided by financing activities	$	180,527		$	39,694		$	114,999		$	40,627		$	227,339
Total cash dividends paid	$	(25,601	)	$	(21,349	)	$	(20,382	)	$	(19,590	)	$	(15,335	)
Cash dividends paid per share	$	0.54		$	0.54		$	0.53		$	0.50		$	0.47

Investments in unconsolidated joint ventures	$	(200,000	)	$	(10,539	)	$	—		$	—		$	—
Operating distributions from unconsolidated joint ventures	$	3,771		$	—		$	—		$	—		$	—
Capital distributions from unconsolidated joint ventures	$	4,744		$	—		$	—		$	—		$	—

Capital Expenditures

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Capital expenditures-acquisitions ⁽³⁾	$	91,821		$	52,260		$	141,570		$	75,793		$	237,527
Capital expenditures-other	$	4,571		$	5,617		$	3,195		$	2,668		$	906

	For the Year Ended December 31,
	2018			2017			2016			2015			2014
Selected Operating Data
Timber Sales Volume (tons) ⁽⁵⁾
Pulpwood	1,356,128			1,424,017			1,360,437			1,131,475			885,980
Sawtimber ⁽⁴⁾	816,717			927,191			867,055			708,764			479,460
Total	2,172,845			2,351,208			2,227,492			1,840,239			1,365,440

Delivered % as of total volume	80		%	74		%	64		%	60		%	70		%
Stumpage % as of total volume	20		%	26		%	36		%	40		%	30		%

Net Timber Sales Price ($ per ton) ⁽⁵⁾
Pulpwood	$	14		$	13		$	14		$	13		$	13
Sawtimber ⁽⁴⁾	$	24		$	24		$	24		$	26		$	24

Timberland Sales
Gross sales ('000)	$	17,520		$	14,768		$	12,515		$	11,845		$	10,650
Basis of timberland sold	$	12,380		$	9,890		$	9,728		$	8,886		$	5,072
Acres sold	8,500			7,700			7,300			6,400			3,800
% of fee acres	1.8%			1.7		%	1.7		%	1.7		%	1.4		%
Price per acre	$	2,064		$	1,924		$	1,718		$	1,849		$	2,832

Large Dispositions
Gross sales ('000)	$	79,301		$	—		$	—		$	—		$	—
Basis of timberland sold	$	79,524		$	—		$	—		$	—		$	—
Acres sold	56,100			—			—			—			—
Price per acre ⁽⁶⁾	$	1,414		$	—		$	—		$	—		$	—

Direct Timberland Acquisitions
Gross acquisitions	$	89,700		$	71,648		$	141,013		$	73,305		$	235,158
Acres acquired	18,100			30,600			81,900			42,900			121,600
Price per acre ($/acre)	$	4,956		$	2,341		$	1,721		$	1,709		$	1,934

Joint Venture Timberland Acquisitions ⁽¹⁾
Gross acquisitions	$	1,389,500		$	20,000		$	—		$	—		$	—
Acres acquired	1,099,800			11,031			—			—			—
Price per acre ($/acre)	$	1,263		$	1,813		$	—		$	—		$	—


⁽¹⁾	Represents properties owned by Dawsonville Bluffs, LLC, a joint venture in which CatchMark owns a 50% membership interest, and Triple T Joint Venture in which CatchMark owns a 21.6% equity interest. CatchMark serves as the manager for both of these joint ventures.


⁽²⁾	See Item 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA for the definition and information regarding why we present Adjusted EBITDA and for a reconciliation of this non-GAAP financial measure from net income (loss).


⁽³⁾	Includes transaction costs.


⁽⁴⁾	Includes chip-n-saw and sawtimber.

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⁽⁵⁾	Excludes approximately 2,000 tons harvested from the Bandon Property, which generated timber sales revenue of $0.1 million. The Bandon Property was acquired at the end of August 2018. Harvest volume and timber sales revenue from the Bandon Property for as of December 31, 2018 accounted for less than 1% of our consolidated total harvest volume and total timber sales revenue.


⁽⁶⁾	Excludes value of timber reservations.


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Selected Financial Data in Item 6 – Selected Financial Data above and our accompanying consolidated financial statements and notes thereto in Item 8 – Financial Statement and Supplementary Data . See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I.

Overview

We continued to execute our business growth strategy during 2018. Operationally, we focused on generating cash flows from sustainable harvests and improved harvest mix on high-quality industrial timberlands, opportunistic land sales, as well as active investment management to provide recurring dividends to our stockholders. We continued to practice intensive forest management and silvicultural techniques that increase the biological growth of our forest.

Joint Venture, Acquisition, and Large Disposition Activities

In July 2018, we entered into the Triple T Joint Venture with a consortium of institutional investors. We invested $200.0 million in the Triple T Joint Venture, equal to 21.6% of the total equity contributions, in exchange for a common limited partnership interest in the Triple T Joint Venture, which owns 1.1 million acres of East Texas industrial timberlands. The Triple T Joint Venture partnership agreement provides for liquidation rights and distribution priorities that are significantly different from our stated ownership percentage based on total equity contributions. As such, we use the hypothetical-liquidation-at-book-value method, or HLBV, to determine our equity in the earnings of the Triple T Joint Venture. For the year ended December 31, 2018, we recognized $109.6 million of losses from the Triple T Joint Venture under the HLBV method of accounting. We earned $5.5 million of asset management fees from the Triple T Joint Venture for the year ended December 31, 2018. See Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details.

In August 2018, we acquired approximately 18,100 acres of high-quality timberlands in the Pacific Northwest (the "Bandon Property") for $89.7 million, exclusive of transaction costs. The acquisition of the Bandon Property established our first position in the Pacific Northwest, increased our geographic and market diversity and provides additional harvest options. The Bandon Property is strategically situated within the Douglas fir/western hemlock zone and offer the high-quality stocking characteristics and sustainability attributes that we seek in property acquisitions. It added approximately 615,600 tons to our merchantable timber inventory, comprised of 90% conifer plantations by acreage and 83% sawtimber by tons. More than 90% of the average five-year harvest volume from the Pacific Northwest is expected to be derived from sawtimber. We expect a higher percentage of stumpage sales versus delivered sales from the Bandon Property as compared to our U.S. South properties, especially in the near term.

In November 2018, we completed the sale of approximately 56,100 acres of our wholly-owned timberlands located in Texas and Louisiana (the "Southwest Property") for approximately $79.3 million. The net proceeds received from the Southwest Property disposition were used to pay down $79.0 million of our outstanding debt previously used to fund the acquisition of the Bandon Property.

Capital Activities

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In March 2018, we issued 5.75 million shares of common stock at a price of $12.60 per share in a public offering (the "2018 Equity Offering"). After deducting $3.5 million in underwriting commissions and fees and other issuance costs, we received net proceeds of $69.0 million.

In August 2018, we and our lenders entered into the 2018 Amended Credit Agreement, which expanded the total borrowing capacity by $75.0 million to $643.6 million, added a new $140.0 million seven-year term loan (the “Term A-4 Loan”) to replace existing debt, and reduced the capacity under the seven-year multi-draw term credit facility from $265.0 million to $200.0 million. See Note 5 — Notes Payable and Lines of Credit to our accompanying financial statements for further details on our credit agreement amendment.

During 2018, we entered into five separate interest rate swaps with Rabobank with a total notional amount of $200.0 million to mitigate exposure to changing interest rates on our variable rate debts. As of December 31, 2018, we effectively fixed interest rates on $350.0 million of our $478.6 million outstanding debt balance at 4.26%. See Note 6 — Interest Rate Swaps to our accompanying financial statements footnotes for further details on our interest rate swaps.

During 2018, we paid $25.6 million of dividends to our stockholders and repurchased $1.0 million of shares of common stock under our share purchase program.

Segment Information

We have three reportable segments: Harvest, Real Estate and Investment Management. Our Harvest segment includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Our Real Estate segment includes timberland sales, cost of timberland sales and large dispositions. Our Investment Management segment includes investments in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. For additional information, see Note 15 - Segment Information to our accompanying consolidated financial statements.

Timber Agreements

A substantial portion of our timber sales is derived from the Mahrt Timber Agreements under which we sell specified amounts of timber to WestRock subject to market pricing adjustments. During the year ended December 31, 2018 , WestRock purchased approximately 479,000 tons under the Mahrt Timber Agreements, which exceeded the minimum requirement of 408,000 tons. For each of the years ended December 31, 2018 , 2017 and 2016, approximately 17% of our net timber sales revenue was derived from the Mahrt Timber Agreements. See Note 7 — Commitments and Contingencies to our accompanying consolidated financial statements for additional information regarding the material terms of the Mahrt Timber Agreements.

In connection with the Carolinas Midlands III transaction that closed in June 2016, we assumed the Carolinas Supply Agreement which requires us to harvest and sell agreed-upon pulpwood volumes to IP, and IP is required to purchase such volume at defined market prices. During the year ended December 31, 2018 , we sold approximately 145,000 tons under the Carolinas Supply Agreement , which exceeded the 137,000 tons requirement. For the year ended December 31, 2018 , approximately 5% of our net timber sales revenue was derived from the Carolinas Supply Agreement .

General Economic Conditions and Timber Market Factors Impacting Our Business

Our operating results are influenced by a variety of factors, including timber prices; the demand for pulp and paper products, lumber, panel, and other wood-related products; the supply of timber; and competition. Timber prices can experience significant variations and have been historically volatile. The demand for timber and wood products is affected primarily by the level of new residential construction activity, repair and remodeling activity, the supply of manufactured timber products including imports, and, to a lesser extent, other commercial and industrial uses. The demand for timber also is affected by the demand for wood chips in the pulp and paper markets and for hardwood in the furniture and other hardwood industries.

The U.S. economy continued to improve in 2018, finishing the tenth year of expansion. According to the U.S. Bureau of Economic Analysis, the real gross domestic product increased 2.9% in 2018, up from a 2.2% in 2017. Housing supply lagged in 2018. In December 2018, the U.S. Census Bureau estimated privately-owned housing starts to be 1.1 million for 2018, 10.9% below the 2017 level as estimated in December 2017. The supply of existing homes continued to tighten in 2018 and stayed below the long-term equilibrium level. Demand for housing is expected to increase over the next few years due to stronger economic growth, pent-up demand, and improved demographics. According to the Joint Center for Housing Studies of Harvard University, the total baseline demand for new housing in 2018-2028 is projected to be 15.1 million additional units, averaging 1.5 million units per year, well exceeding the current level of housing starts.

We believe that the housing market will show modest improvement in 2019. Previously announced capital improvements and expansions of mills in our regions are beginning to pay off with improved production levels and demand for our products, however, the surplus log inventory in the southern market will likely not allow for significant improvement in the South-wide average sawtimber pricing. We expect our 2019 harvest volumes to be up slightly from 2018 and our pulpwood and sawtimber prices to remain steady or improve modestly. We will continue to build on market and business diversity and leverage our relationships in key markets to garner additional quota and delivery opportunities.

Liquidity and Capital Resources

Overview

Cash flows generated from our operations are primarily used to fund recurring expenditures and distributions to our stockholders. The amount of distributions to common stockholders is determined by our board of directors and is dependent upon a number of factors, including funds deemed available for distribution based principally on our current and future projected operating cash flows, less capital requirements necessary to maintain our existing timberland portfolio. In determining the amount of distributions to common stockholders, we also consider our financial condition, our expectations of future sources of liquidity, current and future economic conditions, market demand for timber and timberlands, and tax considerations, including the annual distribution requirements necessary to maintain our status as a REIT under the Code.

In determining how to allocate cash resources in the future, we will initially consider the source of the cash. We anticipate using a portion of cash generated from operations, after payments of periodic operating expenses and interest expense, to fund certain capital expenditures required for our existing timberlands. Any remaining cash generated from operations may be used to partially fund timberland acquisitions and pay distributions to stockholders. Therefore, to the extent that cash flows from operations are lower, timberland acquisitions and stockholder distributions are anticipated to be lower as well. Capital expenditures, including new timberland acquisitions, are generally funded with cash flow from operations or existing debt availability; however, proceeds from future debt financings, and equity and debt offerings may be used to fund capital expenditures, acquire new timberland properties, invest in joint ventures, and pay down existing and future borrowings. From time to time, we may also sell certain large timberland properties

in order to generate capital to fund capital allocation priorities, including but not limited to redeployment into more desirable timberland investments, pay down of outstanding debt or repurchase of shares of our common stock. Such

large dispositions are typically larger in size and more infrequent than sales under our normal land sales program.

Shelf Registration Statement and Equity Offering

On June 2, 2017, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on June 16, 2017 (the "Shelf Registration Statement"). The Shelf Registration Statement provides us with future flexibility to offer, from time to time and in one or more offerings, up to $600 million in an undefined combination of debt securities, common stock, preferred stock, depositary shares, or warrants. The terms of any such future offerings would be established at the time of an offering.

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In March 2018, under the Shelf Registration Statement, we issued 5.75 million shares of common stock at a price of $12.60 per share in the 2018 Equity Offering. After deducting $3.5 million in underwriting commissions and fees and other issuance costs, we received net proceeds of $69.0 million from this offering that we used to pay down outstanding debt to support our ability to pursue potential acquisitions and joint venture investments.

Credit Agreement Amendment

We are party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018 (the "2018 Amended Credit Agreement") with a syndicate of lenders, including CoBank. The 2018 Amended Credit Agreement expanded the total borrowing capacity by $75.0 million to $643.6 million, added a new $140.0 million seven-year term loan to replace existing debt, and reduced the capacity under the seven-year multi-draw term credit facility from $265.0 million to $200.0 million. As a result, the 2018 Amended Credit Agreement provides for borrowings consisting of the following:


•	a continuation of $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”);


•	a reduced $200.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”);


•	a continuation of $100.0 million ten-year term loan (the “Term Loan A-1”);


•	a continuation of $100.0 million nine-year term loan (the “Term Loan A-2”);


•	a continuation of $68.6 million ten-year term loan (the “Term Loan A-3”); and


•	a new $140.0 million seven-year term loan (the "Term Loan A-4").

Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnest money deposits, to fund acquisitions in an amount not to exceed $5.0 million, and for other general corporate purposes. The Revolving Credit Facility bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on our LTV ratio, and will terminate with all amounts outstanding under the facility due and payable on December 1, 2022.

The Multi-Draw Term Facility may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, will bear interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on our LTV ratio, and will terminate with all amounts outstanding under the facility due and payable on December 1, 2024.

The table below presents the details of each credit facility under the 2018 Amended Credit Agreement as of December 31, 2018:



(dollars in thousands)
Facility Name	Maturity Date	Interest Rate ⁽¹⁾	Unused Commitment Fee ⁽¹⁾	Total Availability		Outstanding Balance		Remaining Availability
Revolving Credit Facility	12/1/2022	LIBOR + 2.20%	0.35%	$	35,000	$	—	$	35,000
Multi-Draw Term Facility	12/1/2024	LIBOR + 2.20%	0.35%	200,000		70,000		$	130,000
Term Loan A-1	12/23/2024	LIBOR + 1.75%	N/A	100,000		100,000		—
Term Loan A-2	12/1/2026	LIBOR + 1.90%	N/A	100,000		100,000		—
Term Loan A-3	12/1/2027	LIBOR + 2.00%	N/A	68,619		68,619		—
Term Loan A-4	8/22/2025	LIBOR + 1.70%	N/A	$	140,000	$	140,000
Total				$	643,619	$	478,619	$	165,000


⁽¹⁾	The applicable LIBOR margin on the Revolving Credit Facility and the Multi-Draw Term Facility ranges from a base rate plus between 0.50% and 1.20% or a LIBOR rate plus 1.50% to 2.20%, depending on the LTV ratio. The unused committee fee rates also depend on the LTV ratio.

Patronage Refunds

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We are eligible to receive annual patronage refunds from our lenders under the 2018 Amended Credit Agreement. The annual patronage refund depends on the weighted-average debt balance with each participating lender (the "Patronage Banks"), as calculated by CoBank, for the respective fiscal year under the eligible patronage loans, as well as the financial performance of the Patronage Banks. In March 2018, we received a patronage refund of $2.7 million on our borrowings under the eligible patronage loans that were outstanding during 2017. Of the total amount received, 75% was received in cash and 25% was received in equity in Patronage Banks. The equity component of the patronage refund is redeemable for cash only at the discretion of the Patronage Banks' board of directors. As of December 31, 2018 , we have accrued $3.3 million of patronage refund receivable for 2018, approximately 75% of which is expected to be received in cash in March 2019.

Interest Rate Swaps

Debt Covenants

The 2018 Amended Credit Agreement contains, among others, the following financial covenants which:


•	limit the LTV Ratio to (i) 50% at any time prior to the last day of the fiscal quarter corresponding to December 1, 2021, and (ii) 45% at any time thereafter;


•	require that we maintain a FCCR of not less than 1.05:1:00;


•	require maintenance of a minimum liquidity balance of no less than $25.0 million at any time; and


•	limit the aggregate capital expenditures to 1% of the value of the timberlands during any fiscal year.

We were in compliance with the financial covenants of the 2018 Amended Credit Agreement as of December 31, 2018 .

Share Repurchase Program

On August 7, 2015, our board of directors approved a share repurchase program for up to $30.0 million of our common stock at management's discretion (the "SRP"). The program has no set duration and the board may discontinue or suspend the program at any time. During the year ended December 31, 2018 , we repurchased 98,459 shares of our common stock at an average price of $10.16 per share for a total of approximately $1.0 million under the SRP. All common stock purchases under the SRP were made in open-market transactions and were funded with cash on-hand. As of December 31, 2018 , we had 49.1 million shares of common stock outstanding and may repurchase up to an additional $18.7 million under the SRP. We can borrow up to $30.0 million under the Multi-Draw Term Facility to repurchase our common stock. Management believes that opportunistic repurchases of our common stock are a prudent use of capital resources.

Short-Term Liquidity and Capital Resources

For the year ended December 31, 2018 , net cash provided by operating activities was $29.8 million , a $2.4 million increase from the year ended December 31, 2017 . Cash provided by operating activities consisted primarily of receipts from customers for timber and timberland sales, asset management fees and distributions from the Dawsonville Bluffs Joint Venture, reduced by payments for operating costs, general and administrative expenses and interest expense. The increase was primarily due to receiving $2.7 million in asset management fees from the Triple T Joint Venture during 2018, $3.8 million of operating distributions received from the Dawsonville Bluffs Joint Venture, and a $2.2 million increase in net timberland sales, offset by a $4.0 million increase in cash paid for interest (on variable rate debt as well as on the interest rate swaps) and a $1.7 million decrease in net timber sales.

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For the year ended December 31, 2018 , net cash used in investing activities was $212.5 million , which was $144.1 million more than the year ended December 31, 2017. We made a $200.0 million equity investment in the Triple T Joint Venture in July 2018 and received $4.7 million of return of capital from the Dawsonville Bluffs Joint Venture during the year ended December 31, 2018, a net $195.3 million increase in joint venture investments when compared to the prior year. We used $91.8 million in 2018 to acquire 18,100 acres in Pacific Northwest, as compared to using $52.3 million to acquire 15,000 acres in Coastal Georgia and 4,600 acres in South Carolina in 2017, a net increase of $39.6 million deployed in timberland acquisitions. We received $79.1 million in gross proceeds from the Southwest Property disposition, a large disposition not part of our recurring land sales program.

Net cash provided by financing activities for the year ended December 31, 2018 was $180.5 million , which was $140.8 million more than the year ended December 31, 2017. We borrowed $289.0 million to fund the Triple T Joint Venture investment and the Bandon Property acquisition. Additionally, we received $72.5 million of gross proceeds from the 2018 Equity Offering. After deducting $3.5 million in underwriting commissions and fees and other issuance costs, the net proceeds of $69.0 million from the 2018 Equity Offering along with $79.0 million in net proceeds from the Southwest disposition were used to pay down outstanding debt. During the year, we paid cash distributions of $25.6 million to our stockholders, fully funded by net cash provided by operating activities. We repurchased $1.3 million of vested shares from employees and independent directors related to their income tax liabilities associated with vested restricted stock and repurchased $1.0 million in shares of our common stock under the SRP.

We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand, and borrowing capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of December 31, 2018 , we had a cash balance of $5.6 million and had access to $165.0 million of additional borrowing capacity under the 2018 Amended Credit Agreement.

Long-Term Liquidity and Capital Resources

Over the long-term, we expect our primary sources of capital to include net cash flows from operations, including proceeds from timber, timberland sales, and asset management fees; distributions from unconsolidated joint venture; proceeds from secured or unsecured financings from banks and other lenders; and public offerings of equity or debt securities. Our principal demands for capital include operating expenses, interest expense on any outstanding indebtedness, repayment of debt, timberland acquisitions, certain other capital expenditures, and stockholder distributions.

Contractual Obligations and Commitments

As of December 31, 2018 , our contractual obligations were as follows:



(in thousands)	Payments Due by Period
Contractual Obligations	Total		2019		2020-2021		2022-2023		Thereafter
Debt obligations ^{(1) (2)}	$	478,619	$	—	$	—	$	—	$	478,619
Estimated interest on debt obligations ^{(1) (2)}	143,020		20,637		41,297		40,998		40,088
Operating lease obligations	6,186		823		1,731		1,312		2,320
Other liabilities ⁽³⁾	548		140		280		128		—
Total	$	628,373	$	21,600	$	43,308	$	42,438	$	521,027

⁽¹⁾

Represents respective obligations under our 2018 Amended Credit Agreement as of December 31, 2018 , of which $408.6 million was outstanding under the term loans and $70.0 million was outstanding under the Multi-Draw Term Facility (see Item 7 — Management's Discussion and Analysis of financial Condition and Results of Operations — Liquidity and Capital Resources — Credit Agreement Amendment above).


⁽²⁾	Amounts include the impact of interest rate swaps. See Note 6 — Interest Rate Swaps to our accompanying consolidated financial statements for additional information.


⁽³⁾	Represents future payments to satisfy a liability that expires in May 2022 which was assumed upon a timberland acquisition.

Distributions

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Our board of directors declares cash distributions quarterly. The amount of future distributions that we may pay to our common stockholders will be determined by our board of directors (as described in the Overview section above). For the year ended December 31, 2018 , our board of directors declared the following distributions:



Declaration Date	Record Date	Payment Date	Distribution Per Share
February 15, 2018	February 28, 2018	March 16, 2018	$0.135
May 3, 2018	May 31, 2018	June 15, 2018	$0.135
August 2, 2018	August 30, 2018	September 14, 2018	$0.135
November 1, 2018	November 30, 2018	December 13, 2018	$0.135

For the year ended 2018, we paid total distributions to stockholders of $25.6 million, which was fully funded from net cash provided by operating activities.

On February 14, 2019, our board of directors declared a cash distribution of $0.135 per share of common stock for stockholders of record on February 28, 2019, payable on March 15, 2019.

Results of Operations

Overview

For the year ended December 31, 2018, we generated total revenues of $97.9 million , a 7% increase from $91.3 million in the prior year. Our results of operations are materially impacted by the fluctuating nature of timber prices, changes in the levels and mix of our harvest volumes, the level of timberland sales, management fees earned, changes to associated depletion rates, varying interest expense based on the amount and cost of outstanding borrowings, and performance of our unconsolidated joint ventures.

Timber sales volumes, net timber sales prices, timberland sales, and changes in the levels and composition for each of the years ended December 31, 2018 , 2017 , and 2016 are shown in the following tables:

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	Years Ended December 31,						Change
	2018			2017			%
Timber sales volume (tons) ⁽¹⁾
Pulpwood	1,356,128			1,424,017			(5	)%
Sawtimber ⁽²⁾	816,717			927,191			(12	)%
	2,172,845			2,351,208			(8	)%

Harvest Mix ⁽¹⁾
Pulpwood	62		%	61		%
Sawtimber ⁽²⁾	38		%	39		%

Delivered % as of total volume	80		%	74		%
Stumpage % as of total volume	20		%	26		%

Net timber sales price (per ton) ^{(1) (3)}
Pulpwood	$	14		$	13		6	%
Sawtimber ⁽²⁾	$	24		$	24		—	%

Timberland sales
Gross sales (000's)	$	17,520		$	14,768
Sales volumes (acres)	8,500			7,700
% of fee acres	1.8		%	1.7		%
Sales price (per acre) ⁽⁴⁾	$	2,064		$	1,924

Large Dispositions
Gross sales (000's)	$	79,301		$	—
Sales volumes (acres)	56,100			$	—
Sales price (per acre) ⁽⁴⁾	$	1,414		$	—


⁽¹⁾	Excludes approximately 2,000 tons harvested from the Bandon Property, which generated timber sales revenue of $0.1 million. The Bandon Property was acquired at the end of August 2018. Harvest volume and timber sales revenue from the Bandon Property since acquisition accounted for less than 1% of our consolidated total harvest volume and total timber sales revenue.


⁽²⁾	Includes chip-n-saw and sawtimber.


⁽³⁾	Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the years ended December 31, 2018 , and 2017 .


⁽⁴⁾	Excludes value of timber reservations.

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	Years Ended December 31,						Change
	2017			2016			%
Timber sales volume (tons)
Pulpwood	1,424,017			1,360,437			5	%
Sawtimber ⁽¹⁾	927,191			867,055			7	%
	2,351,208			2,227,492			6	%

Harvest Mix
Pulpwood	61		%	61		%
Sawtimber ⁽¹⁾	39		%	39		%

Delivered % as of total volume	74%			64		%
Stumpage % as of total volume	26%			36		%

Net timber sales price (per ton) ⁽²⁾
Pulpwood	$	13		$	14		(7	)%
Sawtimber ⁽¹⁾	$	24		$	24		—	%

Timberland sales
Gross sales (000's)	$	14,768		$	12,515
Sales volumes (acres)	7,700			7,300
% of fee acres	1.7		%	1.7		%
Sales price (per acre) ⁽³⁾	$	1,924		$	1,718


⁽¹⁾	Includes chip-n-saw and sawtimber.


⁽²⁾	Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the years ended December 31, 2017 and 2016 .


⁽³⁾	Excludes value of timber reservations.

Our harvest management plan for 2018 entailed tactically deferring some harvest to future periods when we expect a stronger pricing environment. As a result, our harvest volume in the U.S. South for 2018 was 8% lower as compared to the prior year, consistent with our business plan.

Our realized stumpage prices are higher than South-wide average as reported by TimberMart-South for 2018 due to the strength of the micro-markets in which we operate. Our average pulpwood stumpage price for full-year 2018 was 6% higher than 2017 mainly due to improved pricing in Georgia and Alabama, especially in the Coastal Georgia market, and increased volumes harvested from the Coastal Georgia region, where we have successfully integrated the 15,000 acres acquired in the fourth quarter of 2017 into our operations. Our average sawtimber stumpage price of $24 per ton was the same as the prior year as a result of capturing higher product pricing, offset by a higher percentage of chip-n-saw volume in our sawtimber mix (55% in 2018 as compared to 44% in 2017). Our micro markets offer better pricing in these products than the South-wide averages. For example, while the South-wide average pine sawtimber stumpage price remained below $24 per ton for the eighth consecutive quarter, our pine sawtimber pricing has been consistently above $24 per ton at a premium of up to 9% over the South-wide average. Our pine chip-n-saw stumpage price has consistently yielded a pricing premium of more than 20% over the South-wide average the last eight quarters.

Additionally, we have integrated the Bandon Property in the Pacific Northwest into our operations. We harvested approximately 2,000 tons from the Bandon Property, which generated timber sales revenue of $0.1 million. More than 90% of the average five-year harvest volume from the Pacific Northwest is expected to be derived from sawtimber.

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We expect a higher percentage of stumpage sales versus delivered sales from the Bandon Property as compared to our U.S. South properties, especially in the near term.

Comparison of the year ended December 31, 2018 versus the year ended December 31, 2017

Revenues. Revenues increased to $97.9 million for the year ended December 31, 2018 from $91.3 million for the year ended December 31, 2017 due to an increase in timberland sales revenue of $2.8 million and an increase in asset management fees of $5.5 million , offset by a $1.9 million decrease in timber sales revenue. Timberland sales revenue increased to $17.5 million in 2018 from $14.8 million in 2017 as we sold more acres (within 1-2% of our annual land sales target) at a higher average price per acre. Asset management fees increased from $0.1 million in 2017 to $5.6 million in 2018 primarily due to $5.5 million in asset management fees from the Triple T Joint Venture, which closed on July 6, 2018. Gross timber sales revenue decreased by $1.9 million , or 3% , due to lower harvest volume offset by an increase in per-ton gross timber sales revenue. The lower harvest volume was primarily a result of management's plan to defer some harvest until a stronger pricing environment materializes in future periods. The increase in per-ton gross timber sales revenue resulted from capturing higher pulpwood pricing from strong micro-markets in the U.S. South and continuing to execute our delivered sales strategy. Delivered sales volume as percentage of total harvest increased from 74% in 2017 to 80% in 2018. Gross timber sales revenue from delivered sales includes logging and hauling costs that customers pay for deliveries. In future periods, we expect our delivered sales as a percentage of total harvest to be impacted by the Bandon Property in the Pacific Northwest due to its higher percentage of stumpage sales compared to our U.S. South properties.

Details of timber sales by product for the years ended December 31, 2017 and 2018 are shown in the following table:



	For the Year Ended December 31, 2017		Changes attributable to:					For the Year Ended December 31, 2018
(in thousands)	For the Year Ended December 31, 2017		Price/Mix		Volume ⁽³⁾			For the Year Ended December 31, 2018
Timber sales ⁽¹⁾
Pulpwood	$	37,432	$	933	$	(56	)	$	38,309
Sawtimber ⁽²⁾	33,921		381		(3,156		)	31,146
	$	71,353	$	1,314	$	(3,212	)	$	69,455


⁽¹⁾	Timber sales are presented on a gross basis.


⁽²⁾	Includes chip-n-saw and sawtimber.


⁽³⁾	Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume changes.

Operating expenses. Contract logging and hauling costs increased to $31.5 million for the year ended December 31, 2018 from $31.1 million for the year ended December 31, 2017 , as a result of slight increases in delivered sales volume and haul distance. Delivered sales increased as we continued to execute our delivered wood sales strategy on properties acquired since December 2013.

Depletion expense decreased 11% to $25.9 million for the year ended December 31, 2018 from $29.0 million for the year ended December 31, 2017 due to a 7% decrease (after considering the 2,000 tons harvested from the Bandon Property) in harvest volume and lower blended depletion rates. We calculate depletion rates annually by dividing the beginning merchantable inventory book value, after the write-off of accumulated depletion, by current standing timber inventory volume. Before the impact of any future acquisitions or significant land sales, the merchantable book value is expected to decrease over time due to depletion while the standing timber inventory volume is expected to stay relatively stable due to our sustainable harvest management practices. Therefore, we generally expect the depletion rates of our existing portfolio to decrease over time.

Cost of timberland sales increased to $13.5 million for the year ended December 31, 2018 from $10.4 million for the year ended December 31, 2017 as we sold more acres in 2018.

Forestry management expenses decreased to $6.3 million in 2018 from $6.8 million in 2017 primarily as a result of a $0.7 million decrease in personnel costs allocated to forestry management expense as a result of the Triple T Joint

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Venture, offset by a $0.3 million increase in third-party manager costs reflecting additional acres under management and a higher per-acre management fee due to a price-index-based adjustment.

General and administrative expenses increased to $12.4 million for the year ended December 31, 2018 from $11.7 million for the year ended December 31, 2017 , primarily due to a $1.6 million increase in personnel costs and a $0.9 million increase in various expense categories including audit, legal, consulting and board compensation, among others, offset by a $1.8 million decrease in costs related to acquisitions, transactions, joint ventures and new business initiatives. We received a $1.3 million reimbursement of transaction costs previously expensed in 2017 from the Triple T Joint Venture upon closing. Personnel costs increased as a result of an increased allocation of staff time to our joint venture asset management business, for which we earn asset management fees and receive reimbursements of certain personnel costs. These reimbursements of $0.2 million were included in asset management fee revenue in the accompanying consolidated statements of operations.

Other operating expenses increased to $6.3 million for the year ended December 31, 2018 from $5.3 million for the year ended December 31, 2017 , primarily as a result of a $0.4 million increase in cost basis removed related to expired leases and timber reservations, a $0.3 million increase in replanting costs on leased tracts, and a $0.3 million increase in road maintenance expenses.

Interest expense. Interest expense increased to $16.3 million for the year ended December 31, 2018 from $11.2 million for the year ended December 31, 2017 primarily due to a $5.3 million net increase in interest and unused commitment fees on our variable rate debt, and a $1.7 million write-off of deferred financing costs due to debt repayment and the amendment of our credit agreement in August 2018, offset by a $0.6 million decrease in interest rate swap payments and a $1.0 million increase in accrued patronage dividends. Interest on outstanding debt increased primarily due to a 23% increase in our weighted-average outstanding debt balance and higher LIBOR rates. The higher average debt balance was mainly a result of borrowing $200.0 million to fund our investment in the Triple T Joint Venture. See Note 5 – Notes Payable and Lines of Credit to our accompanying consolidated financial statements for additional information regarding patronage refunds and the 2018 Amended Credit Agreement.

Income (loss) from unconsolidated joint ventures. For the year ended December 31, 2018, we recognized $2.6 million of income from the Dawsonville Bluffs Joint Venture, which represents our portion of the joint venture's net income of $5.3 million , generated primarily through the sale of HBU timberland and mitigation bank credits. For the year ended December 31, 2018, we recognized a $109.6 million loss from the Triple T Joint Venture under the HLBV method of accounting. We expect the Dawsonville Bluffs Joint Venture will continue to generate earnings and cash flow over the near term as we continue to monetize this finite-life, $10.0 million investment. Under HLBV, we anticipate incurring losses from the unconsolidated Triple T Joint Venture equal to our book basis in the near term.

Net loss. Our net loss increased to $122.0 million for the year ended December 31, 2018 from $13.5 million for the year ended December 31, 2017 primarily due to the $109.6 million loss allocated from the Triple T Joint Venture, and a $5.1 million increase in interest expense, offset by a $4.9 million increase in operating income. Our net loss per share for the years ended December 31, 2018 and 2017 was $2.55 and $0.34 , respectively. We anticipate future net income or losses to fluctuate with timber prices, harvest volumes and mix, depletion rates, timberland sales, the performance of our joint ventures and interest expense based on our level and costs of current and future borrowings.

Comparison of the year ended December 31, 2017 versus the year ended December 31, 2016

Revenues. Revenues increased to $91.3 million for the year ended December 31, 2017 from $81.9 million for the year ended December 31, 2016 primarily due to an increase in timber sales revenue of $6.3 million and an increase in timberland sales revenue of $2.3 million , and an increase in other revenues of $0.9 million . Gross timber sales revenue increased by 10% , mainly due to a 6% increase in harvest volume as well as an increase in delivered sales as a percentage of total volume. 74% of our 2017 harvest volume came from delivered sales as compared to 64% in 2016.

Details of timber sales by product for the years ended December 31, 2016 and 2017 are shown in the following table:

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	For the Year Ended December 31, 2016		Changes attributable to:					For the Year Ended December 31, 2017
(in thousands)	For the Year Ended December 31, 2016		Price/Mix			Volume ⁽³⁾		For the Year Ended December 31, 2017
Timber sales ⁽¹⁾
Pulpwood	$	34,969	$	(773	)	$	3,236	$	37,432
Sawtimber ⁽²⁾	30,066		1,330			2,525		33,921
	$	65,035	$	557		$	5,761	$	71,353


⁽¹⁾	Timber sales are presented on a gross basis.


⁽²⁾	Includes chip-n-saw and sawtimber.


⁽³⁾	Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume change.

Timberland sales revenue increased to $14.8 million in 2017 from $12.5 million in 2016 as we sold more acres in 2017 at a higher sales price per acre. Other revenues increased to $5.2 million in 2017 from $4.3 million due to $0.4 million of lease termination revenue received for terminating 1,100 acres of long-term timber leases and higher hunting lease income as result of prior year acquisitions.

Operating expenses. Contract logging and hauling costs increased to $31.1 million for the year ended December 31, 2017 from $25.9 million for the year ended December 31, 2016, an increase of 20%, primarily as a result of a 22% increase in delivered sales volume.

Depletion expense for 2017 was $29.0 million, comparable to 2016, as a result of a 6% increase in harvest volume offset by lower blended depletion rates.

Other operating expenses increased to $5.3 million for the year ended December 31, 2017 from $5.0 million for the year ended December 31, 2016, primarily as a result of increases in property taxes due to having more acres under management .

Forestry management expenses increased to $6.8 million for the year ended December 31, 2017 from $6.1 million for the year ended December 31, 2016 due to increases in third-party manager costs as well as in operational staff compensation costs, reflecting the additional resources dedicated to managing a growing portfolio.

General and administrative expenses increased to $11.7 million for the year ended December 31, 2017 from $9.3 million for the year ended December 31, 2016, primarily due to an increase in employee compensation costs as a result of increased staffing, and a $1.3 million increase in transaction costs related to the Triple T Joint Venture, which was reimbursed by the Triple T Joint Venture in 2018.

Interest expense. Interest expense increased to $11.2 million for the year ended December 31, 2017 from $6.7 million for the year ended December 31, 2016 due to increases in outstanding debt balance, higher interest rates, and financing costs. As compared to 2016, we incurred $4.5 million higher interest expense related to our debt facilities, after considering the impact of patronage refunds, primarily due to a 43% higher weighted-average debt balance outstanding in 2017 and a higher weighted-average interest rate. Our interest rates increased in 2017 due to a higher mix of effectively fixed-rate debt and increases in LIBOR rates on our effectively variable-rate debt as compared to the prior year.

Net loss. Our net loss increased to $13.5 million for the year ended December 31, 2017 from $11.1 million for the year ended December 31, 2016 due to a $4.5 million increase in our interest expense, offset by a $0.8 million improvement in our operating loss and $1.1 million in income from the Dawsonville Bluffs Joint Venture. Our net loss per share for the years ended December 31, 2017 and 2016 was $0.34 and $0.29, respectively.

Adjusted EBITDA

The discussion below is intended to enhance the reader’s understanding of our operating performance and ability to satisfy lender requirements. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings before interest, taxes, depreciation and amortization; however, we have excluded certain other

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expenses which we believe are not indicative of the ongoing operating results of our timberland portfolio, and we refer to this measure as Adjusted EBITDA (see the reconciliation table below). As such, our Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Due to the significant amount of timber assets subject to depletion, significant income (losses) from unconsolidated joint ventures based on HLBV, and the significant amount of financing subject to interest and amortization expense, management considers Adjusted EBITDA to be an important measure of our financial performance. By providing this non-GAAP financial measure, together with the reconciliation below, we believe we are enhancing investors’ understanding of our business and our ongoing results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered in isolation or as an alternative to, or substitute for net income, cash flow from operations, or other financial statement data presented in accordance with GAAP in our consolidated financial statements as indicators of our operating performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:


•	Adjusted EBITDA does not reflect our capital expenditures, or our future requirements for capital expenditures;


•	Adjusted EBITDA does not reflect changes in, or our interest expense or the cash requirements necessary to service interest or principal payments on, our debt;


•	Although depletion is a non-cash charge, we will incur expenses to replace the timber being depleted in the future, and Adjusted EBITDA does not reflect all cash requirements for such expenses; and


•	Although HLBV income and losses are primarily hypothetical and non-cash in nature, Adjusted EBITDA does not reflect cash income or losses from unconsolidated joint ventures for which we use the HLBV method of accounting to determine our equity in earnings.

Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. Our credit agreement contains a minimum debt service coverage ratio based, in part, on Adjusted EBITDA since this measure is representative of adjusted income available for interest payments. We further believe that our presentation of this non-GAAP financial measurement provides information that is useful to analysts and investors because they are important indicators of the strength of our operations and the performance of our business.

For the year ended December 31, 2018 , Adjusted EBITDA was $49.8 million , a $7.8 million increase from the year ended December 31, 2017 , primarily due to a $5.5 million increase in asset management fees, a $4.8 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture, and a $2.2 million increase in net timberland sales, offset by a $2.3 million decrease in net timber sales, and a $2.1 million increase in general and administrative expenses.

Our reconciliation of net loss to Adjusted EBITDA for the years ended December 31, 2018 , 2017 , and 2016 follows:

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(in thousands)	2018			2017			2016
Net loss	$	(122,007	)	$	(13,510	)	$	(11,070	)
Add:
Depletion	25,912			29,035			28,897
Basis of timberland sold, lease terminations and other ⁽¹⁾	13,053			10,112			10,089
Amortization ⁽²⁾	2,821			1,270			1,093
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture ⁽³⁾	4,195			865			—
HLBV loss from unconsolidated joint venture ⁽⁴⁾	109,550			—			—
Stock-based compensation expense	2,689			2,786			1,724
Interest expense ⁽²⁾	13,643			10,093			5,753
(Gain) loss from large dispositions ⁽⁵⁾	390			—			—
Other ⁽⁶⁾	(460		)	1,319			322
Adjusted EBITDA	$	49,786		$	41,970		$	36,808


⁽¹⁾	Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.


⁽²⁾	For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, amortization of intangible lease assets, and amortization of mainline road costs, which are included in either interest expense, land rent expense, or other operating expenses in the accompanying consolidated statements of operations.


⁽³⁾	Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.


⁽⁴⁾	Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.

⁽⁵⁾

Large dispositions are defined as larger transactions in acreage and gross sales price than recurring HBU sales. Large dispositions are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.


⁽⁶⁾	Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.

Election as a REIT

We have elected to be taxed as a REIT under the Code, and we have operated as such beginning with our taxable year ended December 31, 2009. To qualify to be taxed as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for that year and for the four years following the year during which qualification is lost, unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.

Inflation

Our timber agreements provide that we will sell specified amounts of timber at prices subject to quarterly market pricing adjustments and monthly fuel pricing adjustments, which are intended to protect us from, and mitigate the risk of, the impact of inflation. The price of timber has generally increased with increases in inflation; however, we have

not noticed a significant impact from inflation on our revenues, net sales, or income from continuing operations. See Item 1 – Business for additional information regarding the material terms of our timber agreements.

Critical Accounting Estimates

Our accounting policies have been established to conform to GAAP and are disclosed in Note 2 to our accompanying consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, using management's best judgment, in the application of accounting policies. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of

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contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s estimates and assumptions or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues, and expenses would have been recorded, thus resulting in a different presentation of the financial statements or different amounts reported in the financial statements. Additionally, other companies may utilize different estimates and assumptions that may impact comparability of our results of operations to those of companies in similar businesses.

The following discussion addresses our most critical accounting estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of significant assumptions or complex estimates.

Timber Assets

Timber and timberlands, including logging roads, are stated at cost less accumulated depletion for timber harvested and accumulated amortization. We capitalize timber and timberland purchases. Reforestation costs, including all costs associated with stand establishment, such as site preparation, cost of seedlings, fertilization, and herbicide application, are capitalized and tracked as premerchantable timber assets by vintage year. Annually, capitalized reforestation costs for timber that has reached a merchantable age are reclassified into merchantable timber inventory and are depleted as harvested. Timber carrying costs, such as real estate taxes, insect control, wildlife control, leases of timberlands and forestry management personnel salaries and fringe benefits, are expensed as incurred. Costs of major roads are capitalized and amortized over their estimated useful lives. Costs of roads built to access multiple logging sites over numerous years are capitalized and amortized over seven years. Costs of roads built to access a single logging site are expensed as incurred.

Depletion

We recognize depletion expense as timber is harvested using the straight-line method. Depletion rates are established at least annually by dividing the remaining merchantable inventory book value by current merchantable timber inventory volume. Management believes that the straight-line method is preferable as it is based on the actual costs recorded and actual merchantable timber volume as of the date that the depletion rates are determined.

Evaluating the Recoverability of Timber Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our timber assets may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of timber assets may not be recoverable, we assess the recoverability of these assets by determining whether the carrying value will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. Impairment losses would be recognized for (i) long-lived assets used in our operations when the carrying value of such assets exceeds the undiscounted cash flows estimated to be generated from the future operations of those assets, and (ii) long-lived assets held for sale when the carrying value of such assets exceeds an amount equal to their fair value less selling costs. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We intend to use one harvest cycle for the purpose of evaluating the recoverability of timber and timberlands used in our operations. Future cash flow estimates are based on probability-weighted projections for a range of possible outcomes and are discounted at risk-free rates of interest. We consider assets to be held for sale at the point at which a sale contract is executed and the buyer has made a nonrefundable earnest money deposit against the contracted purchase price. We have determined that there has been no impairment of our long-lived assets to date.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of timberland properties, we allocate the purchase price to tangible assets, consisting of timberland and timber, and identified intangible assets and liabilities, which may include values associated with in-place leases

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or supply agreements, based in each case on our estimate of their fair values. The values of tangible assets are then allocated to timberland and timber based on our determination of the relative fair value of these assets.

Revenue Recognition

Effective January 1, 2018, we adopted ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) . Under the new standard, we recognize revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) the transaction price is determinable for each performance obligation, (iv) the transaction price is allocated to each performance obligation, and (v) when the performance obligations are satisfied. We derive a majority of our revenues from timber sales, timberland sales, recreational leases, and asset management fees.

(a) Timber Sales Revenue

We generate timber sales revenue from delivered wood sales, stumpage sales, and lump-sum sales with retained economic interests. Revenue for timber sales is recognized when the risk of loss passes to the customer. Only one performance obligation is associated with timber sales and it is satisfied when timber is delivered to or severed by the customer in an amount that reflects the consideration expected to be received.

Contractual terms of each timber sale, including pricing and volume for the respective product, are negotiated and

entered into by the field managers. In delivered wood sales, product pricing includes amount sufficient to cover costs of contracting third-party logging crews to harvest and haul timber to the customers. Revenue is recognized when timber is delivered to the customer and the sales volume/value is known when timber crosses the customers’ scale. Stumpage sales are typically executed using pay-as-cut contracts, where a purchaser acquires the right to harvest specified timber on a designated tract for a set period of time at agreed-upon unit prices. Revenue is recognized when timber is severed under pay-as-cut contracts. In a lump-sum sales contract with retained economic interests, we receive advance payments for the standing timber specified in the contract and the customer is responsible for cutting and hauling the timber. We satisfy our performance obligation when timber is severed, at which time revenue is recognized. Contract payments are generally due within a month from the date timber is harvested and/or delivered. The transaction price for timber sales is determined using contractual rates applied to harvest volumes.

(b) Timberland Sales Revenue

Performance obligations associated with timberland sales are met when all conditions of closing have been satisfied, which generally occurs at closing. Revenue for timberland sales is recognized at closing when title passes, payments are received or full collectability is probable, and control is passed to the buyer.

Recreational lease revenue is derived from the leasing of the right to use our timberland. The agreed-upon transaction price of a lease is generally paid in full at the beginning of the lease term and recorded as deferred revenue. Performance obligations associated with a recreational lease are generally met over the period of the lease term. Revenue is recognized evenly over the lease term as we have satisfied our performance obligation.

(d) Asset Management Fee Revenue

Under asset management agreements with our unconsolidated joint ventures, we earn management fees for performing asset management functions, as further described in Note 4 — Unconsolidated Joint Ventures of our accompanying consolidated financial statements . As asset management services are ongoing and provided on a recurring basis, the associated performance obligations are generally met over the service period at an agreed-upon price stated in the agreements. Revenue for asset management services is recognized at the end of each service period.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 7 – Commitments and Contingencies to our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:


•	Mahrt Timber Agreements;


•	Timberland operating agreements;


•	Obligations under operating leases; and


•	Litigation.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition or changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Subsequent Event

See Note 16 – Subsequent Event to our accompanying consolidated financial statements for details of events and transactions occurring after the year ended December 31, 2018 .


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a result of our debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we have entered into interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other than trading purposes. We manage our ratio of fixed-to-floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes in interest rates. We closely monitor interest rates and will continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods.

As of December 31, 2018 , the outstanding balance under the 2018 Amended Credit Agreement was $478.6 million , of which $100.0 million was outstanding under the Term Loan A-1, $100.0 million was outstanding under the Term Loan A-2, $68.6 million was outstanding under the Term Loan A-3, $140.0 million was outstanding under the Term Loan A-4, and $70.0 million was outstanding under the Multi-Draw Term Facility. The Term Loan A-1 matures on December 23, 2024 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 1.75% , the Term Loan A-2 matures on December 1, 2026 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 1.9% , the Term Loan A-3 matures on December 1, 2027 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 2.0% , the Term Loan A-4 matures on August 22, 2025 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 1.7% , and the Multi-Draw Term Facility matures on December 1, 2024 and bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on our LTV Ratio.

As of December 31, 2018 , we had ten outstanding interest rate swaps with terms below (sorted by maturity date):

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(in thousands)
Interest Rate Swap	Effective Date	Maturity Date	Pay Rate	Receive Rate	Notional Amount
2017 Swap - 3YR	3/28/2017	3/28/2020	1.800%	one-month LIBOR	$	30,000
2018 Swap - 2YR	9/6/2018	9/6/2020	2.796%	one-month LIBOR	$	50,000
2018 Swap - 3YR	9/6/2018	9/6/2021	2.869%	one-month LIBOR	$	50,000
2017 Swap - 4YR	3/28/2017	11/28/2021	2.045%	one-month LIBOR	$	20,000
2018 Swap - 4YR	2/28/2018	11/28/2022	2.703%	one-month LIBOR	$	30,000
2017 Swap - 7YR	3/23/2017	3/23/2024	2.330%	one-month LIBOR	$	20,000
2014 Swap - 10YR	12/23/2014	12/23/2024	2.395%	one-month LIBOR	$	35,000
2016 Swap - 8YR	8/23/2016	12/23/2024	1.280%	one-month LIBOR	$	45,000
2018 Swap - 8YR	2/28/2018	11/28/2026	2.884%	one-month LIBOR	$	20,000
2018 Swap - 9YR	8/28/2018	8/28/2027	3.014%	one-month LIBOR	$	50,000
Total					$	350,000

As of December 31, 2018 , after consideration of the interest rate swaps, $128.6 million of our total debt outstanding is subject to variable interest rates while the remaining $350.0 million is subject to effectively fixed interest rates. A change in the market interest rate impacts the net financial instrument position of our effectively fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows.

Details of our variable-rate and effectively fixed-rate debt outstanding as of December 31, 2018 , along with the corresponding average interest rates, are listed below:



	Expected Maturity Date
(dollars in thousands)	2019			2020			2021			2022			2023			Thereafter			Total
Maturing debt:
Variable-rate debt	$	—		$	—		$	—		$	—		$	—		$	128,619		$	128,619
Effectively fixed-rate debt	$	—		$	—		$	—		$	—		$	—		$	350,000		$	350,000
Average interest rate:
Variable-rate debt	—		%	—		%	—		%	—		%	—		%	4.46		%	4.46		%
Effectively fixed-rate debt	—		%	—		%	—		%	—		%	—		%	4.26		%	4.26		%

As of December 31, 2018 , the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was 4.31% . A 1.0% change in interest rates would result in a change in interest expense of approximately $1.3 million per year. The amount of effectively variable-rate debt outstanding in the future will be largely dependent upon the level of cash from operations and the rate at which we are able to deploy such proceeds toward repayment of outstanding debt, the acquisition of timberland properties, and investments in joint ventures.


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 of this report.


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A.	CONTROLS AND PROCEDURES

Management’s Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

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We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.

Because of the inherent limitations of internal control over financial reporting, including the possibility of human error, and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and represented within the time periods required.

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2018 . To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, our management believes that, as of December 31, 2018 , our system of internal control over financial reporting met those criteria, and therefore our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2018 .

Deloitte & Touche LLP, an independent registered public accounting firm and the auditor of our consolidated financial statements, has audited the effectiveness of our internal control over financial reporting as of December 31, 2018 and issued an attestation report. The report appears on page F-3 of this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.	OTHER INFORMATION

Not applicable.

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PART III

We will file a definitive Proxy Statement for our 2019 Annual Meeting of Stockholders (the "2019 Proxy Statement") with the SEC, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2019 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.


ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below is information regarding our executive officers as of the date of this report.



Name	Age	Position(s)
Jerry Barag	60	Chief Executive Officer, President, and Director
Brian M. Davis	49	Senior Vice President and Chief Financial Officer
Todd P. Reitz	48	Senior Vice President, Forest Resources
Lesley H. Solomon	47	General Counsel and Secretary

Jerry Barag has served as our Chief Executive Officer and President since October 2013 and became a director in December 2013. Mr. Barag also serves on the board of directors of the Triple T Joint Venture. Mr. Barag served as a consultant to us from August 2013 to his appointment as our Chief Executive Officer and President. Mr. Barag brings over 30 years of real estate, timberland and investment experience, including expertise in acquisitions, divestitures, asset management, property management and financing. From September 2011 to October 2013, Mr. Barag served as a Principal of TimberStar Advisors, an Atlanta-based timberland investment consulting firm, where he specialized in acquiring and managing timberlands in the United States. From 2004 to September 2011, he served as Managing Director of TimberStar Operating Partnership, a timberland investment joint venture among himself, John F. Rasor (President of the Triple T Joint Venture), iStar Financial, Inc. and other institutional investors. While at TimberStar, he oversaw the acquisition of over $1.4 billion of timberlands in Arkansas, Louisiana, Maine and Texas. From 2003 to 2004, he served as Chief Investment Officer of TimberVest, LLC, or TimberVest, an investment manager specializing in timberland investment planning. Prior to joining TimberVest, Mr. Barag served as Chief Investment Officer and Chairman of the Investment Committees for Lend Lease, a subsidiary of Lend Lease Corp., a construction, development and real estate investment management advisory company traded on the Australian Securities Exchange. Mr. Barag received his Bachelor of Science from The University of Pennsylvania, Wharton School.

Brian M. Davis has served as our Senior Vice President and Chief Financial Officer since March 2013. Mr. Davis served as our Treasurer from October 2013 to February 2018, as our Assistant Secretary from August 2013 to July 2018, and as our Secretary from July 2018 to October 2018. Mr. Davis also serves on the board of directors of the Triple T Joint Venture. Mr. Davis served as Senior Vice President and Chief Financial Officer of Wells Timberland Investment Management Organization from March 2009 until October 2013 and as Vice President from October 2007 through March 2009. From March 2013 to September 2013, he was Senior Vice President and Chief Financial Officer of Wells Core Office Income REIT, Inc.. From February 2012 to September 2013, Mr. Davis served as the Chief of Strategic Product Management for Wells Real Estate Funds with responsibility for the strategic planning, development and leadership of the corporate finance organization. In addition, Mr. Davis served as Senior Vice President of Wells Capital, Inc. ("Wells Capital") from February 2013 to September 2013. From 2000 until joining Wells Real Estate Funds in 2007, Mr. Davis worked at Atlanta-based SunTrust Bank ("SunTrust"), where he held various positions delivering capital market solutions – advisory, capital raising, and risk management – to public and private companies. Mr. Davis previously served with CoBank of Denver, Colorado, as Capital Markets Officer from 1998 to 2000 and with SunTrust as Portfolio Manager for the AgriFoods Specialty Lending Group from 1994 to 1998. Mr. Davis received his Bachelor of Business Administration and Master of Business Administration from Ohio University.

Todd P. Reitz has served as our Senior Vice President, Forest Resources since March 2017 and was designated as our principal operating officer in October 2018. Mr. Reitz also serves on the board of directors of the Triple T Joint Venture. Mr. Reitz has more than 20 years of experience in the timber industry with extensive marketing, harvesting, silviculture and business development experience across the U.S. South from East Texas to Virginia. From 2016 to 2017, Mr. Reitz

Table of Contents

served as the Atlantic South Regional Marketing Manager for Weyerhaeuser with operational oversight for all log and pulpwood production from East Alabama to Virginia. Mr. Reitz served as the Director of Export Business from 2013 to 2016 and as Senior Resource Manager from 2005 to 2013 at Plum Creek, which he joined in 1997. From 1994 to1997, Mr. Reitz worked for Stone Container, recruiting new landowners for future procurement and fiber sourcing. Mr. Reitz received his Bachelor of Science in Forest Management from Texas A&M University.

Lesley H. Solomon was appointed our General Counsel in September 2018 and our Secretary in October 2018. Prior to that, Ms. Solomon was an attorney with Alston & Bird LLP for 20 years, as a partner from 2006 to 2018 and as an associate from 1998 to 2006. At Alston & Bird, Ms. Solomon represented public and private companies as well as investment banks in equity and debt financings and mergers and acquisitions, specializing in working with REITs and financial institutions. Ms. Solomon received her J.D. from Georgetown Law School and her Bachelor of Arts from Duke University.

The other information required by this Item is incorporated by reference from the following sections of our 2019 Proxy Statement:


•	"Your Board of Directors — Proposal No. 1: Election of Directors — Director Nominees,"


•	"Your Board of Directors — Board Committees — Audit Committee."


•	"Stock Ownership", and


•	"Corporate Governance — Code of Business Conduct and Ethics."


ITEM 11.	EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the following sections of our 2019 Proxy Statement:


•	"Executive Compensation — Report of the Compensation Committee,"


•	"Executive Compensation — Compensation Discussion and Analysis," and


•	"Executive Compensation — Summary of Executive Compensation."


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the following sections of our 2019 Proxy Statement:


•	"Executive Compensation — Summary of Executive Compensation," and


•	"Stock Ownership."


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the following sections of our 2019 Proxy Statement:


•	"Corporate Governance — Related Person Transactions Policy," and


•	"Corporate Governance — Director Independence."


ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference from our 2019 Proxy Statement.

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PART IV


ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Below is a list of the financial statements filed herewith.



Financial Statements		Page

Reports of Independent Registered Public Accounting Firm		F- 2

Consolidated Balance Sheets as of December 31, 2018 and 2017		F- 4

Consolidated Statements of Operations for the Years Ended December 31, 201 8, 2017 and 2016		F- 5

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 201 8, 2017 and 2016		F- 6

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 201 8, 2017 and 2016		F- 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 201 8, 2017 and 2016		F- 8

Notes to Consolidated Financial Statements		F- 9

2. All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in the consolidated financial statements or the notes thereto.

3. The Exhibits listed below are provided in response to Item 601 of Regulation S-K. Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 001-36239. Our Registration Statements have the file numbers noted wherever such registration statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to stockholders without charge upon written request to Investor Relations.



Exhibit Number		Description

2.1		Crown Pine Purchase Agreement, dated as of May 14, 2018, by and among Creek Pine Holdings, LLC, Crown Pine Parent, L.P., Crown Pine REIT, Inc., GPT1, LLC and Crown Pine Timber 1, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on May 18, 2018)

3.1		Sixth Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 12, 2013)

3.2		First Articles of Amendment to the Sixth Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-191322) filed on September 23, 2013 (the “Initial Form S-11”))

3.3		Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 25, 2013 (the “October 2013 Form 8-K”))

3.4		Articles of Amendment (incorporated by reference to Exhibit 3.2 to the October 2013 Form 8-K)



Exhibit Number		Description

3.5		Articles Supplementary (incorporated by reference to Exhibit 3.3 to the October 2013 Form 8-K)

3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-8 (File No. 333-191916) filed on October 25, 2013 (the “2013 Form S-8”)

10.1*		Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber Operating Partnership, L.P., dated as of October 31, 2018

10.2 ⁺		Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the 2013 Form S-8)

10.3 ^+*		Amendment to the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan, dated as of January 19, 2018

10.4 ⁺		CatchMark Timber Trust, Inc. Amended and Restated Independent Directors Compensation Plan (effective October 1, 2015) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 2, 2015)

10.5 ^+*		Schedule I to the CatchMark Timber Trust, Inc. Amended and Restated Independent Directors Compensation Plan (effective August 2, 2018)

10.6 ⁺		Form of Service-Based Restricted Stock Award Certificate under the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.73 to the Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 13, 2014)

10.7 ⁺		Form of 2015 Performance-Based Restricted Stock Award Certificate under the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 7, 2016)
10.8 ⁺		Form of Performance-Based Restricted Stock Unit Award Certificate under the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 8, 2016)

10.9 ⁺		CatchMark Timber Trust, Inc. 2017 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 3, 2017)

10.10 ^+*		Form of Time-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

10.11 ^+*		Form of Time-Based LTIP Unit Award Certificate under the CatchMark Timber Trust Inc. 2017 Incentive Plan

10.12 ^+*		Form of Performance-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

10.13 ^+*		Form of Performance-Based LTIP Unit Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

10.14 ^+*		Form of Distribution Equivalent Award Certificate with respect to Restricted Stock Awards under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

10.15 ^+*		Form of Distribution Equivalent Award Certificate with respect to LTIP Unit Awards under the CatchMark Timber Trust Inc. 2017 Incentive Plan

10.16 ⁺		Employment Agreement by and between CatchMark Timber Trust, Inc. and Jerry Barag, dated as of October 30, 2018 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed on October 30, 2013 (the "2013 Third Quarter Form 10-Q")

10.17 ^+*		First Amendment to Employment Agreement by and between CatchMark Timber Trust, Inc. and Jerry Barag, dated as December 31, 2018

10.18 ⁺		Employment Agreement by and between CatchMark Timber Trust, Inc. and Brian M. Davis (incorporated by reference to Exhibit 10.11 to the 2013 Third Quarter Form 10-Q)



Exhibit Number		Description

10.19 ^+*		First Amendment to Employment Agreement by and between CatchMark Timber Trust, Inc. and Brian M. Davis, dated as of December 31, 2018

10.20 ⁺		Employment Agreement by and between CatchMark Timber Trust, Inc. and John F. Rasor, dated as of December 31, 2018 (incorporated by reference to Exhibit 10.10 to the 2013 Third Quarter Form 10-Q)

10.21		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Initial Form S-11)

10.22		Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017, by and among CatchMark Timber Trust, Inc. and its wholly-owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, AgFirst Farm Credit Bank, Cooperatieve Rabobank U.A., New York Branch, and certain financial institutions named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 7, 2017 (the “December 2017 8-K” , and Exhibit 10.4 to the Current Report on Form 8-K/A filed on January 5, 2018))

10.23		Consent and Amendment Agreement, dated as of June 29, 2018, by and among CatchMark Timber Trust, Inc. and its wholly-owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, and certain financial institutions named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 5, 2018)

10.24*		Agreement Regarding Amendments and Term A-4 Loan Credit Facility, dated as August 22, 2018, by and among CatchMark Timber Operating Partnership, L.P., the other Loan Parties thereto, CoBank, ACB, as the administrative agent for the Lender Parties, and the Lender Parties and Voting Participants thereto (including as Schedule A the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 and amended as of August 22, 2018, by and among CatchMark Timber Trust, Inc. and its wholly owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, AgFirst Farm Credit Bank, Coöperatieve Rabobank U.A., New York Branch, and certain financial institutions therein)

10.25		Fourth Amended and Restated Security Agreement, dated as of December 1, 2017, made by CatchMark Timber Trust, Inc., CatchMark LP Holder, LLC, CatchMark Timber Operating Partnership, L.P., Timberlands II, LLC, CatchMark TRS, Inc., CatchMark TRS Harvesting Operations, LLC, CatchMark HBU, LLC, CatchMark Texas Timberlands GP, LLC, CatchMark Texas Timberlands, L.P., CatchMark TRS Management, LLC, CatchMark TRS Harvesting Operations II, LLC, CatchMark Southern Holdings II GP, LLC, CatchMark Southern Timberlands II, L.P., CatchMark South Carolina Timberlands, LLC and CatchMark TRS Investments, LLC in favor of CoBank, ACB, as administrative agent for the benefit of itself and each Lender Party (incorporated by reference to Exhibit 10.2 to the December 2017 Form 8-K)

10.26		Fourth Amended and Restated Pledge Agreement, dated as of December 1, 2017, made by CatchMark Timber Trust, Inc., CatchMark LP Holder, LLC, CatchMark Timber Operating Partnership, L.P., Timberlands II, LLC, CatchMark Timber TRS, Inc., CatchMark TRS Harvesting Operations, LLC, CatchMark HBU, LLC, CatchMark Texas Timberlands GP, LLC, CatchMark Texas Timberlands, L.P., CatchMark TRS Management, LLC, CatchMark TRS Harvesting Operations II, LLC, CatchMark Southern Holdings II GP, LLC, CatchMark Southern Timberlands II, L.P., CatchMark South Carolina Timberlands, LLC and CatchMark TRS Investments, LLC in favor of CoBank, ACB, as administrative agent for the benefit of itself and each Lender Party (incorporated by reference to Exhibit 10.3 to the December 2017 Form 8-K)

10.27^		Purchase and Sale Agreement, dated as of August 20, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., Forest Investment Associates L.P. and First American Title Insurance Company (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 1, 2018 (the “2018 Third Quarter Form 10-Q”)

10.28^		First Amendment to Purchase and Sale Agreement, dated as of October 4, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P. (incorporated by reference to Exhibit 10.3 to the 2018 Third Quarter Form 10-Q)

10.29*^		Second Amendment to Purchase and Sale Agreement, dated as of November 5, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

10.30*		Third Amendment to Purchase and Sale Agreement, dated as November 8, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associate L.P.



Exhibit Number		Description

10.31*^		Fourth Amendment to Purchase and Sale Agreement, dated as of November 26, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

10.32*		Fifth Amendment to Purchase and Sale Agreement, dated as of November 29, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

10.33		Option Agreement, dated as of May 30, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P. (incorporated by reference to Exhibit 10.4 to the 2018 Third Quarter Form 10-Q)

10.34*		First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P.

10.35*		Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partner II, L.P.

10.36*		Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P.

10.37		Option Agreement, dated as of May 30, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC (incorporated by reference to Exhibit 10.5 to the 2018 Third Quarter Form 10-Q)

10.38*		First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC

10.39*		Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC

10.40*		Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC

10.41		Option Agreement, dated as May 30, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC (incorporated by reference to Exhibit 10.6 to the 2018 Third Quarter Form 10-Q)

10.42*		First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC

10.43*		Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and LTR IV LLC

10.44*		Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC

10.45^		Limited Partnership Agreement of TexMark Timber Treasury, L.P., dated as of July 6, 2018, by and among Triple T GP, LLC, Creek Pine Holdings, LLC, IMC RRIF C US Inc., IMC RRIF M US Inc., IMC RRIF PS US Inc., IMC RRIF T US Inc., IMC RRIF WS US Inc., IMC RRIF H US Inc., and bcIMC (WCBAF REKYN) Investment Corporation, Caddo TIG Newco L.P., Caddo Investors Holdings 1 LLC, Highland Floating Rate Opportunities Fund, NexPoint Strategic Opportunities Fund, NexPoint Real Estate Strategies Fund, and JAWS Capital, LP (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Current Report on Form 8-K filed September 12, 2018)

10.46^		Asset Management Agreement, dated July 6, 2018, between Creek Pine REIT, LLC, Crown Pine Realty 1, Inc. and CatchMark TRS Creek Management, LLC (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Current Report on Form 8-K filed on September 12, 2018)

21.1*		Subsidiaries of the Company

23.1*		Consent of Deloitte & Touche LLP

23.2*		Consent of Deloitte & Touche LLP

31.1*		Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit Number		Description

31.2*		Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Statement of the Principal Executive Officer and Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1*		Audited Financial Statements of TexMark Timber Treasury, L.P. as of and for the period ended December 31, 2018

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*		Filed herewith.
+		Management contract or compensatory plan or arrangement.
^		Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the SEC.

(b) See (a) 3 above.


ITEM 16.	FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 1 ^st day of March 2019.



		CATCHMARK TIMBER TRUST, INC. (Registrant)

Date:	March 1, 2019	By:	/s/ JERRY BARAG
			Jerry Barag Chief Executive Officer, President, and Director



Signature	Title	Date

/S/ JERRY BARAG	Chief Executive Officer, President, and Director	March 1, 2019
Jerry Barag	(Principal Executive Officer)

/S/ BRIAN M. DAVIS	Senior Vice President and Chief Financial Officer	March 1, 2019
Brian M. Davis	(Principal Financial Officer and Principal Accounting Officer)

/S/ WILLIS J. POTTS, JR.	Chairman of the Board	March 1, 2019
Willis J. Potts, Jr.

/S/ DONALD S. MOSS	Independent Director	March 1, 2019
Donald S. Moss

/S/ DOUGLAS D. RUBENSTEIN	Independent Director	March 1, 2019
Douglas D. Rubenstein

/S/ HENRY G. ZIGTEMA	Independent Director	March 1, 2019
Henry G. Zigtema

/S/ PAUL S. FISHER	Independent Director	March 1, 2019
Paul S. Fisher

/S/ MARY E. MCBRIDE	Independent Director	March 1, 2019
Mary E. McBride

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Financial Statements		Page

Reports of Independent Registered Public Accounting Firm		F- 2

Consolidated Balance Sheets as of December 31, 2018 and 2017		F- 4

Consolidated Statements of Operations for the Years Ended December 31, 201 8, 2017 and 2016		F- 5

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 201 8, 2017 and 2016		F- 6

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 201 8, 2017 and 2016		F- 7

Consolidated Statements of Cash Flows for the Years Ended December 31, 201 8, 2017 and 2016		F- 8

Notes to Consolidated Financial Statements		F- 9

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CatchMark Timber Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CatchMark Timber Trust, Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

March 1, 2019

We have served as the Company’s auditor since 2005.

F- 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CatchMark Timber Trust, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CatchMark Timber Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated March 1, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

March 1, 2019

F- 3

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except for per-share amounts)



	December 31,
	2018			2017
Assets:
Cash and cash equivalents	$	5,614		$	7,805
Accounts receivable	7,355			4,575
Prepaid expenses and other assets	7,369			5,436
Deferred financing costs	327			403
Timber assets (Note 3):
Timber and timberlands, net	687,851			710,246
Intangible lease assets, less accumulated amortization of $945 and $941 as of December 31, 2018 and 2017, respectively	12			16
Investments in unconsolidated joint ventures (Note 4)	96,244			11,677
Total assets	$	804,772		$	740,158

Liabilities:
Accounts payable and accrued expenses	$	4,936		$	4,721
Other liabilities	5,940			2,969
Notes payable and lines of credit, less net deferred financing costs (Note 5)	472,240			330,088
Total liabilities	483,116			337,778

Commitments and Contingencies (Note 7)	—			—

Stockholders’ Equity:
Class A common stock, $0.01 par value; 900,000 shares authorized; 49,127 and 43,425 shares issued and outstanding as of December 31, 2018 and 2017, respectively	492			434
Additional paid-in capital	730,416			661,222
Accumulated deficit and distributions	(409,260		)	(261,652		)
Accumulated other comprehensive income	8			2,376
Total stockholders’ equity	321,656			402,380
Total liabilities and stockholders’ equity	$	804,772		$	740,158

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per-share amounts)



	Years Ended December 31,
	2018			2017			2016
Revenues:
Timber sales	$	69,455		$	71,353		$	65,035
Timberland sales	17,520			14,768			12,515
Asset management fees	5,603			108			—
Other revenues	5,279			5,066			4,305
	97,857			91,295			81,855
Expenses:
Contract logging and hauling costs	31,469			31,108			25,918
Depletion	25,912			29,035			28,897
Cost of timberland sales	13,512			10,423			10,405
Forestry management expenses	6,283			6,758			6,092
General and administrative expenses	12,425			11,660			9,309
Land rent expense	660			621			625
Other operating expenses	6,303			5,264			5,017
	96,564			94,869			86,263
Operating income (loss)	1,293			(3,574		)	(4,408		)

Other income (expense):
Interest income	262			113			44
Interest expense	(16,255		)	(11,187		)	(6,706		)
	(15,993		)	(11,074		)	(6,662		)

Loss before large dispositions and joint ventures	(14,700		)	(14,648		)	(11,070		)
Gain (loss) on large dispositions	(390		)	—			—
Income (loss) from unconsolidated joint ventures	(106,917		)	1,138			—
Net loss	$	(122,007	)	$	(13,510	)	$	(11,070	)

Weighted-average common shares outstanding —basic and diluted	47,937			39,751			38,830

Net loss per share - basic and diluted	$	(2.55	)	$	(0.34	)	$	(0.29	)

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)



	Years Ended December 31,
	2018			2017			2016
Net loss	$	(122,007	)	$	(13,510	)	$	(11,070	)
Other comprehensive income (loss):
Market value adjustment to interest rate swaps	(2,368		)	629			3,167
Comprehensive loss	$	(124,375	)	$	(12,881	)	$	(7,903	)

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except for per-share amounts)



	Class A Common Stock					Additional Paid-In Capital			Accumulated Deficit and Distributions			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares		Amount			Additional Paid-In Capital			Accumulated Deficit and Distributions			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, December 31, 2015	38,975		$	390		$	607,409		$	(195,341	)	$	(1,420	)	$	411,038
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	131		1			1,524			—			$	—		1,525
Dividends on common stock ($0.53 per share)	—		—			—			(20,382		)	$	—		(20,382		)
Repurchase of common stock	(309	)	(3		)	(3,205		)	—			$	—		(3,208		)
Net loss	—		—			—			(11,070		)	—			(11,070		)
Other comprehensive income	—		—			—			—			3,167			3,167
Balance, December 31, 2016	38,797		$	388		$	605,728		$	(226,793	)	$	1,747		$	381,070
Issuance of common stock pursuant to:
Equity offering	4,600		46			56,764			—			—			56,810
LTIP, net of forfeitures and amounts withheld for income taxes	125		1			2,474			—			—			2,475
Stock issuance cost						(2,709		)							(2,709		)
Dividends on common stock ($0.54 per share)	—		—			—			(21,349		)	—			(21,349		)
Repurchase of common stock	(97	)	(1		)	(1,035		)	—			—			(1,036		)
Net loss	—		—			—			(13,510		)	—			(13,510		)
Other comprehensive income	—		—			—			—			629			629
Balance, December 31, 2017	43,425		$	434		$	661,222		$	(261,652	)	$	2,376		$	402,380
Issuance of common stock pursuant to:
Equity offering	5,750		58			72,392			—			—			72,450
LTIP, net of forfeitures and amounts withheld for income taxes	50		1			1,341			—			—			1,342
Stock issuance cost	—		—			(3,537		)	—			—			(3,537		)
Dividends on common stock ($0.54 per share)	—		—			—			(25,601		)	—			(25,601		)
Repurchase of common stock	(98	)	(1		)	(1,002		)	—			—			(1,003		)
Net loss	—		—			—			(122,007		)	—			(122,007		)
Other comprehensive loss	—		—			—			—			(2,368		)	(2,368		)
Balance, December 31, 2018	49,127		$	492		$	730,416		$	(409,260	)	$	8		$	321,656

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Years Ended December 31,
	2018			2017			2016
Cash Flows from Operating Activities:
Net loss	$	(122,007	)	$	(13,510	)	$	(11,070	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion	25,912			29,035			28,897
Basis of timberland sold, lease terminations and other	13,053			10,112			10,089
Stock-based compensation expense	2,689			2,786			1,724
Noncash interest expense	2,612			1,094			954
Other amortization	210			176			139
Loss (income) from unconsolidated joint ventures	106,917			(1,138		)	—
Operating distributions from unconsolidated joint ventures	3,771			—			—
Loss from large dispositions	390			—			—
Changes in assets and liabilities:
Accounts receivable	(3,449		)	(1,208		)	(1,201		)
Prepaid expenses and other assets	(260		)	160			(224		)
Accounts payable and accrued expenses	122			279			1,141
Other liabilities	(164		)	(367		)	400
Net cash provided by operating activities	29,796			27,419			30,849

Cash Flows from Investing Activities:
Timberland acquisitions and earnest money paid	(91,821		)	(52,260		)	(141,570		)
Capital expenditures (excluding timberland acquisitions)	(4,571		)	(5,617		)	(3,195		)
Investment in unconsolidated joint ventures	(200,000		)	(10,539		)	—
Distributions from unconsolidated joint ventures	4,744			—			—
Net proceeds from large dispositions	79,134			—			—
Net cash used in investing activities	(212,514		)	(68,416		)	(144,765		)

Cash Flows from Financing Activities:
Proceeds from notes payable	289,000			304,119			143,500
Repayment of notes payable	(148,000		)	(292,156		)	(2,846		)
Financing costs paid	(1,434		)	(3,674		)	(1,866		)
Issuance of common stock	72,450			56,810			—
Dividends paid to common stockholders	(25,601		)	(21,349		)	(20,382		)
Repurchase of common shares under the share repurchase program	(1,003		)	(1,036		)	(3,208		)
Repurchase of common shares for minimum tax withholdings	(1,348		)	(311		)	(199		)
Other offering costs paid	(3,537		)	(2,709		)	—
Net cash provided by financing activities	180,527			39,694			114,999
Net change in cash and cash equivalents	(2,191		)	(1,303		)	1,083
Cash and cash equivalents, beginning of period	7,805			9,108			8,025
Cash and cash equivalents, end of period	$	5,614		$	7,805		$	9,108

See accompanying notes.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018 , 2017 , AND 2016


1.	Organization

CatchMark Timber Trust , Inc. (" CatchMark Timber Trust ") (NYSE: CTT) owns and operates timberlands located in the United States and has elected to be taxed as a REIT for federal income tax purposes. CatchMark Timber Trust acquires, owns, operates, manages, and disposes of timberland directly, through wholly-owned subsidiaries, or through joint ventures. CatchMark Timber Trust was incorporated in Maryland in 2005 and commenced operations in 2007. CatchMark Timber Trust conducts substantially all of its business through CatchMark Timber Operating Partnership, L.P. (“ CatchMark Timber OP ”), a Delaware limited partnership. CatchMark Timber Trust is the general partner of CatchMark Timber OP , possesses full legal control and authority over its operations, and owns 99.99% of its common partnership units. CatchMark LP Holder, LLC (“CatchMark LP Holder”), a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber Trust , is the sole limited partner of CatchMark Timber OP and owns the remaining 0.01% of its common partnership units. In addition, CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly owned subsidiary of CatchMark Timber OP in 2006, is our taxable REIT subsidiary. Unless otherwise noted, references herein to CatchMark shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP , and the subsidiaries of CatchMark Timber OP , including CatchMark TRS.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of CatchMark have been prepared in accordance with GAAP and include the accounts of CatchMark and any VIE in which CatchMark is deemed the primary beneficiary. With respect to entities that are not VIEs, CatchMark’s consolidated financial statements also include the accounts of any entity in which CatchMark owns a controlling financial interest and any limited partnership in which CatchMark owns a controlling general partnership interest. In determining whether a controlling interest exists, CatchMark considers, among other factors, the ownership of voting interests, protective rights, and participatory rights of the investors. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual results could differ from those estimates.

Fair Value Measurements

CatchMark estimates the fair value of its assets and liabilities where currently required under GAAP consistent with the provisions of the accounting standard for fair value measurements and disclosures. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending on availability:

Level 1 — Assets or liabilities for which the identical term is traded on an active exchange, such as publicly-traded instruments or futures contracts.

Level 2 — Assets and liabilities valued based on observable market data for similar instruments.

Level 3 — Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may

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be internally developed. Significant assumptions may include risk premiums that a market participant would require.

Cash and Cash Equivalents

CatchMark considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts.

Accounts Receivable

Accounts receivable mainly consists of timber sales receivable, asset management fees receivable, and patronage refunds receivable. Accounts receivable are recorded at the original amount earned, net of allowances for doubtful accounts, which approximates fair value. Accounts receivable are deemed past due based on their respective payment terms. Management assesses the realizability of accounts receivable on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. As of December 31, 2018 , accounts receivable balance included $3.3 million of estimated patronage refunds due from our lenders, which we expect to receive in March 2019, and $2.8 million of asset management fees from the Triple T Joint Venture, which was received in January 2019. See Note 5, Notes Payable and Lines of Credit for further information regarding the patronage refunds and Note 4 – Unconsolidated Joint Ventures for further information regarding asset management fees earned from the Triple T Joint Venture.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets are generally comprised of fair value of interest rate swaps, earnest money, equity in patronage banks, prepaid insurance, prepaid rent, prepaid operating costs, fixed assets, and deferred costs associated with pending acquisitions. Prepaid expenses are expensed over the applicable usage period or reclassified to other asset accounts upon being put into service in future periods. Balances without future economic benefit are written off as they are identified.

Deferred Financing Costs

Deferred financing costs are comprised of costs incurred in connection with securing financing from third-party lenders and are capitalized and amortized on a straight-line basis (which approximates the effective interest rate method) over the terms of the related financing arrangements. Deferred financing costs relating to term loans and the multi-draw term facility are presented as a direct deduction from the carrying amount of the related debt liability on the accompanying consolidated balance sheets and costs associated with the revolving credit facility are presented as an asset on the accompanying consolidated balance sheets.

For further information regarding CatchMark's credit agreements, outstanding balance of debt and associated deferred financing costs, please refer to Note 5 – Notes Payable and Lines of Credit . CatchMark recognized amortization of deferred financing costs for the years ended December 31, 2018 , 2017 , and 2016 of approximately $2.6 million , $1.0 million , and $0.9 million , respectively, which is included in interest expense in the accompanying consolidated statements of operations.

Timber Assets

Timber and timberlands, including logging roads, are stated at cost less accumulated depletion for timber harvested and accumulated road amortization. CatchMark capitalizes timber and timberland purchases. Reforestation costs, including all costs associated with stand establishment, such as site preparation, cost of seedlings, fertilization, and herbicide application, are capitalized and tracked as premerchantable timber assets by vintage year. Annually, capitalized reforestation costs for timber that has reached a merchantable age is reclassified into merchantable timber inventory and are depleted as harvested. Timber carrying costs, such as real estate taxes, insect control, wildlife control, leases of timberlands, and forestry management personnel salaries and fringe benefits, are expensed as incurred. Costs

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of major roads are capitalized and amortized over their estimated useful lives. Costs of roads built to access multiple logging sites over numerous years are capitalized and amortized over seven years. Costs of roads built to access a single logging site are expensed as incurred.

Depletion

CatchMark recognizes depletion expense as timber is harvested using the straight-line method. Depletion rates are established at least annually by dividing the remaining merchantable timber inventory book value by current merchantable timber inventory volume. Management believes that the straight-line method is preferable as it is based on the actual costs recorded and actual merchantable timber volume as of the date that the depletion rates are determined.

Evaluating the Recoverability of Timber Assets

CatchMark continually monitors events and changes in circumstances that could indicate that the carrying amounts of the timber assets in which CatchMark has an ownership interest may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of timber assets may not be recoverable, CatchMark assesses the recoverability of these assets by determining whether the carrying value will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. Impairment losses would be recognized for (i) long-lived assets used in CatchMark’s operations when the carrying value of such assets exceeds the undiscounted cash flows estimated to be generated from the future operations of those assets, and (ii) long-lived assets held for sale when the carrying value of such assets exceeds an amount equal to their fair value less selling costs. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. CatchMark intends to use one harvest cycle for the purpose of evaluating the recoverability of timber and timberlands used in its operations. Future cash flow estimates are based on discounted probability-weighted projections for a range of possible outcomes. CatchMark considers assets to be held for sale at the point at which a sale contract is executed and the buyer has made a non-refundable earnest money deposit against the contracted purchase price. CatchMark has determined that there has been no impairment of its long-lived assets to date.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of timberland properties, CatchMark allocates the purchase price to tangible assets, consisting of timberland and timber, and identified intangible assets and liabilities, which may include values associated with in-place leases or supply agreements, based in each case on management’s estimate of their fair values. The values of tangible assets are then allocated to timberland and timber based on management’s determination of the relative fair value of these assets.

Intangible Lease Assets

In-place ground leases with CatchMark as the lessee have value associated with effective contractual rental rates that are below market rates. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management’s estimate of fair market lease rates for the corresponding in-place lease, measured over a period equal to the remaining terms of the leases. The capitalized below-market in-place lease values are recorded as intangible lease assets and are amortized as adjustments to land rent expense over the weighted-average remaining term of the respective leases.

Investments in Unconsolidated Joint Ventures

For joint ventures that it does not control but exercises significant influence, CatchMark uses the equity method of accounting. CatchMark's judgment about its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace

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CatchMark as manager, and/or to liquidate the venture. Under the equity method, the investment in a joint venture is recorded at cost and adjusted for equity in earnings and cash contributions and distributions. Income or loss and cash distributions from an unconsolidated joint venture are allocated according to the provisions of the respective joint venture agreement, which may be different from its stated ownership percentage. Any difference between the carrying amount of these investments on CatchMark’s balance sheets and the underlying equity in net assets on the joint venture’s balance sheets is adjusted as the related underlying assets are depreciated, amortized, or sold. Distributions received from unconsolidated joint ventures are classified in the accompanying consolidated statements of cash flows using the

cumulative earnings approach under which distributions received in an amount equal to cumulative equity in earnings are classified as cash inflows from operating activities and distributions received in excess of cumulative equity in earnings represent returns of investment and therefore are classified as cash inflows from investing activities.

CatchMark evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, CatchMark estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management assesses whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) CatchMark’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," CatchMark reduces the investment to its estimated fair value.

For information on CatchMark’s unconsolidated joint ventures, which are accounted for using the equity method of

accounting, see Note 4 — Unconsolidated Joint Ventures .

Fair Value of Debt Instruments

CatchMark applies the provisions of the accounting standard for fair value measurements and disclosures in estimations of fair value of its debt instruments based on Level 2 assumptions. The fair value of the outstanding notes payable was estimated based on discounted cash flow analysis using the current observable market borrowing rates for similar types of borrowing arrangements as of the measurement date. The discounted cash flow method of assessing fair value results in a general approximation of book value, and such value may never actually be realized.

Interest Rate Swaps

CatchMark has entered into interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. CatchMark does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. The fair values of interest rate swaps are recorded as either prepaid expenses and other assets or other liabilities in the accompanying consolidated balance sheets. Changes in the fair value of the interest rate swaps that are designated as hedges are recorded as other comprehensive income (loss). Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain (loss) on interest rate swap in the consolidated statements of operations. Amounts received or paid under interest rate swaps are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment.

CatchMark applied the provisions of the accounting standard for fair value measurements and disclosures in recording its interest rate swaps at fair value. The fair value of the interest rate swaps, classified under Level 2, was determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of CatchMark's credit standing, credit risk of counterparties, and reasonable estimates about relevant future market conditions.

Common Stock

The par value of CatchMark’s issued and outstanding shares of common stock is recorded as common stock. The remaining gross proceeds, net of offering costs, are recorded as additional paid-in capital.

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Revenue Recognition

Effective January 1, 2018, CatchMark adopted ASU 2014-09 , Revenue from Contracts with Customers (Topic 606), a new revenue recognition model that supersedes most revenue recognition guidance under GAAP. Under this ASU and subsequently issued amendments, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that it expects to receive for the goods or services. CatchMark adopted ASU 2014-09 and its amendments using the modified retrospective method. Management performed a comprehensive evaluation of the impact of the new standard across all revenue streams and determined that the timing of revenue recognition and its classification in CatchMark’s consolidated financial statements remain substantially unchanged; however, additional disclosures are required.

Prior to the adoption, CatchMark's revenue from the sale of timber was recognized when the following criteria were met: (i) persuasive evidence of an agreement existed, (ii) legal ownership and the risk of loss were transferred to the purchaser, (iii) price and quantity were determinable, and (iv) collectability was reasonably assured. Under the new standard, CatchMark recognizes revenue when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) transaction price is determinable for each performance obligation, (iv) the transaction price is allocated to each performance obligation, and (v) when the performance obligations are satisfied. CatchMark derives a majority of its revenues from timber sales, timberland sales, recreational leases, and asset management fees.

(a) Timber Sales Revenue

CatchMark generates its timber sales revenue from delivered wood sales, stumpage sales, and lump-sum sales with retained economic interests. Revenue for timber sales is recognized when the risk of loss passes to the customer. Only one performance obligation is associated with timber sales and it is satisfied when timber is delivered to or severed by the customer in an amount that reflects the consideration expected to be received.

Contractual terms of each timber sale, including pricing and volume for the respective product, are negotiated and entered into by the field managers. In delivered wood sales, product pricing includes amount sufficient to cover costs of contracting third-party logging crews to harvest and haul timber to the customers. Revenue is recognized when timber is delivered to the customer and the sales volume/value is known when timber crosses the customers’ scale. Stumpage sales are typically executed using pay-as-cut contracts, where a purchaser acquires the right to harvest specified timber on a designated tract for a set period of time at agreed-upon unit prices. Revenue is recognized when timber is severed under pay-as-cut contracts. In a lump-sum sales contract with retained economic interests, CatchMark receives advance payments for the standing timber specified in the contract and the customer is responsible for cutting and hauling the timber. CatchMark satisfies its performance obligation when timber is severed, at which time revenue is recognized. Contract payments are generally due within a month from the date timber is harvested and/or delivered. The transaction price for timber sales is determined using contractual rates applied to harvest volumes.

(b) Timberland Sales Revenue

Recreational lease revenue is derived from the leasing of the right to use CatchMark’s timberland. The agreed-upon transaction price of a lease is generally paid in full at the beginning of the lease term and recorded as deferred revenue. Performance obligations associated with a recreational lease are generally met over the period of the lease term. Revenue is recognized evenly over the lease term as CatchMark has satisfied its performance obligation.

(d) Asset Management Fees Revenue

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Under asset management agreements with its unconsolidated joint ventures, CatchMark earns management fees for performing asset management functions, as further described in Note 4 — Unconsolidated Joint Ventures. As asset management services are ongoing and provided on a recurring basis, the associated performance obligations are generally met over the service period at an agreed-upon price stated in the agreements. Revenue for asset management services is recognized at the end of each service period.

Large Dispositions

Large dispositions are sales of large blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities, including, but not limited to redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of our common stock. Such large dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land's timber production value. Proceeds from sales designated as large dispositions are classified as cash flows from investing activities in the accompanying consolidated statements of cash flows.

Stock-based Compensation

CatchMark issues equity-based awards to its independent directors and employees pursuant to its long-term incentive plans. Stock-based compensation is measured by the fair value of the respective award on the date of grant or modification. Expenses are recognized over the requisite service period of each award and reported as either forestry management expenses or as general and administrative expenses. See Note 10 — Stock-based Compensation for more information.

Earnings Per Share

Basic earnings (loss) per share is calculated as net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share equals basic earnings per share, adjusted to reflect the dilution that would occur if all outstanding securities convertible into common shares or contracts to issue common shares were converted or exercised and the related proceeds are then used to repurchase common shares. Basic and diluted earnings (loss) per share were the same for all periods presented. For the year ended December 31, 2018 , CatchMark excluded the impact of outstanding RSUs from the weighted-average shares outstanding calculation, as their impact was anti-dilutive. If these securities were not anti-dilutive, weighted-average shares outstanding would be 81,000 shares higher than reported.

Income Taxes

CatchMark Timber Trust has elected to be taxed as a REIT under the Code and has qualified to be taxed as a REIT since the year ended December 31, 2009. As a REIT, CatchMark Timber Trust is generally not subject to federal income taxes provided that it meets certain ownership, distribution, income, asset, and other REIT qualification tests.

CatchMark has elected to treat CatchMark TRS as a taxable REIT subsidiary. CatchMark conducts its delivered log business and may perform certain non-customary services, including real estate or non-real-estate related services, through CatchMark TRS . Earnings from services performed through CatchMark TRS are subject to federal and state income taxes irrespective of the dividends paid deduction available to REITs for federal income tax purposes.

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CatchMark is also subject to certain state and local taxes related to the operations of timberland properties in certain locations, which have been provided for in the accompanying consolidated financial statements. When applicable, CatchMark records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.

Segment Information

CatchMark primarily engages in the acquisition, ownership, operation, management, and disposition of timberland properties located in the United States, either directly through wholly-owned subsidiaries or through equity method investments in affiliated joint ventures. CatchMark defines operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which its chief operating decision maker, the Chief Executive Officer, evaluates performance and allocates resources in managing the business. During the year ended December 31, 2018, CatchMark made a material investment in the Triple T Joint Venture, significantly expanded its investment management business by entering into an asset management agreement to manage the day-to-day operations of the Triple T Joint Venture, completed its first large disposition and began to publicly disclose its primary operating performance measure, Adjusted EBITDA, by source. As such, CatchMark has aggregated those operating segments into three reportable segments: Harvest, Real Estate and Investment Management. See Note 15 - Segment Information for additional information.

Reclassification

Certain prior period amounts have been reclassified to conform with the current period's financial statement presentation. Within revenues on the accompanying statements of operations, for the year ended December 31, 2017, asset management fees have been reclassified out of other revenues in the amount of $0.1 million .

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, to address concerns about the costs and complexity of complying with the transition provision of the new lease requirements under ASU 2016-02 . The amendments in ASU 2018-01 permit an entity to elect an optional transition practical expedient to not evaluate under Topic 842 its land easements that exist or expired before its adoption of Topic 842 that were not previously accounted for as leases under Topic 840. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to further improve existing guidance; and ASU 2018-11, Leases (Topic 842) : Targeted Improvements, to provide entities with relief from the costs of implementing certain aspects of ASU 2016-02. The standard requires a modified retrospective transition approach, but allows the entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest comparative period presented. ASU 2016-02 and its subsequent updates are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. CatchMark anticipates recognizing a right of use asset and lease liability of approximately $3.4 million for its corporate office lease. CatchMark anticipates using both of the practical expedients.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business , which provides a more narrow definition of a business to be used in determining the accounting treatment of an acquisition, and, as a result, certain acquisitions that previously may have qualified as business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized and purchase price may be allocated on a relative fair value basis. ASU 2017-01 was effective prospectively for CatchMark on January 1, 2018. The adoption of ASU 2017-01 did not have a material impact on CatchMark's consolidated financial statements and related disclosures.

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In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award requires an entity to apply modification accounting under Topic 718. This update clarifies the definition of “modification of terms and conditions” in order to reduce the diversity in practice, the cost and complexity when applying Topic 718. Under ASU 2017-09, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the changes to an award’s terms or conditions. ASU 2017-09 was effective for fiscal years beginning after December 15, 2017. The adoption did not have a material impact on CatchMark’s consolidated financial statements and related disclosures.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815), which amends the hedge accounting recognition and presentation requirements in ASC 815, " Derivatives and Hedging ." In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes . ASU 2017-12 expands an entity's ability to hedge nonfinancial and financial risk components and reduces the complexity in fair value hedges of interest rate risk. It eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item when the hedged item affects earnings. The amendments in ASU 2018-16 permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. CatchMark adopted ASU 2017-12 on January 1, 2018 and ASU 2018-16 on January 1, 2019. These adoptions did not have a material effect on CatchMark's consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of ASC 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. This guidance aligns the measurement and classification for share-based payments to non-employees with the guidance for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods therein. CatchMark is currently assessing the impact ASU 2018-07 will have on its consolidated financial statements.

On July 16, 2018, the FASB issued ASU 2018-09, Codification Improvements. The amendments in this update represent changes to clarify the ASC, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments make the ASC easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the ASC. ASU 2018-09 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods therein. CatchMark is currently assessing the impact ASU 2018-09 will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which added new disclosure requirements, eliminated and modified existing disclosure requirements on fair value measurement to improve the effectiveness of ASC 820. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. CatchMark is currently assessing the impact ASU 2018-13 will have on its consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which reduces the cost and complexity of financial reporting associated with consolidation of VIEs. This guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. ASU 2018-17 is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods therein. CatchMark is currently assessing the impact ASU 2018-17 will have on its consolidated financial statements.


3.	Timber Assets

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As of December 31, 2018 and 2017 , timber and timberlands consisted of the following, respectively:



	As of December 31, 2018
(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	$	345,972	$	25,912	$	320,060
Timberlands	367,488		—		367,488
Mainline roads	954		651		303
Timber and timberlands	$	714,414	$	26,563	$	687,851



	As of December 31, 2017
(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	$	332,253	$	29,035	$	303,218
Timberlands	406,284		—		406,284
Mainline roads	1,349		604		744
Timber and timberlands	$	739,886	$	29,639	$	710,246

Timberland Acquisitions

During the years ended December 31, 2018 , 2017 and 2016 , CatchMark acquired approximately 18,100 acres, 19,600 acres, and 81,900 acres of timberland, respectively, for approximately $89.7 million , $51.6 million , and $141.0 million , respectively, excluding closing costs. Acreage acquired by state is listed below:



Acres Acquired In ⁽¹⁾ :	2018	2017	2016 ⁽²⁾
South
Alabama	—	—	4,500
Georgia	—	15,000	13,500
South Carolina	—	4,600	63,900
	—	19,600	81,900
Pacific Northwest
Oregon	18,100	—	—
Total	18,100	19,600	81,900

⁽¹⁾ Represents CatchMark's wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures.

⁽²⁾ Includes 8,300 acres of timberland previously held in leasehold interest in Georgia.

Timberland Sales

During the years ended December 31, 2018 , 2017 , and 2016 , CatchMark sold approximately 8,500 acres, 7,700 acres, and 7,300 acres of timberland, respectively, for approximately $17.5 million , $14.8 million , and $12.5 million , respectively. CatchMark’s cost basis in the timberland sold was approximately $12.4 million , $9.9 million , and $9.7 million respectively.

Large Dispositions

On November 30, 2018, CatchMark completed the sale of approximately 56,100 acres of its wholly-owned timberlands located in Texas and Louisiana (the "Southwest Property") for approximately $79.3 million . CatchMark's cost basis in

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the Southwest Property was approximately $79.5 million . CatchMark retained approximately 202,000 tons of merchantable inventory ( 49% sawtimber / 51% pulpwood) to be harvested over the next 18 to 24 months . The net proceeds received from this large disposition was used to pay down $79.0 million of CatchMark's outstanding debt balance.

Timberland sales and large disposition acreage by state is listed below:



Acres Sold In:	2018	2017	2016
South
Alabama	1,500	2,300	600
Florida	—	—	600
Georgia	2,300	5,000	6,100
Louisiana	20,900	400	—
North Carolina	1,000	—	—
South Carolina	3,300	—	—
Texas	35,600	—	—
Total	64,600	7,700	7,300

Current Timberland Portfolio

As of December 31, 2018 , CatchMark directly owned interests in approximately 463,100 acres of timberlands in the U.S. South and the Pacific Northwest, approximately 432,900 acres of which were fee-simple interests and approximately 30,200 acres were leasehold interests. Land acreage by state is listed below:



Acres by state as of December 31, 2018 ⁽¹⁾	Fee	Lease	Total
South
Alabama	72,900	5,300	78,200
Florida	2,000	—	2,000
Georgia	261,300	24,900	286,200
North Carolina	600	—	600
South Carolina	77,700	—	77,700
Tennessee	300	—	300
	414,800	30,200	445,000
Pacific Northwest
Oregon	18,100	—	18,100
Total:	432,900	30,200	463,100

⁽¹⁾ Represents CatchMark wholly-owned acreage only; excludes ownership interest in acreage held by joint ventures.

4. Unconsolidated Joint Ventures

As of December 31, 2018 , CatchMark owned interests in two joint ventures with unrelated parties: the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture (each as defined and described below).



	As of December 31, 2018
	Dawsonville Bluffs Joint Venture	Triple T Joint Venture
Ownership percentage	50.0%	21.6	%	⁽¹⁾
Acreage owned by the joint venture	5,000	1,099,800
Merchantable timber inventory (million tons)	0.3	42.9		⁽²⁾
Location	Georgia	Texas

⁽¹⁾ Represents our share of total partner capital contributions.

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⁽²⁾ The Triple T Joint Venture considers inventory to be merchantable at age 12. Merchantable timber inventory includes growth and adjustments identified during the annual recruise of the Triple T Timberlands.

CatchMark accounts for these investments using the equity method of accounting.

Triple T Joint Venture

On July 6, 2018, CatchMark entered into a limited partnership agreement for TexMark Timber Treasury, L.P. (the “Triple T Joint Venture”) with a consortium of institutional investors (the “Preferred Investors”), including BTG Pactual Timberland Investment Group, Highland Capital Management, Medley Management Inc., and British Columbia Investment Management Corporation. CatchMark invested $200.0 million in the Triple T Joint Venture, equal to 21.6% of the total equity contributions, in exchange for a common limited partnership interest in the Triple T Joint Venture. CatchMark, through a separate wholly-owned and consolidated subsidiary, is the sole general partner of the Triple T Joint Venture. The Preferred Investors invested $725.9 million in the Triple T Joint Venture, equal to 78.4% of the total equity contributions. The Triple T Joint Venture limited partnership agreement provides for a term of five years (extendable, subject to certain approvals, to seven and ten years ), a preferred return of 10.25% to the Preferred Investors and a complete return of their equity contribution; a subsequent preferred return of 10.25% to CatchMark and return of CatchMark's equity contribution; and, finally, participation by CatchMark and the Preferred Investors in remaining distributions in percentages equal to 30% / 70% , respectively, until the Preferred Investors have received an internal rate of return of 12.5% and then 50% / 50% or, alternatively, 80% / 20% , respectively, to the extent the Preferred Investors received a return of their equity contributions prior to the second anniversary of the effective date of the limited partnership agreement, entitling the Preferred Investors to early repayment premiums.

Also on July 6, 2018, the Triple T Joint Venture completed an acquisition of 1.1 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), for approximately $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Acquisition Price, transaction costs, and working capital were funded by $925.9 million of equity contributions from the Triple T Joint Venture partners and a $600 million seven - year term loan made pursuant to a credit agreement, dated July 6, 2018, between the Triple T Joint Venture's subsidiaries and affiliates and the lenders. Borrowings under the term loan bear interest at one-month LIBOR plus a margin determined based upon a LTV ratio and are secured by the assets of the Triple T Joint Venture and its subsidiaries.

CatchMark funded its $200.0 million equity contribution with borrowings under its multi-draw term facility (see Note 5 — Notes Payable and Lines of Credit ), including $30.0 million borrowed for an earnest money deposit made in May 2018 and $170.0 million borrowed on July 5, 2018.

CatchMark uses the equity method to account for its investment in the Triple T Joint Venture since it does not possess the power to direct the activities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark does not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark appointed three common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Forest Resources, which provides CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it is appropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture.

The Triple T Joint Venture agreement provides for liquidation rights and distribution priorities that are significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum 10.25% cumulative return on their equity contributions, plus a complete return of their equity contributions before any distributions may be made on CatchMark’s common limited partnership interest. As such, CatchMark uses the hypothetical-liquidation-at-book-value method (“HLBV”) to determine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in real estate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors.

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CatchMark applies HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (as valued in accordance with GAAP) on that date and distribute the cash to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is CatchMark's income or loss from the Triple T Joint Venture for the period.

Condensed balance sheet information for the Triple T Joint Venture as of December 31, 2018 is as follows:



	As of
(in thousands)	December 31, 2018
Triple T Joint Venture:
Total assets	$	1,607,413
Total liabilities	$	754,610
Total equity	$	852,803
CatchMark:
Carrying value of investment	$	90,450

Condensed income statement information for the Triple T Joint Venture from July 6, 2018 (inception) to December 31, 2018 is as follows:



	From Inception through
(in thousands)	December 31, 2018
Triple T Joint Venture:
Total revenues	$	56,977
Operating loss	$	(7,900	)
Net loss	$	(20,646	)
CatchMark:
Equity share of net loss	$	(109,550	)

Condensed statement of cash flow information for the Triple T Joint Venture from July 6, 2018 (inception) to December 31, 2018 is as follows:



	From Inception through
(in thousands)	December 31, 2018
Triple T Joint Venture:
Net cash used in operating activities	$	(8,982	)
Net cash used in investing activities	$	(1,413,082	)
Net cash provided by financing activities	$	1,461,364
Net change in cash and cash equivalents	$	39,300
Cash and cash equivalents, beginning of period	$	—
Cash and cash equivalents, end of period	$	39,300

CatchMark's equity share of the Triple T Joint Venture's net loss determined using the HLBV method is calculated as follows:

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(in thousands)
Triple T Joint Venture:
Total equity as of December 31, 2018			$	852,803
Preferred Investors:
Equity in Triple T Joint Venture, beginning balance	$	725,866
Minimum preferred return as of December 31, 2018	$	36,487
HLBV distribution as of December 31, 2018			$	762,353
CatchMark:
Equity in Triple T Joint Venture as of December 31, 2018			$	90,450
Equity in Triple T Joint Venture, beginning balance			$	200,000
Equity share of Triple T Joint Venture's net loss			$	(109,550	)

Dawsonville Bluffs Joint Venture

In April 2017, CatchMark entered into a limited liability agreement for Dawsonville Bluffs, LLC (the “Dawsonville Bluffs Joint Venture”) with MPERS. The Dawsonville Bluffs Joint Venture acquired a portfolio of 11,000 acres of commercial timberlands located in North Georgia for an aggregate purchase price of $20.0 million , exclusive of transaction costs. CatchMark owns a 50% membership interest in the Dawsonville Bluffs Joint Venture and MPERS owns the remaining 50% interest. CatchMark shares substantive participation rights with MPERS, including management selection and termination, and the approval of material operating and capital decisions and, as such, uses the equity method of accounting to record its investment. Income or loss and cash distributions are allocated according to the provisions of the joint venture agreement, which are consistent with the ownership percentages for the Dawsonville Bluffs Joint Venture.

Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows:



	Year Ended December 31,
(in thousands)	2018		2017
Dawsonville Bluffs Joint Venture:
Total assets	$	12,164	$	24,014
Total liabilities	$	575	$	660
Total equity	$	11,589	$	23,354
CatchMark:
Carrying value of investment	$	5,795	$	11,677

Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows:



	Year Ended December 31,
(in thousands)	2018		2017
Dawsonville Bluffs Joint Venture:
Total Revenues	$	14,852	$	4,886
Net Income	$	5,267	$	2,275
CatchMark:
Equity share of net income (loss)	$	2,634	$	1,138

Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows:

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	Year Ended December 31,
(in thousands)	2018			2017
Dawsonville Joint Venture:
Net cash provided by operating activities	$	13,388		$	4,645
Net cash used in investing activities	$	—		$	(20,348	)
Net cash (used in) provided by financing activities	$	(17,032	)	$	21,078
Net change in cash and cash equivalents	$	(3,644	)	$	5,375
Cash and cash equivalents, beginning of period	$	5,375		$	—
Cash and cash equivalents, end of period	$	1,731		$	5,375

For the year ended December 31, 2018, CatchMark received cash distributions of $8.5 million from the Dawsonville Bluffs Joint Venture, $3.8 million of which was classified as operating distributions and $4.7 million was classified as return of capital in the investing section of the accompanying consolidated statement of cash flows. No cash distributions were received for the year ended December 31, 2017.

Asset Management Fees

CatchMark provides asset management services to the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture. Under these arrangements, CatchMark oversees the day-to-day operations of these joint ventures and their properties, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval. For management of the Triple T Joint Venture, CatchMark receives a fee equal to 1% per annum, subject to reduction and deferment in certain circumstances, of the Acquisition Price multiplied by 78.4% , which represents the percentage of the total equity contributions made to the Triple T Joint Venture by the Preferred Investors. For management of the Dawsonville Bluffs Joint Venture, CatchMark receives a percentage fee based on invested capital, as defined by the joint venture agreement.

For the years ended December 31, 2018 and 2017, CatchMark earned the following fees from its unconsolidated joint ventures:



(in thousands)	2018		2017
Triple T Joint Venture ⁽¹⁾	$	5,496	$	—
Dawsonville Bluffs Joint Venture	$	107	$	108
	$	5,603	$	108


⁽¹⁾	Includes approximately $0.2 million of reimbursements of compensation costs for the year ended December 31, 2018.


5.	Notes Payable and Lines of Credit

As of December 31, 2018 and 2017, CatchMark had the following debt balances outstanding:



(in thousands)	Maturity Date		Current Interest Rate ⁽¹⁾	Outstanding Balance As of December 31,
Credit Facility	Maturity Date	Interest Rate	Current Interest Rate ⁽¹⁾	2018			2017
Term Loan A-1	12/23/2024	LIBOR + 1.75%	4.25%	$	100,000		$	100,000
Term Loan A-2	12/01/2026	LIBOR + 1.90%	4.41%	100,000			118,809
Term Loan A-3	12/01/2027	LIBOR + 2.00%	4.51%	68,619			118,810
Term Loan A-4	08/22/2025	LIBOR + 1.70%	4.09%	140,000			—
Multi-Draw Term Facility	12/01/2024	LIBOR + 2.20%	4.65%	70,000			—
Total Principal Balance				$	478,619		$	337,619
Less: Net Unamortized Deferred Financing Costs				$	(6,379	)	$	(7,531	)
Total				$	472,240		$	330,088

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⁽¹⁾	Represents weighted-average interest rate as of December 31, 2018. The weighted-average interest rate excludes the impact of interest rate swaps (see Note 6 — Interest Rate Swaps ), amortization of deferred financing costs, unused commitment fees, and estimated patronage refunds.

Credit Agreement Amendment

CatchMark is party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018 (the “2018 Amended Credit Agreement”), with a syndicate of lenders, including CoBank. The 2018 Amended Credit Agreement expanded the total borrowing capacity by $75 million to $643.6 million , added a new $140.0 million seven -year term loan (the “Term A-4 Loan”) to replace existing debt, and reduced the capacity under the seven -year multi-draw term credit facility from $265.0 million to $200.0 million . The 2018 Amended Credit Agreement provides for borrowing under credit facilities consisting of the following:


•	a continuation of a $35.0 million five -year revolving credit facility (the “Revolving Credit Facility”);


•	a reduced $200.0 million seven -year multi-draw term credit facility (the “Multi-Draw Term Facility”);


•	a continuation of a $100.0 million ten -year term loan (the “Term Loan A-1”);


•	a continuation of a $100.0 million nine -year term loan (the “Term Loan A-2”);


•	a continuation of a $68.6 million ten -year term loan (the “Term Loan A-3”); and


•	a new $140.0 million seven -year term loan (the "Term Loan A-4").

As of December 31, 2018 , $165.0 million remained available under CatchMark's credit facilities, consisting of $130.0 million under the Multi-Draw Term Facility and $35.0 million under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnest money deposits, to fund acquisitions in an amount not to exceed $5.0 million , and other general corporate purposes. The Revolving Credit Facility bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20% , in each case depending on CatchMark’s LTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2022.

The Multi-Draw Term Facility may be used to finance timber acquisitions and associated expenses, to fund investment in joint ventures, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20% , in each case depending on CatchMark’s LTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024.

CatchMark pays the lenders an unused commitment fee on the unused portion of the Revolving Credit Facility and the Multi-Draw Term Facility at an adjustable rate ranging from 0.15% to 0.35% , depending on the LTV Ratio.

CatchMark’s obligations under the credit agreement are collateralized by a first priority lien on the timberlands owned by CatchMark’s subsidiaries and substantially all of CatchMark’s subsidiaries’ other assets in which a security interest may lawfully be granted, including, without limitation, accounts, equipment, inventory, intellectual property, bank accounts and investment property. In addition, the obligations under the credit agreement are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the credit agreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries.

Patronage Refunds

CatchMark is eligible to receive annual patronage refunds from its lenders (the "Patronage Banks") under a profit-sharing program made available to borrowers of the Farm Credit System. CatchMark has received a patronage refund on its eligible patronage loans annually since 2015. Of the total patronage refunds received, 75% was received in cash and 25% was received in equity of the Patronage Banks. The eligibility remains the same under the 2018 Amended

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Credit Agreement. Therefore, CatchMark accrues patronage refunds it expects to receive based on actual patronage refunds received as a percentage of its weighted-average eligible debt balance. As of December 31, 2018, 2017, and 2016, CatchMark accrued approximately $3.3 million , $2.7 million , and $2.3 million , respectively, as patronage refunds receivable on its consolidated balance sheets and as an offset against interest expense on its consolidated statement of operations.

As of December 31, 2018 and 2017, CatchMark recorded the following balances related to the patronage refunds program on its balance sheets:



(in thousands)	As of
Patronage refunds classified as:	December 31, 2018		December 31, 2017
Accounts receivable	$	3,323	$	2,694
Prepaid expenses and other assets ⁽¹⁾	1,499		831
Total	$	4,822	$	3,525

⁽¹⁾ Represents 25% of cumulative patronage refunds received to date as equity of the Patronage Banks.

Debt Covenants

CatchMark's credit agreement contains, among others, the following financial covenants:


•	limit the LTV Ratio to (i) 50% at any time prior to the last day of the fiscal quarter corresponding to December 1, 2021, and (ii) 45% at any time thereafter;


•	require maintenance of a FCCR of not less than 1.05:1; and


•	require maintenance of a minimum liquidity balance of no less than $25.0 million at any time; and


•	limit the aggregated capital expenditures to 1% of the value of the timberlands during any fiscal year.

The 2018 Amended Credit Agreement permits CatchMark to declare, set aside funds for, or pay dividends, distributions, or other payments to stockholders so long as it is not in default under the credit agreement and its minimum liquidity balance, after giving effect to the payment, is at least $25 million . However, if CatchMark has suffered a bankruptcy event or a change of control, the credit agreement prohibits CatchMark from declaring, setting aside, or paying any dividend, distribution, or other payment other than as required to maintain its REIT qualification. Restrictions in CatchMark’s credit agreements in the past have restricted CatchMark's ability to pay cash distributions to its stockholders. The 2018 Amended Credit Agreement also subjects CatchMark to mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to make distributions to stockholders under certain circumstances.

CatchMark was in compliance with the financial covenants of its amended credit agreement as of December 31, 2018 .

Interests Paid and Fair Value of Outstanding Debt

During the years ended December 31, 2018 , 2017 , and 2016 , CatchMark made the following cash interest payments on its borrowings:



(in thousands)	2018		2017		2016
Cash paid for interest	$	15,816	$	11,412	$	7,119

Included in the interest payments for the years ended December 31, 2018 , 2017 and 2016 were unused commitment fees of $0.2 million , $0.6 million and $0.7 million , respectively. No interest paid was capitalized during the years ended December 31, 2018 , 2017 and 2016.

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As of December 31, 2018 and 2017 , the weighted-average interest rate on these borrowings, after consideration of its interest rate swaps (see Note 6 – Interest Rate Swaps ), was 4.31% and 3.60% , respectively. After further consideration of the expected patronage refunds, CatchMark's weighted-average interest rate as of December 31, 2018 and 2017 was 3.51% and 2.80% , respectively.

As of December 31, 2018 and 2017 , the fair value of CatchMark's outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates.

6. Interest Rate Swaps

CatchMark uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. During the year ended December 31, 2018 , CatchMark entered into five separate interest rate swaps with Rabobank. As of December 31, 2018 , CatchMark had ten outstanding interest rate swaps with terms below:



(in thousands)
Interest Rate Swap	Effective Date	Maturity Date	Pay Rate	Receive Rate	Notional Amount
2017 Swap - 3YR	3/28/2017	3/28/2020	1.800%	one-month LIBOR	$	30,000
2018 Swap - 2YR	9/6/2018	9/6/2020	2.796%	one-month LIBOR	$	50,000
2018 Swap - 3YR	9/6/2018	9/6/2021	2.869%	one-month LIBOR	$	50,000
2017 Swap - 4YR	3/28/2017	11/28/2021	2.045%	one-month LIBOR	$	20,000
2018 Swap - 4YR	2/28/2018	11/28/2022	2.703%	one-month LIBOR	$	30,000
2017 Swap - 7YR	3/23/2017	3/23/2024	2.330%	one-month LIBOR	$	20,000
2014 Swap - 10YR	12/23/2014	12/23/2024	2.395%	one-month LIBOR	$	35,000
2016 Swap - 8YR	8/23/2016	12/23/2024	1.280%	one-month LIBOR	$	45,000
2018 Swap - 8YR	2/28/2018	11/28/2026	2.884%	one-month LIBOR	$	20,000
2018 Swap - 9YR	8/28/2018	8/28/2027	3.014%	one-month LIBOR	$	50,000
Total					$	350,000

As of December 31, 2018 , CatchMark's interest rate swaps effectively fixed the interest rate on $ 350.0 million of its $478.6 million variable rate debt at 4.26% , inclusive of the applicable spread. All ten interest rate swaps qualify for hedge accounting treatment.

Fair Value and Cash Paid for Interest Under Interest Rate Swaps

The following table presents information about CatchMark’s interest rate swaps measured at fair value as of December 31, 2018 and 2017 :



(in thousands)		Estimated Fair Value as of December 31,
Instrument Type	Balance Sheet Classification	2018			2017
Derivatives designated as hedging instruments:
Interest rate swaps	Prepaid expenses and other assets	$	3,643		$	2,935
Interest rate swaps	Other liabilities	$	(3,635	)	$	(559	)

As of December 31, 2018, CatchMark estimated that approximately $0.3 million will be reclassified from accumulated other comprehensive income to interest expense over the next 12 months.

During the year ended December 31, 2018 , CatchMark recognized a change in fair value of its interest rate swaps of approximately $2.4 million as other comprehensive loss. During the years ended December 31, 2018 , 2017 , and 2016 , net payments of approximately $0.5 million , $1.0 million , and $0.8 million were made under the interest rate swaps by CatchMark and were recorded as interest expense, respectively.

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7. Commitments and Contingencies

Mahrt Timber Agreements

In connection with its acquisition of timberlands from WestRock, CatchMark entered into a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that CatchMark will sell specified amounts of timber and make available certain portions of our timberlands to CatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber from CatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the fiber supply agreement are negotiated every two years but are subject to quarterly market pricing adjustments based on an index published by TimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the Mahrt Timber Agreements is October 9, 2007 through December 31, 2032 , subject to extension and early termination provisions. The Mahrt Timber Agreements ensure a long-term source of supply of wood fiber products for WestRock in order to meet its paperboard and lumber production requirements at specified mills and provide CatchMark with a reliable customer for the wood products from its timberlands. For the years ended December 31, 2018 , 2017 , and 2016 , approximately 17% , 17% , and 17% , respectively, of CatchMark's net timber sales revenue was derived from the Mahrt Timber Agreements.

WestRock can terminate the Mahrt Timber Agreements prior to the expiration of the initial term if CatchMark replaces FRC as the forest manager without the prior written consent of WestRock, except pursuant to an internalization of the company's forestry management functions. CatchMark can terminate the Mahrt Timber Agreements if WestRock (i) ceases to operate the Mahrt mill for a period that exceeds 12 consecutive months, (ii) fails to purchase a specified tonnage of timber for two consecutive years, subject to certain limited exceptions or (iii) fails to make payments when due (and fails to cure within 30 days).

In addition, either party can terminate the Mahrt Timber Agreements if the other party commits a material breach (and fails to cure within 60 days) or becomes insolvent. In addition, the Mahrt Timber Agreements provide for adjustments to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods, infestation and other acts of God or nature.

Timberland Operating Agreements

Pursuant to the terms of the timberland operating agreement between CatchMark and FRC (the "FRC Timberland Operating Agreement"), FRC manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to WestRock in compliance with the Mahrt Timber Agreements. In consideration for rendering the services described in the timberland operating agreement, CatchMark pays FRC (i) a monthly management fee based on the actual acreage FRC manages, which is payable monthly in advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears. The FRC Timberland Operating Agreement, as amended, is effective through March 31, 2020, and is automatically extended for one -year periods unless written notice is provided by CatchMark or FRC to the other party at least 120 days prior to the current expiration. The FRC Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice.

Pursuant to the terms of the timberland operating agreement between CatchMark and AFM (the "AFM Timberland Operating Agreement"), AFM manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to customers. In consideration for rendering the services described in the AFM Timberland Operating Agreement, CatchMark pays AFM (i) a monthly management fee based on the actual acreage AFM manages, which is payable monthly in advance, and (ii) an incentive fee based on revenues generated by the timber operations. The incentive fee is payable quarterly in arrears. The AFM Timberland Operating Agreement is

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effective through November 30, 2019 for the U.S. South region and December 31, 2019 for the Pacific Northwest region, and is automatically extended for one -year periods unless written notice is provided by CatchMark or AFM to the other party at least 120 days prior to the current expiration. The AFM Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice.

Obligations under Operating Leases

CatchMark held leasehold interests related to the use of approximately 26,800 acres of leased timberlands under a long-term lease that expires in May 2022 (the “LTC Lease”). The per-acre rent was $20.41 for the lease year ended May 2018 , which was used to calculate the following remaining required payments under the LTC Lease as of December 31, 2018 :



(in thousands)	Required Payments
2019	$	511
2020	511
2021	511
2022	453
2023 and thereafter	—
	$	1,986

Additionally, CatchMark had the following future annual payments under its office lease as of December 31, 2018:



(in thousands)	Required Payments
2019	$	312
2020	397
2021	412
2022	424
2023	435
Thereafter	2,320
	$	4,300

Litigation

From time to time, CatchMark may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. CatchMark records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, CatchMark accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, CatchMark accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, CatchMark discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, CatchMark discloses the nature and estimate of the possible loss of the litigation. CatchMark does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote.

CatchMark is no t currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on the results of operations or financial condition of CatchMark. CatchMark is not aware of any legal proceedings contemplated by governmental authorities.

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8. Noncontrolling Interest

CatchMark Timber Trust is the general partner of CatchMark Timber OP and owns 99.99% of its common partnership units. CatchMark LP Holder is the sole limited partner, holding 200 common units representing approximately 0.01% of the partnership interests.

On October 31, 2018, CatchMark Timber Trust, as general partner of CatchMark Timber OP, executed the Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber OP (as amended, the “Partnership Agreement”) with CatchMark LP Holder. The Partnership Agreement, as amended, added provisions authorizing CatchMark Timber OP to issue a class of limited partnership interests (the “LTIP Units"), to certain officers, directors, and employees of CatchMark. LTIP Units are a class of units structured to qualify as “profits interests” for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into CatchMark Timber OP's common units. The LTIP Units initially will not have full parity, on a per unit basis, with CatchMark Timber OP common units with respect to liquidating distributions. Upon the occurrence of specified events, the LTIP Units can over time achieve full parity with CatchMark Timber OP common units, at which time vested LTIP Units will be converted into CatchMark Timber OP common units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with CatchMark Timber OP common units may also convert into CatchMark Timber OP common units on less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by CatchMark Timber OP with respect to unvested LTIP Units as provided in the applicable award agreement for such units.

Limited partners holding CatchMark Timber OP common units, including those converted from LTIP Units, have the option to cause CatchMark Timber OP to redeem such units after the units have been held for one year . Unless CatchMark Timber Trust exercises its right to purchase common units of CatchMark Timber OP in exchange for shares of its common stock, CatchMark Timber OP would redeem such units with cash equal to the value of such shares on a one-for-one basis.

On November 29, 2018, CatchMark granted LTIP Units to certain executive officers. See Note 10 — Stock-based Compensation for more details.

9. Stockholders' Equity

Under CatchMark's charter, it has authority to issue a total of one billion shares of capital stock. Of the total shares authorized, 900 million shares are designated as common stock with a par value of $0.01 per share and 100 million shares are designated as preferred stock.

Share Repurchase Program

On August 7, 2015, the board of directors authorized a stock repurchase program under which CatchMark may repurchase up to $30.0 million of its outstanding common shares. The program has no set duration and the board may discontinue or suspend it at any time. During the year ended December 31, 2018 , CatchMark repurchased 98,459 shares of common stock for approximately $1.0 million . All common stock purchases through the end of December 2018 under the stock repurchase program were made in open-market transactions. As of December 31, 2018 , CatchMark had 49.1 million shares of common stock outstanding and may purchase up to an additional $18.7 million under the program.

Equity Offering

On June 2, 2017, CatchMark filed a shelf registration statement on Form S-3 with the SEC (the "Shelf Registration Statement"), which was declared effective by the SEC on June 16, 2017. The Shelf Registration Statement provides CatchMark with future flexibility to offer, from time to time and in one or more offerings, debt securities, common stock, preferred stock, depositary shares, warrants, or any combination thereof. The terms of any such future offerings are established at the time of an offering. In March 2018, under the Shelf Registration Statement, CatchMark issued 5.75 million shares of its common stock at a price of $12.60 per share (the "2018 Equity Offering"). After deducting $3.5 million in underwriting commissions and fees and other issuance costs, CatchMark received net proceeds of $69.0

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million from the 2018 Equity Offering which was used to pay down a portion of its outstanding debt. In October 2017, CatchMark issued 4.6 million shares of its Class A common stock and received gross proceeds of $56.8 million .

Distributions

Since December 2013, CatchMark has made and intends to continue to make quarterly distributions to holders of its common stock. The table below summarizes the distributions CatchMark made during each of the three years ended December 31, 2018, and the tax characterization of the distributions:



	2018			2017			2016
Total Cash Distributions per Common Share	$	0.54		$	0.54		$	0.53

Tax Characterization
Capital Gain	—			—			—
Return of Capital	100		%	100		%	100		%

The amount of distributions and the tax treatment thereof in prior periods are not necessarily indicative of amounts anticipated in future periods.

10. Stock-based Compensation

Long-Term Incentive Plans

CatchMark's Amended and Restated 2005 Long-term Incentive Plan (the "2005 LTIP") allowed for the issuance of options, stock appreciation rights, restricted stock, RSUs, and deferred stock units of its common stock to its employees and independent directors. The 2005 LTIP provided for issuance of up to 1.3 million shares through October 25, 2023. Prior to its replacement on June 23, 2017, 406,667 shares remained for issuance under the 2005 LTIP.

On June 23, 2017, CatchMark's stockholders approved the 2017 Incentive Plan (the "2017 Plan"), which replaced the 2005 LTIP. The 2017 Plan allows for the award of options, stock appreciation rights, restricted stock, RSUs, deferred stock units, performance awards, other stock-based awards, or any other right or interest relating to stock or cash to the employees, directors, and consultants of CatchMark or its affiliates. The 2017 Plan provides for issuance of up to 1.8 million shares through CatchMark's 2027 annual stockholders meeting, or, in the case of an amendment approved by stockholders to increase the number of shares subject to the 2017 Plan, the 10th anniversary of such amendment date. As of December 31, 2018, 1,369,291 shares remained available for issuance under the 2017 Plan.

Equity Compensation for Independent Directors

In March 2018, 3,356 shares of restricted stock issued in 2015 to independent directors became vested. As a result, no restricted shares previously issued to independent directors remained unvested.

On June 25, 2018, pursuant to the Amended and Restated Independent Directors' Compensation Plan (a sub-plan of CatchMark's LTIPs), CatchMark's six independent directors each received 3,956 shares having a value of $50,000 . The shares granted are fully vested and non-forfeitable on the grant date. CatchMark repurchased 4,154 shares from all independent directors for income tax withholdings. CatchMark recognized approximately $0.3 million of general and administrative expenses related to these awards during the year ended December 31, 2018 .

Additionally, one of the independent directors elected to receive $30,000 of his annual cash retainer in shares of CatchMark's common stock in lieu of cash.

Below is a summary of independent directors' stock-based compensation for the years ended December 31, 2018 , 2017 , and 2016 :

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(dollars in thousands, except for per share amounts)	2018		2017		2016
Fully-vested shares granted	26,568		24,412		25,089
Weighted-average grant date fair value per share	$	12.42	$	11.47	$	12.04
Shares of restricted stock granted	—		—		—

Grant date fair value of fully vested stock granted in period	$	330	$	280	$	302
Grant date fair value of restricted stock vested in period	$	—	$	—	$	146
Cash used to repurchase common shares for minimum tax withholdings	$	53	$	59	$	66

Service-based Restricted Stock Grants to Employees

During 2018, CatchMark issued 88,161 shares of service-based restricted stock to its non-executive employees, vesting in four equal installments in February of 2019, 2020, 2021, and 2022. The fair value of serviced-based restricted stock grants was determined by the closing price of CatchMark's common stock on the grant date.

On November 29, 2018, CatchMark granted 45,622 shares (the "2017 Service Awards") and 41,946 shares (the "2018 Service Awards") of service-based restricted stock to eligible executive officers pursuant to the 2017 and 2018 executive compensation plans previously approved by the Compensation Committee of the board of directors (the "Compensation Committee"). The 2017 Service Awards will vest in two equal installments in February of 2020 and 2021. The 2018 Service Awards will vest in three equal installments in February of 2020, 2021, and 2022.

Below is a summary of service-based restricted stock grants to the employees during the years ended December 31, 2018 , 2017 , and 2016 :



	2018		2017		2016
Shares granted	175,729		133,591		125,123
Weighted-average grant date fair value per share	$	10.60	$	11.19	$	10.51
Grant date fair value of restricted stock vested in period ('000)	$	1,756	$	1,294	$	422
Cash used to repurchase common shares for minimum tax withholdings ('000)	$	445	$	252	$	133

A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the year ended December 31, 2018 is as follows:



	Number of Underlying Shares		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2017	278,633		$	11.05
Granted	175,729		$	10.60
Vested ⁽¹⁾	(153,967	)	$	11.41
Forfeited	—		$	—
Unvested at December 31, 2018	300,395		$	10.60

⁽¹⁾

Includes 12,983 shares of service-based restricted stock held by John Rasor, the vesting of which was accelerated upon his resignation as Chief Operating Officer of CatchMark on July 6, 2018, the date Mr. Rasor was named President of the Triple T Joint Venture. Also includes the vesting of 57,940 shares of service-based restricted stock issued to Mr. Rasor in April 2017. These vesting events are non-recurring in nature.

Performance-based Restricted Stock Grants

Performance-based restricted stock grants are awarded to the executive officers and the total number of shares may be earned based on the level of achievements of certain pre-determined performance goals over the performance period. Earned awards are determined by the Compensation Committee after the end of the performance period and vest over a period specific to each performance grant.

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On January 19, 2018, based on the level of achievements from January 1, 2015 to December 31, 2017 pursuant to a set of performance goals with respect to the 2015 performance-based awards (the "2015 Performance Awards") , the Compensation Committee determined that 57,970 shares of the restricted stock granted under the 2015 Performance Awards were earned and 54,930 shares were forfeited. 50% of the earned awards vested on the determination date and the remaining 50% vested on the one -year anniversary of the determination date.

A rollforward of CatchMark's 2015 performance-based restricted stock awards for the year ended December 31, 2018 is as follows:



	Number of Underlying Shares		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2017	112,900		$	7.01
Granted	—		$	—
Vested ⁽¹⁾	(36,938	)	$	7.21
Forfeited	(54,930	)	$	7.21
Unvested at December 31, 2018	21,032		$	7.21


⁽¹⁾	Includes 7,953 shares of accelerated vesting of Mr. Rasor's remaining 2015 Performance Awards previously scheduled to vest in January 2019, upon his resignation as Chief Operating Officer of CatchMark on July 6, 2018, the date Mr. Rasor was named President of the Triple T Joint Venture.

On November 29, 2018, CatchMark granted 7,938 shares of performance-based restricted stock (the "2018 Performance Restricted Stock Awards") to one of its executive officers, which represents the maximum number of shares that could be earned based on the relative performance of CatchMark's TSR between January 1, 2018 and December 31, 2020 as compared to a pre-established peer group's TSR, to the Russell 3000 Index, and to the NCREIF Timberland Index. Earned awards, once determined by the Compensation Committee after the end of performance period, will vest in two equal installments in the first quarter of 2021 and 2022. The fair value of the 2018 Performance Restricted Stock Awards was calculated using a Monte-Carlo simulation with the following assumptions:



Grant date market price (November 29, 2018)	$	8.47
Weighted-average fair value per granted share	$	1.84
Assumptions:
Volatility	25.30		%
Expected term (years)	3.0
Risk-free interest rate	2.89		%

Performance-based Restricted Stock Units

On January 22, 2019, the Compensation Committee determined that, based on the performance of CatchMark's TSR between January 1, 2016 and December 31, 2018, the 80,366 RSUs issued to the executive officers in May 2016 (the "2016 Performance Awards") were forfeited. No RSUs remained outstanding as of February 28, 2019.

Outperformance Awards

On May 2, 2017, the board of directors approved a special, one-time stock-settled outperfomance award (the "OPP") to eligible executive officers of CatchMark, pursuant to the provisions of the 2005 LTIP. Under the OPP, an outperformance pool with a maximum award dollar amount of $5.0 million was created and executive officers were

granted a certain participation percentage of the outperformance pool. The dollar amount of the awards earned will be determined based on the total returns of CatchMark common stock during a performance period from April 1, 2017 to March 31, 2020. Earned awards will be settled in shares of CatchMark common stock after the amount of earned award is determined at the end of the performance period. The grant-date fair value of the OPP was approximately $1.0 million as calculated using Monte-Carlo simulations and is amortized over the performance period.

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The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the year December 31, 2017:



Grant date market price (May 2, 2017)	$	11.73
Assumptions:
Volatility	21.85		%
Expected term (years)	3.0
Dividend yield	4.6		%
Risk-free interest rate	1.57		%

Performance-based LTIP Units Grants

The Compensation Committee has determined to grant long-term equity incentive awards to its executive officers in the form of equity interests in CatchMark Timber OP, as an alternative to restricted shares of CatchMark Timber Trust's common stock or restricted stock units. In furtherance of this determination, on October 31, 2018, CatchMark Timber Trust, as the general partner, executed the amended CatchMark Timber OP Partnership Agreement with CatchMark LP Holder, LLC, the sole limited partner of CatchMark Timber OP (see Note 8 — Noncontrolling Interest for details of the Partnership Agreement).

On November 29, 2018, CatchMark granted 116,439 LTIP Units (the "2017 Performance LTIP Units") and 102,847 LTIP Units (the "2018 Performance LTIP Units") to two of its executive officers, which represent the maximum number of LTIP Units that could be earned based on the relative performance of CatchMark's TSR as compared to a pre-established peer group's TSR, to the Russell 3000 Index, and to the NCRIEF Timberland Index. The performance/measurement period is a three -year period from January 1, 2017 to December 31, 2019 for the 2017 Performance LTIP Units and from January 1, 2018 to December 31, 2020 for the 2018 Performance LTIP Units. The Compensation Committee will determine the earned awards for each award following the end of the respective performance period, and the earned awards will vest in two equal installments on the respective determination date and the one -year anniversary of the respective determination date.

The fair value of the 2017 Performance LTIP Awards was calculated using a Monte-Carlo simulation with the following assumptions:



Grant date market price (November 29, 2018)	$	8.47
Weighted-average fair value per granted share	$	1.31
Assumptions:
Volatility	25.30		%
Expected term (years)	3.0
Risk-free interest rate	2.89		%

The fair value of the 2018 Performance LTIP Awards was calculated using a Monte-Carlo simulation with the following assumptions:



Grant date market price (November 29, 2018)	$	8.47
Weighted-average fair value per granted share	$	1.82
Assumptions:
Volatility	25.30		%
Expected term (years)	3.0
Risk-free interest rate	2.89		%

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Stock-based Compensation Expense

A summary of CatchMark's stock-based compensation expense is presented below:



(in thousands)	2018		2017		2016
General and administrative expenses	$	2,356	$	1,956	$	1,411
Forestry management expenses	333		830		313
Total	$	2,689	$	2,786	$	1,724

As of December 31, 2018 , approximately $3.3 million of unrecognized compensation expense related to non-vested restricted stock and RSUs remained and will be recognized over a weighted-average period of 2.2 years .

11. Recreational Leases

CatchMark leases certain access rights to individuals and companies for recreational purposes. These operating leases generally have terms of one year with certain provisions to extend the lease agreements for another one -year term. CatchMark retains substantially all of the risks and benefits of ownership of the timberland properties leased to tenants. As of December 31, 2018 , approximately 438,900 acres, or 99.9% of CatchMark’s timberland available for recreational uses, had been leased to tenants under operating leases that expire between May and July 2019. Under the terms of the recreational leases, tenants are required to pay the entire rent upon execution of the lease agreement. Such rental receipts are recorded as deferred revenues until earned over the terms of the respective lease terms and recognized as other revenue. As of December 31, 2018 and 2017 , approximately $1.9 million and $2.0 million , respectively, of such rental receipts are included in other liabilities in the accompanying consolidated balance sheets. For the three years ended December 31, 2018 , 2017 , and 2016 , CatchMark recognized other revenues related to recreational leases of approximately $4.7 million , $4.5 million , $4.0 million , respectively.

12. Income Taxes

CatchMark TRS is generally the only subsidiary of CatchMark subject to U.S. federal and state income taxes. CatchMark TRS records deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. For each of the three years ended December 31, 2018, 2017, and 2016, CatchMark TRS has recorded a full valuation allowance on its net deferred tax assets.

The Tax Cuts and Jobs Act ("TCJA") was signed into law on December 22, 2017 and became effective on January 1, 2018. TCJA made many significant changes to the U.S. tax law, including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax, among other changes. TCJA reduced the U.S. corporate tax rate to 21% from 35%, and accordingly, CatchMark TRS revalued its cumulative deferred tax assets and liability as of December 31, 2017 at the newly-enacted rate. As a result, CatchMark TRS' deferred tax liability was reduced by $8,800 , deferred tax assets were reduced by $4.8 million , and the valuation allowance was reduced by $4.8 million .

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As of December 31, 2018, CatchMark Timber Trust and CatchMark TRS had the following federal and state net operating loss ("NOL") carryforwards:



(in millions)	Federal			State		Total
CatchMark Timber Trust	$	121.9	⁽¹⁾	$	102.8	$	224.7
CatchMark TRS	$	35.5	⁽²⁾	$	27.0	$	62.5
Total	$	157.4		$	129.8	$	287.2

⁽¹⁾ Includes $108.3 million of NOL generated prior to January 1, 2018.

⁽²⁾ Includes $35.8 million of NOL generated prior to January 1, 2018.

Such NOL carryforwards may be utilized, subject to certain limitations, to offset future taxable income. The federal NOL generated prior to January 1, 2018 would begin to expire in 2027 and the state NOL generated prior to January 1, 2018 would begin to expire in 2022 . TCJA allows CatchMark Timber Trust and CatchMark TRS to carry forward its federal NOL generated beginning January 1, 2018 indefinitely, however, the use of the NOL in any given tax year will be limited to 80% of the annual taxable income.

The other provisions of TCJA did not have a material impact on the accompanying consolidated financial statements of CatchMark for the years ended December 31, 2018, 2017 and 2016.

Components of the deferred tax asset as of December 31, 2018 and 2017 were attributable to the operations of CatchMark TRS only and were as follows:



	As of December 31,
(in thousands)	2018			2017
Deferred tax assets:
Net operating loss carryforward	$	8,612		$	10,075
Gain on timberland sales	8			9
Other	418			468
Total gross deferred tax asset	9,038			10,552

Valuation allowance	(8,949		)	(10,371		)
Total net deferred tax asset	$	89		$	181

Deferred tax liability:
Timber depletion	89			181
Total gross deferred tax liability	$	89		$	181

Deferred tax asset, net	$	—		$	—

Income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal rate primarily due to the effect of state income taxes and valuation allowances (net of federal benefit). A reconciliation of the federal statutory income tax rate to CatchMark TRS ’ effective tax rate for the years ended December 31, 2018 , 2017 , and 2016 is as follows:

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	2018		2017		2016
Federal statutory income tax rate	21.0	%	34.0	%	34.0	%
State income taxes, net of federal benefit	—		—	%	—	%
Other temporary differences	(0.2	)%	(0.4	)%	1.3	%
Other permanent differences	5.4	%	(0.1	)%	(0.1	)%
Effects of federal rate change	—	%	(83.8	)%	—	%
Valuation allowance	(26.2	)%	50.3	%	(35.2	)%
Effective tax rate	—	%	—	%	—	%

As of December 31, 2018 and 2017 , the tax basis carrying value of CatchMark’s total timber assets was approximately $679.5 million and $700.0 million , respectively.

13. Quarterly Results (unaudited)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2018 and 2017 :



	2018
(in thousands, except for per-share amounts)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues	$	24,104		$	26,249		$	24,577		$	22,927
Operating income (loss)	$	(1,019	)	$	243		$	2,167		$	(98	)
Net loss	$	(3,385	)	$	(1,505	)	$	(78,899	)	$	(38,218	)
Basic and diluted net loss per share ⁽¹⁾	$	(0.08	)	$	(0.03	)	$	(1.61	)	$	(0.78	)
⁽¹⁾ The sum of the quarterly amounts does not equal net loss per share for the year due to increases in weighted-average shares outstanding over the year.

	2017
(in thousands, except for per-share amounts)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues	$	23,125		$	26,836		$	18,612		$	22,722
Operating income (loss)	$	567		$	361		$	(1,220	)	$	(3,282	)
Net loss	$	(1,978	)	$	(2,466	)	$	(4,044	)	$	(5,022	)
Basic and diluted net loss per share ⁽¹⁾	$	(0.05	)	$	(0.06	)	$	(0.10	)	$	(0.12	)
⁽¹⁾ The sum of the quarterly amounts does not equal net loss per share for the year due to increases in weighted-average shares outstanding over the year.


14.	Customer Concentration

For the years ended December 31, 2018 , 2017 , and 2016 , WestRock represented 20% , 21% , and 24% of CatchMark's total revenues, respectively, and IP represented 12% , 10% , and 4% of CatchMark's total revenues, respectively. No other customer represented more than 10% of CatchMark's total revenues during these periods.


15.	Segment Information

As of December 31, 2018, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost of timberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reported because CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures is reported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no material intersegment transactions.

F- 35

Adjusted EBITDA is the primary performance measure reviewed by management to assess operating performance. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings before interest, taxes, depreciation and amortization; however, CatchMark has excluded certain other expenses that CatchMark believes are not indicative of the ongoing operating results of its timberland portfolio and investment management business, and CatchMark refers to this measure as Adjusted EBITDA. As such, CatchMark's Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table presents operating revenues by reportable segment:



	For the Years Ended December 31,
(in thousands)	2018		2017		2016
Harvest	$	74,734	$	76,419	$	69,340
Real Estate	17,520		14,768		12,515
Investment Management	5,603		108		—
Total	$	97,857	$	91,295	$	81,855

The following table presents Adjusted EBITDA by reportable segment:



	For the Years Ended December 31,
(in thousands)	2018			2017			2016
Harvest	$	31,191		$	33,855		$	32,472
Real Estate	16,388			14,235			11,838
Investment Management	12,431			2,111			—
Non-allocated / Corporate EBITDA	$	(10,224	)	$	(8,231	)	$	(7,502	)
Total	$	49,786		$	41,970		$	36,808

A reconciliation of Adjusted EBITDA to GAAP net loss is presented below:



(in thousands)	2018			2017			2016
Adjusted EBITDA	$	49,786		$	41,970		$	36,808
Subtract:
Depletion	25,912			29,035			28,897
Basis of timberland sold, lease terminations and other ⁽¹⁾	13,053			10,112			10,089
Amortization ⁽²⁾	2,821			1,270			1,093
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture ⁽³⁾	4,195			865			—
HLBV loss from unconsolidated joint venture ⁽⁴⁾	109,550			—			—
Stock-based compensation expense	2,689			2,786			1,724
Interest expense ⁽²⁾	13,643			10,093			5,753
(Gain) loss from large dispositions ⁽⁵⁾	390			—			—
Other ⁽⁶⁾	(460		)	1,319			322
Net loss	$	(122,007	)	$	(13,510	)	$	(11,070	)


⁽¹⁾	Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.


⁽²⁾	For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, amortization of intangible lease assets, and amortization of mainline road costs, which are included in either interest expense, land rent expense, or other operating expenses in the consolidated statements of operations.


⁽³⁾	Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.

F- 36


⁽⁴⁾	Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.

⁽⁵⁾


⁽⁶⁾	Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.


16.	Subsequent Event

Dividend Declaration

On February 14, 2019, CatchMark declared a cash dividend of $0.135 per share for its common stockholders of record on February 28, 2019, payable on March 15, 2019.

F- 37

Exhibit 10.1

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

Exhibit 10.1

TABLE OF CONTENTS



		Page
ARTICLE I DEFINED TERMS		1

ARTICLE II PARTNERSHIP FORMATION AND IDENTIFICATION		13
2.01 Formation.		13
2.02 Name, Office and Registered Agent.		13
2.03 Partners		13
2.04 Term and Dissolution		13
2.05 Filing of Certificate and Perfection of Limited Partnership.		14
2.06 Partnership Interests.		14

ARTICLE III BUSINESS OF THE PARTNERSHIP		15

ARTICLE IV CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS		15
4.01 Capital Contributions.		15
4.02 Additional Capital Contributions and Issuance of Additional Partnership Interests.		15
4.03 Additional Funding.		25
4.04 Capital Accounts		25
4.05 Percentage Interests.		26
4.06 No Interest on Contributions.		26
4.07 Return of Capital Contributions.		26
4.08 No Third-Party Beneficiary.		26

ARTICLE V PROFITS AND LOSSES; DISTRIBUTIONS		27
5.01 Allocation of Profit and Loss.		27
5.02 Distribution of Cash.		31
5.03 REIT Distribution Requirements.		33
5.04 No Right to Distributions In Kind.		33
5.05 Limitations of Return of Capital Contributions.		33
5.06 Distributions Upon Liquidation.		33
5.07 Substantial Economic Effect.		33

ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER		33
6.01 Management of the Partnership.		33
6.02 Delegation of Authority.		36
6.03 Indemnification and Exculpation of Indemnitees.		36
6.04 Liability of the General Partner.		37
6.05 Reimbursement of General Partner.		38

Exhibit 10.1



6.06 Outside Activities		38
6.07 Employment or Retention of Affiliates.		39
6.08 General Partner Participation.		39
6.09 Title to Partnership Assets.		39
6.10 Miscellaneous.		40

ARTICLE VII CHANGES IN GENERAL PARTNER		40
7.01 Transfer of the General Partner's Partnership Interest.		40
7.02 Effect of Bankruptcy Withdrawal Death or Dissolution of a General Partner.		41
7.03 Removal of a General Partner.		41

ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS		43
8.01 Management of the Partnership.		43
8.02 Power of Attorney.		43
8.03 Limitation on Liability of Limited Partners.		43
8.04 Ownership by Limited Partner of Corporate General Partner or Affiliate.		43
8.05 Redemption Right.		43

ARTICLE IX TRANSFERS OF LIMITED PARTNERSHIP INTERESTS		45
9.01 Purchase for Investment.		45
9.02 Restrictions on Transfer of Limited Partnership Interests.		46
9.03 Admission of Substitute Limited Partner.		47
9.04 Rights of Assignees of Partnership Interests.		48
9.05 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.		48
9.06 Joint Ownership of Interests.		48
9.07 Transfer of Limited Partnership Interests of CatchMark LP Holder, LLC		49

ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS		50
10.01 Books and Records.		50
10.02 Custody of Partnership Funds; Bank Accounts.		50
10.03 Fiscal and Taxable Year.		50
10.04 Annual Tax Information and Report.		50
10.05 Partnership Representative; Tax Elections; Special Basis Adjustments.		51
10.06 Reports to Limited Partners.		51

ARTICLE XI AMENDMENT OF AGREEMENT; MERGER		52

ARTICLE XII GENERAL PROVISIONS		53
12.01 Notices.		53

Exhibit 10.1



12.02 Survival of Rights.		53
12.03 Additional Documents.		53
12.04 Severability.		53
12.05 Entire Agreement.		53
12.06 Pronouns and Plurals		53
12.07 Headings.		53
12.08 Counterparts.		53
12.09 Governing Law.		53

Exhibits

Exhibit A Partnership Units

Exhibit B Form of Certificate of Ownership of Partnership Interest

Exhibit C Notice of Redemption Right

Exhibit D-1 Notice of Election by Partner to Convert LTIP Units into Common Units

Exhibit D-2 Notice of Election to Force Conversion of LTIP Units into Common Units

Exhibit 10.1

SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

This Second Amended and Restated Agreement of Limited Partnership is entered into as of October 31, 2018 between CatchMark Timber Trust, Inc., formerly known as Wells Timberland REIT, Inc., as General Partner, and CatchMark LP Holder, LLC, as Limited Partner, and supersedes and replaces the Amended and Restated Agreement of Limited Partnership dated as of October 25, 2013, as amended.

RECITALS

WHEREAS, CatchMark Timber Operating Partnership, L.P., formerly known as Wells Timberland Operating Partnership, L.P. (the “Partnership”), was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of November 9, 2005, and amended on November 16, 2006; and

WHEREAS, the parties desire to enter into this Second Amended and Restated Agreement of Limited Partnership to make the modifications set out in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

“Additional Funds” has the meaning set forth in Section 4.03 hereof.

“Additional Securities” means any (1) shares of stock of the General Partner now or hereafter authorized or reclassified that have dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares (“Preferred Shares”), (2) REIT Shares (other than REIT shares issued in connection with an exchange pursuant to Section 8.05 hereof), (3) shares of stock of the General Partner now or hereafter authorized or reclassified that have dividend rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the REIT Shares (“Junior Shares”) and (4) (i) rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase or otherwise acquire REIT Shares, Preferred Shares or Junior Shares, or (ii) indebtedness issued by the General Partner that provides any of the

Exhibit 10.1

rights described in clause (4)(i) of this definition (any such securities referred to in clause (4)(i) or (ii) of this definition, “New Securities”).

“Adjusted Capital Account” means, with respect any Partner, the Capital Account of such Partner as of the end of each Partnership taxable year or other allocation period (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) and the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(g)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership taxable year or other allocation period.

“Administrative Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

“Affiliate” means, (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner or trustee of such Person or any Person controlling, controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or partnership interests or otherwise.

“Aggregate Share Ownership Limit” has the meaning set forth in the Articles of Incorporation.

“Agreed Value” means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner.

“Agreement” means this Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended or restated from time to time.

Exhibit 10.1

“Articles of Incorporation” means the Articles of Incorporation of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time.

“Book-Up Target” for an LTIP Unit means (i) initially, the excess of the Common Unit Economic Balance as determined on the date such LTIP Unit was granted over the Capital Contribution, if any, made by such LTIP Unit Limited Partner with respect to such LTIP Unit and (ii) thereafter, as of any determination date, the remaining amount required to be allocated to such LTIP Unit for the Economic Capital Account Balance, to the extent attributable to such LTIP Unit, to be equal to the Common Unit Economic Balance. Notwithstanding the forgoing, the Book-Up Target shall be zero for any LTIP Unit for which the Economic Capital Account Balance attributable to such LTIP Unit has at any time reached an amount equal to the Common Unit Economic Balance determined as of such time.

“Capital Account” has the meaning set forth in Section 4.04(a) hereof.

“Capital Contribution” means, with respect to any Partner, the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset contributed to the Partnership by such Partner pursuant to the terms of the Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

“Capital Transaction” has the meaning set forth in Section 4.02(c)(xiii)(A).

“Carrying Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Carrying Value of any asset contributed to the Partnership shall be the gross fair market value of such asset, as agreed by the Contributing Partner and the General Partner.

(ii) The Carrying Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt immediately prior to the following events:

(A) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution or the provision of services to or for the benefit of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(B) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

Exhibit 10.1

(D) the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and

(E) at such other times as the General Partner shall reasonably deem necessary or advisable if permitted by, or required to comply with, Regulations Sections 1.704-1(b) and 1.704-2. The General Partner may appraise, or obtain appraisals of, the Partnership’s Properties annually in the absence of other events described in paragraphs (A) – (D) requiring adjustments to Carrying Value and may make adjustments to the Carrying Value of Partnership Properties based on such appraisals.

(iii) The Carrying Value of a Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as agreed by the distributee and the General Partner.

(iv) The Carrying Values of Partnership assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Carrying Values shall not be adjusted pursuant to this clause (iv) to the extent that the General Partner reasonably determines that an adjustment pursuant to clause (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

(v) If the Carrying Values of a Partnership asset has been determined or adjusted pursuant to clause (i), (ii), or (iv) above, such Carrying Values shall thereafter be adjusted by Depreciation.

“Cash Amount” means an amount of cash per Common Unit equal to the Value of the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Redemption divided by the number of Common Units tendered for redemption.

“Certificate” means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.02 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

Exhibit 10.1

“Code” means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Share Ownership Limit” has the meaning set forth in the Articles of Incorporation.

“Common Shares” has the meaning set forth in the definition of “Additional Securities” contained herein.

“Common Unit” means a Partnership Units that is designated as a Common Unit of the Partnership.

“Common Unit Economic Balance” means (i) the Capital Account balance of the General Partner with respect to its ownership of Common Units, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 5.01(g)(ii), divided by (ii) the number of the General Partner’s Common Units.

“Constituent Person” has the meaning set forth in Section 4.02(c)(xiii)(B).

“Conversion Factor” means 1.0; provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and; provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

“Defaulting Limited Partner” has the meaning set forth in Section 5.02(c).

Exhibit 10.1

“Depreciation” means, for each fiscal year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected by the General Partner.

“Economic Capital Account Balance” with respect to a Partner means an amount equal to its Capital Account balance, plus the amount of its share of any Partner Minimum Gain or Partnership Minimum Gain.

“Event of Bankruptcy” as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debtor liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

“General Partner” means CatchMark Timber Trust, Inc., a Maryland corporation, and any Person who becomes a substitute General Partner as provided herein, and any of their successors as General Partner.

“General Partner Loan” has the meaning set forth in Section 5.02(c).

“General Partnership Interest” means a Partnership Interest held by the General Partner that is a general partnership interest.

“Indemnitee” means (i) any Person made a party to a proceeding by reason of its status as the General Partner, or a director, officer or employee of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

“Independent Director” means a director of the General Partner who is not an officer or employee of the General Partner, any Affiliate of an officer or employee or any Affiliate of (i) any lessee of any property of the General Partner or any Subsidiary of the General Partner, (ii) any Subsidiary of the General Partner, or (iii) any partnership that is an Affiliate of the General Partner.

Exhibit 10.1

“Ineligible Unit” has the meaning given to such term in Section 5.01(g)(ii)(A).

“Lender” means any lender to the Partnership (or any affiliate of the Partnership), or any agent acting on such lender’s behalf (or its designee).

“Limited Partner” means any Person named as a Limited Partner on Exhibit A attached hereto, including an LTIP Unit Limited Partner, and any Person who becomes a Substitute or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

“Limited Partnership Interest” means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

“Liquidating Gains” means any net gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net gain realized in connection with an adjustment to the book value of Partnership assets pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

“Liquidating Losses” means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

“Listed” means, with respect to REIT Shares, such shares are listed or admitted to trading on any national securities exchange.

“Loan Document” means any loan agreement, or pledge, hypothecation or other collateral or security agreement entered into, or guaranteed by, the Partnership or any affiliate of the Partnership.

“LTIP Conversion Factor” has the meaning set forth in Section 4.02(c)(ix)(A).

“LTIP Conversion/Redemption Trigger Event” has the meaning given to such term in Section 4.02(c)(ix)(D).

“LTIP Unit” means a Partnership Unit which is designated as an LTIP Unit having the rights, powers, privileges, restrictions, qualifications and limitations set forth elsewhere in this Agreement in respect of the LTIP Unit Limited Partner. LTIP Units may be designated as Vested LTIP Units or Unvested LTIP Units pursuant to the documentation pursuant to which such LTIP Unit is issued.

“LTIP Unit Conversion Date” has the meaning set forth in Section 4.02(c)(ix)(C).

“LTIP Unit Conversion Notice” has the meaning set forth in Section 4.02(c)(ix)(C).

“LTIP Unit Conversion Right” has the meaning set forth in Section 4.02(c)(ix)(A).

Exhibit 10.1

“LTIP Unit Forced Conversion” has the meaning set forth in Section 4.02(c)(x)(B).

“LTIP Unit Forced Conversion Notice” has the meaning set forth in Section 4.02(c)(x)(B).

“LTIP Unit Limited Partner” means any Person that holds LTIP Units and is named as an LTIP Unit Limited Partner in the books and records of the Partnership.

“New Securities” has the meaning set forth in the definition of “Additional Securities” contained herein.

“Nonrecourse Deduction” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“Nonrecourse Liability” has the meaning provided in Regulations Section 1.704(b)(3).

“Notice of Redemption” means the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit C hereto.

“OP Unitholders” means all holders of Partnership Interests other than any holder of a Partnership Interest whose interest is represented solely by Preferred Partnership Units.

“Partner” means any General Partner or Limited Partner.

“Partner Nonrecourse Debt” has the meaning provided in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning provided in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with Regulations Sections 1.704-2(i)(2).

“Partnership” means CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership.

“Partnership Interest” means an ownership interest in the Partnership of either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. There may be one or more classes of Partnership Interests as provided in Section 4.02. A Partnership Interest may be expressed as a number of Partnership Units. Unless otherwise expressly provided for by the General Partner at the time of the original issuance of any Partnership Interests, all Partnership Interests (whether

Exhibit 10.1

of a Limited Partner or a General Partner) shall be of the same class. The Partnership Interests represented by the Common Units, the LTIP Units and the Preferred Units are the only Partnership Interests, and each such type of unit is a separate class of Partnership Interest for all purposes of this Agreement.

“Partnership Loan” has the meaning set forth in Section 5.02(c).

“Partnership Minimum Gain” has the meaning provided in Regulations Sections 1.704-2(b)(2) and 1.704-2(d), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“Partnership Record Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some or all of its portion of such distribution.

“Partnership Representative” has the meaning provided in Section 6223 of the Code.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder (including Common Units, LTIP Units and Preferred Units). The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A , as may be amended from time to time.

“Partnership Unit Designation” has the meaning set forth in Section 4.02(a)(i).

“Partnership Year” shall mean the Partnership’s taxable year or any shorter period for which Partnership profits and losses are allocated.

“Pledged General Partnership Collateral” has the meaning set forth in Section 7.01(a).

“Pledged Limited Partnership Collateral” has the meaning set forth in Section 9.07(a).

“Percentage Interest” means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Common Units owned by a Partner by the total number of Common Units then outstanding. The Percentage Interest of each Partner shall be as set forth on Exhibit A , as may be amended from time to time.

“Person” means any individual, partnership, corporation, joint venture, trust or other entity.

“Preferred Shares” has the meaning set forth in the definition of “Additional Securities” contained herein.

“Preferred Unit” means any Partnership Unit issued after the date of this Agreement pursuant to Section 4.02 that is designated as a Preferred Unit.

Exhibit 10.1

“Profit” and “Loss” means, for each Partnership Year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such Partnership Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit and Loss pursuant to this definition of “Profit” and “Loss” shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this definition of “Profit” and “Loss” shall be subtracted from such taxable income or loss;

(iii) In the event the Carrying Value of any Partnership asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Carrying Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profit and Loss;

(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Carrying Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Carrying Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Partnership Year or other period;

(vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profit or Loss; and

(vii) Notwithstanding any other provision of this definition of “Profit” and “Loss”, any items that are specially allocated pursuant to Section 5.1(a), 5.1(c), or 5.1(d) hereof shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss, or deduction available to be specially allocated pursuant to Sections 5.1(a), 5.1(c) and 5.1(d) hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

“Property” means any timberland or related property or other investment in which the Partnership holds an ownership interest.

Exhibit 10.1

“Redeeming Partner” has the meaning set forth in Section 8.05(a) hereof.

“Redemption Amount” means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.05(b) hereof.

“Redemption Right” has the meaning set forth in Section 8.05(a) hereof.

“Regulations” means the Federal income tax regulations issued under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

“REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

“REIT Expenses” means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“REIT Share” means a share of common stock, par value $0.01 per share, of the General Partner (or successor entity, as the case may be).

“REIT Shares Amount” means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Redeeming Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

Exhibit 10.1

“Restriction Notice” has the meaning set forth in Section 8.05(e).

“Securities Act” means the Securities Act of 1933, as amended.

“Service” means the Internal Revenue Service.

“Specified Redemption Date” means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Redemption.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Subsidiary Partnership” means any partnership of which the partnership interests therein are owned by the General Partner or a wholly owned subsidiary of the General Partner.

“Substitute Limited Partner” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.03 hereof.

“Successor Entity” has the meaning set forth in the definition of “Conversion Factor” contained herein.

“Target Balance” has the meaning set forth in Section 5.01(g)(ii)(A).

“Transfer” has the meaning set forth in Section 9.02(a) hereof.

“UCC” has the meaning set forth in Section 2.06(a).

“Unvested LTIP Unit” has the meaning set forth in Section 4.02(c)(iii).

“Value” means with respect to any security, the average of the daily market price of such security for the ten consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the security is Listed, the closing sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day, (ii) if the security is not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or (iii) if the security is not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten days prior to the date in question, the value of the security shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the security includes any additional rights, then the value of such rights

Exhibit 10.1

shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“Vested LTIP Unit” has the meaning set forth in Section 4.02(c)(iii).

“Vesting Agreement” has the meaning set forth in Section 4.02(c)(iii).

ARTICLE II
PARTNERSHIP FORMATION AND IDENTIFICATION

2.01 Formation . The parties to this Agreement hereby agree to continue the Partnership pursuant to the Act and upon the terms and conditions set forth in this Agreement.

2.02 Name, Office and Registered Agent . The name of the Partnership is CatchMark Timber Operating Partnership, L.P. The specified office and place of business of the Partnership shall be 5 Concourse Parkway, Suite 2325, Atlanta, Georgia 30328. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.03 Partners .

(a) The General Partner of the Partnership is CatchMark Timber Trust, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.

(b) The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.04 Term and Dissolution

(a) The term of the Partnership shall continue in full force and effect until December 31, 2053, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i) The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii) The passage of 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall

Exhibit 10.1

continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);

(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or

(iv) The election by the General Partner that the Partnership should be dissolved.

(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.05 Filing of Certificate and Perfection of Limited Partnership . The General Partner shall execute, acknowledge, record and file at the expense of the Partnership any and all amendments to the Certificate and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.06 Partnership Interests.

(a) Each Partnership Interest in the Partnership shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

(b) The Partnership Interests in the Partnership shall be evidenced by certificates in the form attached hereto as Exhibit B , and each such certificate shall be executed by the General Partner on behalf of the Partnership. On the date hereof, certificates are being issued to (i) the General Partner, the sole general partner, evidencing its 49,026,621 Common Units, and (ii) the Limited Partner, the sole limited partner evidencing its existing 200 Common Units in the Partnership.

(c) The Partnership shall maintain books for the purpose of registering the transfer of Partnership Interests. A transfer of a Partnership Interest in the Partnership shall be effected by the Partnership’s registering the transfer upon delivery of an endorsed certificate representing the Partnership Interest being transferred.

Exhibit 10.1

(d) Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware, such provision of Article 8 of the UCC shall control.

ARTICLE III

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

ARTICLE IV
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

4.01 Capital Contributions . The Capital Contributions and Partnership Units of each Partner are set forth on Exhibit A , as the same shall be amended from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units.

4.02 Additional Capital Contributions and Issuance of Additional Partnership Interests . Except as provided in this Section 4.02 or in Section 4.03, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.02.

(a) Issuances of Additional Partnership Interests.

(i) General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General Partner)

Exhibit 10.1

or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. Any additional Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law that cannot be preempted by the terms hereof and as set forth in a written document hereafter attached to and made an exhibit to this Agreement (each a “Partnership Unit Designation”), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless:

(A) (1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.02 and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock or other interests in the General Partner;

(B) the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests issued in exchange for property; or

In addition, the General Partner may acquire Partnership Interests from other Partners pursuant to this Agreement. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.02(a), the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) as it deems necessary to reflect the issuance of such additional Partnership Interests and any special rights, powers, and duties associated therewith.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii) Upon Issuance of Additional Securities. The General Partner shall not issue any Additional Securities other than to all holders of REIT Shares, Preferred Shares, Junior

Exhibit 10.1

Shares or New Securities, as the case may be, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the General Partner issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units equal to the product of (A) the number of such REIT Shares issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

(b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom; provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any (i) purchase price discount or (ii) selling commissions, dealer manager fees or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.05 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.02(a) hereof.

(i) A class of Partnership Units in the Partnership designated as the “LTIP Units” is hereby established. Except to the extent a capital contribution is made with respect to an LTIP Unit, each LTIP Unit is intended to qualify as “profits interests” in the Partnership. The number of LTIP Units that may be issued shall not be limited; provided, however, that the Partnership

Exhibit 10.1

shall not issue LTIP Units in excess of any restriction applicable at such time imposed in any Loan Document. The General Partner, in its sole and absolute discretion, is hereby authorized without the approval of the Limited Partners or any other Person to cause the Partnership from time to time to issue to any Person providing services to or for the benefit of the Partnership, which may include Partners, LTIP Units. In connection with any such issuance, the General Partner shall (i) determine the amount of the Capital Contribution (if any) to be made in connection with such issuance and the manner in which such Capital Contribution shall be made, and (ii) make such revisions to this Agreement as it determines are appropriate to reflect the issuance of such LTIP Units. Upon the issuance of LTIP Units, the holder of such LTIP Units shall be admitted to the Partnership as an LTIP Unit Limited Partner upon furnishing to the General Partner (A) evidence of acceptance in form satisfactory to the General Partner and (B) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an LTIP Unit Limited Partner. The admission of an LTIP Unit Limited Partner shall become effective on the date upon which the name of such person is recorded by the General Partner in the books and records of the Partnership.

(ii) Ranking. Except as otherwise provided elsewhere in the Partnership Agreement, the LTIP Units shall, with respect to distribution rights and rights upon voluntary or involuntary liquidation, winding up or dissolution of the Partnership, rank (i) on a parity with the Common Units; and (ii) junior to all Partnership Units which rank senior to the Common Units.

(iii) Vesting. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or other similar agreement (a “Vesting Agreement”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any plan pursuant to which the LTIP Units are issued, if applicable. LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units are referred to as “Unvested LTIP Units.” Subject to the terms of any Vesting Agreement, a holder of LTIP Units shall be entitled to transfer his or her Vested LTIP Units to the same extent, and subject to the same restrictions as holders of Common Units are entitled to transfer their Common Units pursuant to Article VII.

(iv) Forfeiture or Transfer of Unvested LTIP Units. Unless otherwise specified in the relevant Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the forfeiture of any LTIP Units, or the repurchase by the Partnership or the General Partner of LTIP Units at a specified purchase price, then, upon the occurrence of the circumstances resulting in such forfeiture or repurchase by the Partnership or the General Partner, the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose, or as transferred to the Partnership or General Partner, as applicable. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with a record date prior to the effective date of the forfeiture.

Exhibit 10.1

(v) Legend. The books and records of the Partnership as maintained by the General Partner or by its agent (or if applicable any certificate evidencing an LTIP Unit) shall bear an appropriate notation or legend indicating that additional terms, conditions and restrictions on transfer, including without limitation those set forth in a Vesting Agreement, apply to LTIP Units.

(vi) Distributions. The distributions to which holders of LTIP Units will be entitled with respect to their LTIP Units will be determined in accordance with the terms of this Agreement, including, without limitation, Article V; provided, however, if the Vesting Agreement or other documentation pursuant to which an LTIP Unit is issued provides that distributions with respect to such LTIP Unit shall be deferred, reduced, suspended or otherwise treated less favorably than distributions on Common Units generally, distributions with respect to such LTIP Unit shall be made as provided in such Vesting Agreement or other documentation.

(vii) Allocations. The allocations to which holders of LTIP Units will be entitled with respect to their LTIP Units will be determined in accordance with the terms of this Agreement, including, without limitation, Article V.

(viii) Adjustments. Unless otherwise provided by the terms of a specific series of LTIP Units, as approved by the General Partner, the General Partner shall make adjustments to the LTIP Units to maintain a one-to-one correspondence between Common Units and LTIP Units upon events such as distributions on all outstanding Common Units in additional Partnership Units, subdivision, combination, reclassification or recapitalization of the Common Units. If more than one such event triggers an adjustment, the adjustment to the LTIP Units need be made only once using a single formula that takes into account the multiple events as if they all occurred simultaneously. If in the opinion of the General Partner an adjustment to the LTIP Units is required to maintain the same correspondence between Common Units and LTIP Units after an event other than those described in the first sentence of this Section 4.02(c)(viii) as existed prior to such event, the General Partner shall make such adjustment to the extent permitted by the Partnership Agreement, by law and by the terms of any plan pursuant to which the LTIP Units have been issued in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances to maintain such correspondence. If an adjustment is made to the LTIP Units as herein provided, the Partnership shall promptly (i) file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error, and (ii) give notice thereof to the holders of LTIP Units affected thereby.

(ix) Right to Convert LTIP Units into Common Units.

(A) Conversion Right. Subject to automatic conversion pursuant to Section 4.02(c)(x)(A), a holder of LTIP Units shall have the right (the “LTIP Unit Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into a number (or fraction thereof) of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to 4.02(c)(viii) equal to the LTIP Conversion Factor as applicable to each LTIP Unit being converted. Holders of LTIP Units shall not have the right to

Exhibit 10.1

convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that when a holder of LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership an LTIP Unit Conversion Notice conditioned upon and effective as of the time of vesting, and such LTIP Unit Conversion Notice, unless subsequently revoked by the holder of the LTIP Units, shall be accepted by the Partnership subject to such condition. In all cases, the conversion of any LTIP Units the Book-Up Target of which is zero into Common Units shall be subject to the conditions and procedures set forth in this 4.02(c)(ix). “LTIP Conversion Factor” shall mean the quotient of (i) the Economic Capital Account Balance attributable to the LTIP Unit being converted as of the date of conversion, divided by (ii) the Common Unit Economic Balance as of the date of conversion; provided that if the Economic Capital Account Balance attributable to an LTIP Unit has at any time reached an amount equal to the Common Unit Economic Balance determined as of such time, the LTIP Conversion Factor for such LTIP Unit shall never exceed one (1), subject to such adjustment as may be made pursuant to 4.02(c)(viii) and unless otherwise provided by the terms of a specific series of LTIP Units as approved by the General Partner.

(B) Number of Units Convertible. A holder of Vested LTIP Units may convert such Vested LTIP Units the Book-Up Target of which is zero into an equal number of fully paid and non-assessable Common Units (after giving effect to any adjustments made pursuant to 4.02(c)(viii) unless otherwise provided by the terms of a specific series of LTIP Units as approved by the General Partner.

(C) Notice. In order to exercise his or her Conversion Right, a holder of LTIP Units shall deliver a notice (an “LTIP Unit Conversion Notice”) in the form attached as Exhibit D-1 hereto not less than 10 nor more than 60 days prior to a date (the “LTIP Unit Conversion Date”) specified in such LTIP Unit Conversion Notice. Each holder of LTIP Units covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this 4.02(c)(ix) shall be free and clear of all liens, claims and/or encumbrances whatsoever. Notwithstanding anything herein to the contrary (but subject to Article IX), a holder of LTIP Units may deliver a Notice of Redemption pursuant to Section 8.05 relating to those Common Units that will be issued to such holder upon conversion of such LTIP Units into Common Units in advance of the LTIP Unit Conversion Date; provided, however, that the redemption of such Common Units by the Partnership shall in no event take place until the LTIP Unit Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a holder of LTIP Units in a position where, if he or she so wishes, the Common Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership in accordance with Section 8.05 simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Common Units under Section 8.05 by delivering to such holder REIT Shares, then such holder can have such REIT Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Common Units. The General Partner shall cooperate with a holder of LTIP Units to coordinate the timing of the different events described in the foregoing sentence.

(D) To the extent provided in any Loan Document, if a Lender (i) provides the General Partner with a written notice that the Lender intends promptly to commence

Exhibit 10.1

a foreclosure proceeding with respect to the Partnership Units held by the General Partner, (ii) the indebtedness evidenced or secured by such Loan Document has been declared due and payable and the Lender provides the General Partner with a written notice invoking this Section 4.02(c)(ix)(D), or (iii) any event of default under or with respect to such Loan Document relating to bankruptcy or insolvency has occurred and the Lender has not provided the General Partner with a written notice prior to the occurrence of such Event of Default expressly declining to invoke this Section 4.02(c)(ix)(D) (collectively, clauses (i), (ii) and (iii), an “LTIP Conversion/Redemption Trigger Event”), each Partner and the Partnership hereby agrees that, notwithstanding anything to the contrary in this Agreement, automatically and without further action by any Person, including by the holder, any other Partner, the General Partner or the Partnership, (1) all of the outstanding LTIP Units, whether vested or unvested, immediately shall be converted into Common Units (in a manner consistent with, but not limited by, the provisions of Section 4.02(c)(ix)(A)), and (2) all such converted Common Units, together with any and all outstanding Common Units issued upon any prior conversion of LTIP Units, immediately shall be redeemed by the General Partner in exchange for REIT Shares (in a manner consistent with, but not limited by, the provisions of Section 8.05(b), and including, but not limited to, regardless of whether such REIT Shares are Listed, such redemption would have the results identified in clauses (i) through (v), inclusive, of Section 8.05(c) or any restrictions otherwise placed on such redemption pursuant to Sections 8.05(d) or 8.05(f)). As a result, immediately following an LTIP Conversion/Redemption Trigger Event, all LTIP Units and all outstanding Common Units issued upon any prior conversion of LTIP Units (and other units of ownership, economic or otherwise, of the Partnership issued in connection with or exchange for any LTIP Units or Common Units issued upon any prior conversion of LTIP Units) shall be terminated and no longer outstanding (regardless of whether the General Partner actually issues the REIT Shares in connection with the redemption described in this Section 4.02(c)(ix)(D)). Each Lender is an express third-party beneficiary of this Section 4.02(c)(ix)(D) having the right (but not the obligation) to enforce this Section 4.02(c)(ix)(D), and this Section 4.02(c)(ix)(D) may not be amended without the consent of each Lender.

(x) Partnership Initiated Conversion.

(A) Unless previously converted by a holder pursuant to Section 4.02(c)(ix), each LTIP Unit shall, upon the later to occur of (i) the LTIP Unit becoming a Vested LTIP Unit and (ii) the Book-Up Target of the LTIP Unit equaling zero, automatically and without further action by a holder convert into a Common Unit, after giving effect to all adjustments (if any) made pursuant to Section 4.02(c)(viii), and the General Partner shall reflect such conversion in the records of the Partnership; provided that the General Partner may, at its discretion, suspend the operation of this Section 4.02(c)(x)(A) with respect to any holder or any LTIP Unit. The General Partner shall maintain internal controls to track the automatic conversion of LTIP Units described in this Section 4.02(c)(x)(A).

(B) Subject to automatic conversion pursuant to Section 4.02(c)(x)(A), if applicable, the Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units the Book-Up Target of which is zero held by a holder of LTIP Units to be converted (a “LTIP Unit Forced Conversion”) into an equal number of Common Units (after giving effect to any adjustments made pursuant to Section 4.02(c)(viii)) unless otherwise

Exhibit 10.1

provided by the terms of a specific series of LTIP Units as approved by the General Partner. In order to exercise its right to cause an LTIP Unit Forced Conversion, the Partnership shall deliver a notice (a “LTIP Unit Forced Conversion Notice”) in the form attached as Exhibit D-2 hereto to the applicable holder not less than 10 nor more than 60 days prior to the LTIP Unit Conversion Date specified in such LTIP Unit Forced Conversion Notice. A Forced LTIP Unit Conversion Notice shall be provided in the manner provided in Section 9.01.

(xi) Conversion Procedures. Subject to any redemption of Common Units to be received upon the conversion of Vested LTIP Units as provided in Section 4.02(c)(ix), a conversion of Vested LTIP Units for which the holder thereof has given an LTIP Unit Conversion Notice or the Partnership has given a Forced LTIP Unit Conversion Notice shall occur automatically after the close of business on the applicable LTIP Unit Conversion Date without any action on the part of such holder of LTIP Units, as of which time such holder of LTIP Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such holder of LTIP Units, upon his or her written request, a certificate of the General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such Person immediately after such conversion.

(xii) Treatment of Capital Account. For purposes of making future allocations under Article IV, as amended from time to time, the portion of the Economic Capital Account Balance of the applicable holder of LTIP Units that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance.

(xiii) Mandatory Conversion in Connection with a Capital Transaction.

(A) If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event), in each case as a result of which Common Units shall be exchanged for or converted into the right to receive, or the holders of Common Units shall otherwise be entitled to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold for the consideration provided in the agreement or agreements with respect to the Capital Transaction or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction).

Exhibit 10.1

(B) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Common Units into which his or her LTIP Units will be converted pursuant to this Section 4.02(c)(xiii) the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a holder of the same number of Common Units, assuming such holder of Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion pursuant to this Section 4.02(c)(xiii) of each LTIP Unit held by such holder into Common Units in connection with such Capital Transaction. If a holder of LTIP Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion pursuant to this Section 4.02(c)(xiii) of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Common Unit would receive if such holder of Common Units failed to make such an election.

(C) Subject to the rights of the Partnership and the General Partner under any Vesting Agreement and the terms of any plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to cause the terms of any Capital Transaction to be consistent with the provisions of this Section 4.02(c)(xiii) and to enter into an agreement with the successor or acquiring entity, as the case may be, for the benefit of the holders of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Capital Transaction that will contain provisions enabling the holders of LTIP Units that remain outstanding after such Capital Transaction to preserve, as far as reasonably possible under the circumstances, the distribution, special allocation, conversion, and other rights set forth in this Agreement.

(xiv) Redemption Right of LTIP Unit Limited Partners

(A) LTIP Units will not be redeemable at the option of the Partnership; provided, however, that the foregoing shall not prohibit the Partnership from (i) repurchasing LTIP Units from the holder thereof if and to the extent such holder agrees to sell such LTIP Units or (ii) from exercising its LTIP Unit Forced Conversion right.

(B) Except as otherwise set forth in the relevant Vesting Agreement or other separate agreement entered into between the Partnership and a LTIP Unit Limited Partner, and subject to the terms and conditions set forth in this Agreement or the terms of a specific series of LTIP Units as approved by the General Partner, on or at any time after the applicable LTIP Unit Conversion Date each LTIP Unit Limited Partner will have the same right (and subject to the same terms and conditions and to be effected in the same manner) to require the Partnership to

Exhibit 10.1

redeem all or a portion of the Common Units into which such LTIP Unit Limited Partner’s LTIP Units were converted as the other holders of Common Units in accordance with Article VII.

(xv) Voting Rights. Holders of LTIP Units, whether vested or unvested, shall not have any voting rights other than as provided in Section 4.02(c)(xvi).

(xvi) Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 4.02(c)(xvi). The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding LTIP Units (both vested and unvested) affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions:

1) no separate consent of the holders of LTIP Units will be required if and to the extent that any such alternation, change, or amendment would, in a ratable and proportional manner, alter, change, or amend the rights, powers or privileges of the Common Units;

2) A merger, consolidation or other business combination or reorganization of the Partnership, the General Partner or any of their Affiliates shall not be deemed to materially and adversely alter, change, or amend the rights, powers or privileges of the LTIP Units, so long as either (w) the LTIP Units that are then eligible for conversion (or that the General Partner provides will be eligible for conversion in connection with the merger, consolidation or other business combination or reorganization) are converted into Common Units immediately prior to the effectiveness of the transaction, (x) the holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into Common Units (or a fraction thereof, as applicable, under the terms provided by the terms of a specific series of LTIP Units as approved by the General Partner), (y) the LTIP Units remain outstanding with their terms materially unchanged, or (z) if the Partnership is not the surviving entity in the merger, consolidation or other business combination or reorganization, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units;

3) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which either (x) does not require the consent of the holders of Common Units or (y) does require such consent and is authorized by a vote of the holders of Common Units, together with any other class or series of units of limited partnership interest in the Partnership upon which like voting rights have been conferred, shall not be deemed to materially and adversely alter, change, or amend the rights, powers or privileges of the LTIP Units; and

Exhibit 10.1

4) any waiver by the Partnership of restrictions or limitations applicable to any outstanding LTIP Units with respect to any holder or holders thereof shall not be deemed to materially and adversely alter, change, or amend the rights, powers or privileges of the LTIP Units with respect to other holders. For the avoidance of doubt, the General Partner in its sole discretion may waive any restrictions or limitations (including vesting restrictions or transfer restrictions) applicable to any outstanding LTIP Units with respect to any holder or holders at any time and from time to time. Any such determination in the General Partner’s discretion in respect of such LTIP Units shall be final and binding. Such determinations need not be uniform and may be made selectively among holders of LTIP Units, whether or not such holders are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. The foregoing special approval rights will not apply if, as of or prior to the time when the action with respect to which such vote would otherwise be required will be taken or be effective, all outstanding LTIP Units shall have been converted and/or redeemed, or provision is made for such redemption and/or conversion to occur as of or prior to such time.

(xvii) Rights to Transfer. Subject to the terms of the relevant Vesting Agreement or other document pursuant to which LTIP Units are granted, except in connection with the exercise of a LTIP Unit Redemption Right pursuant to Section 8.05, a transfer of all or any portion of a holder’s LTIP Units will be subject to Article VII.

4.03 Additional Funding . If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

4.04 Capital Accounts .

(a) The Partnership shall maintain for each Partner a separate capital account (“Capital Account”) in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv). Each Partner’s Capital Account shall be increased by (i) the amount of such Partner’s Capital Contributions and (ii) Profit allocated to such Partner and all items of Partnership income and gain allocated to such Partner pursuant to Sections 5.1(c), 5.1(d) and 5.1(e) and decreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (y) Loss allocated to such Partner and all items of Partnership deduction and loss allocated to such Partner pursuant to Section 5.1(c).

(b) In the event any interest in the Partnership is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(c) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured

Exhibit 10.1

by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or 1.704-2.

4.05 Percentage Interests . If the number of outstanding Common Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Common Units held by such Partner divided by the aggregate number of Common Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.05, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.06 No Interest on Contributions . No Partner shall be entitled to interest on its Capital Contribution.

4.07 Return of Capital Contributions . No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.08 No Third-Party Beneficiary . No creditor or other third party (other than a Lender) having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party (other than a Lender to the Partnership), nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners (other than to secure the obligations of the Partnership under the Loan

Exhibit 10.1

Documents). In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit capital account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

ARTICLE V
PROFITS AND LOSSES; DISTRIBUTIONS

5.01 Allocation of Profit and Loss .

(a) General Partner Gross Income Allocation. There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of the cumulative reimbursements made to the General Partner under Section 6.05(b) (other than reimbursements that would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses that would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset) over the cumulative allocations of Partnership income and gain to the General Partner under this Section 5.01(a).

(b) General Allocations. The items of Profit and Loss of the Partnership for each fiscal year or other applicable period shall be allocated among the Partners in a manner that will, as nearly as possible, cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.02, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

(c) Special Allocations. Before applying Sections 5.01(a) and 5.01(b), the following regulatory allocations shall be made in the following order and priority:

(i) Minimum Gain Chargeback. Notwithstanding the provisions of this Section 5.01, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year

Exhibit 10.1

(and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 5.01(c)(i) is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Partner Minimum Gain Chargeback. Notwithstanding any other provision of this Section 5.01, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 5.01(c)(ii) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

(iii) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) and such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership Year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 5.01(c)(iii) is intended to constitute a “qualified income offset” under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(iv) No Excess Deficit. To the extent that any Partner has or would have, as a result of an allocation of Net Loss (or item thereof), an Adjusted Capital Account Deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Partners in accordance with Section 5.01(b), but in a manner which will not produce an Adjusted Capital Account Deficit as to such Partners. To the extent such allocation would result in all Partners having Adjusted Capital Account Deficits, such Net Loss (or item thereof) shall be allocated to the General Partner.

(v) Nonrecourse Deductions. Nonrecourse Deductions for any Partnership Year shall be allocated to the Partners (other than the Special Limited Partner) in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Section 704(b) of the

Exhibit 10.1

Code, the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio for such Partnership Year to the numerically closest ratio which would satisfy such requirements.

(vi) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Sections 1.704-2(6)(4) and 1.704-2(i).

(vii) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations.

(d) Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(e) Allocation for Tax Purposes. All allocations of income, profit, gain, loss, and expense (and all items contained therein) for federal income tax purposes shall be consistent with the allocations of such items set forth in this Section 5.01, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

(f) Forfeiture Allocations. Subject to Section 5.01(g)(iii) with respect to a forfeiture of certain LTIP Units, upon a forfeiture of any unvested Partnership Interest by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Treasury Regulations promulgated after the effective date of this Agreement to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code Section 704(b).

(g) LTIP Allocation Provisions.

Exhibit 10.1

(i) LTIPs Treated as Common Units for Allocation Purposes. For purposes of determining allocations of Profits and Losses pursuant to Section 5.01(b), LTIP Units shall be treated as Common Units. For purposes of determining allocations of Losses pursuant to Section 5.01(b), an LTIP Unit Limited Partner shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.

(ii) LTIP General Allocations. Notwithstanding Sections 5.02(a) and 5.02(b), Liquidating Gains and Liquidating Losses shall be allocated as follows:

(A) Liquidating Gains (including, for the avoidance of doubt, Liquidating Gains that are a component of any remaining Profits), shall first be allocated to the holders of LTIP Units until the Economic Capital Account Balances of such Partners, to the extent attributable to their ownership of LTIP Units, are equal to (1) the Common Unit Economic Balance, multiplied by (2) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided, however, that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit (each an “Ineligible Unit”) if and to the extent that cumulative Liquidating Losses of the Partnership have exceeded cumulative Liquidating Gains of the Partnership during the period from the issuance of such LTIP Unit through the date of such allocation. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, Liquidating Gains shall be allocated among LTIP Units in a manner reasonably determined by the General Partner. For the avoidance of doubt, Liquidating Gains allocated with respect to an LTIP Unit pursuant to this Section 5.01(g)(ii) shall reduce (but not below zero) the Book-Up Target for such LTIP Unit.

(B) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 5.01(g) will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (1) allocations under this Section 5.01(g)(ii), (2) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (3) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain will generally be attributed in the following order: (1) first, to Vested LTIP Units held for more than two years, (2) second, to Vested LTIP Units held for two years or less, (3) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the General Partner, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (4) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. Any such allocations shall be made

Exhibit 10.1

among the holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each under this Section 5.01(g).

(C) After giving effect to the special allocations set forth above in this Section 5.01(g), if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or, at the election of the General Partner, Liquidating Gains shall be allocated to the other Partners, to eliminate the disparity; provided, however, that if Liquidating Losses and Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner.

(D) The parties agree that the intent of this Section 5.01(g) is (1) to the extent possible to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with Common Units (on a per-unit basis) and (2) to allow conversion of an LTIP Unit (assuming prior vesting) when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 5.01(g)(ii)(A) so that either an LTIP Unit’s initial Book-Up Target has been reduced to zero or the parity described in clause (1) above has been achieved. The General Partner shall be permitted to interpret this Agreement (including this Section 5.01(g)) and to amend this Agreement to the extent necessary and consistent with this intention.

(E) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 5.01(g), Profits and Losses allocable under Section 5.02(b) shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

(iii) LTIP Forfeiture Reallocations. If an LTIP Unit Limited Partner forfeits any LTIP Units to which Liquidating Gain has previously been allocated under Section 5.01(g)(ii), (1) the portion of such LTIP Unit Limited Partner’s Capital Account attributable to such Liquidating Gain allocated to such forfeited LTIP Units will be re-allocated to that LTIP Unit Limited Partner’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain, using a methodology similar to that described in Section 5.02(g)(ii)(B) above as reasonably determined by the General Partner, to the extent necessary to cause such LTIP Unit Limited Partner’s Economic Capital Account Balance attributable to each such LTIP Unit to equal the Common Unit Economic Balance and (2) such LTIP Unit Limited Partner’s Capital Account will be reduced by the amount of any such Liquidating Gain not reallocated pursuant to clause (1) above.

5.02 Distribution of Cash .

(a) The Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such distribution period in accordance with Section 5.02(b). Notwithstanding anything to the contrary in this Agreement, the Partnership shall

Exhibit 10.1

not make any distribution if such distribution would (i) violate the Act or other applicable law or (ii) violate the terms of any Loan Document.

(b) Except for distributions pursuant to Section 5.06 of this Agreement in connection with the dissolution and liquidation of the Partnership and subject to the provisions of Section 5.02(d), 5.02(e), 5.03, 5.05, and 8.07(b) of this Agreement, and unless and until this Agreement is amended to reflect the issuance of any Preferred Units or Partnership Units based on Junior Shares or New Securities, all distributions shall be made to the Partners in accordance with their Percentage Interests.

(c) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to the Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting Limited Partner”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having

Exhibit 10.1

been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

(e) For purposes of the calculations and distributions set forth in Section 5.02(b), issued and outstanding LTIP Units shall be treated as outstanding Common Units (including for purposes of calculating Percentage Interests).

5.03 REIT Distribution Requirements . The General Partner shall use its reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay shareholder dividends that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.04 No Right to Distributions In Kind . No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.05 Limitations of Return of Capital Contributions . Notwithstanding any of the provisions of this Article V, no Partner shall have the right to receive, and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

5.06 Distributions Upon Liquidation . Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners in accordance with Section 5.02(b); provided, however, any distributions with respect to LTIP Units shall be made only in proportion to the number of Common Units (including fractional units) into which such LTIP Units could be converted. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.07 Substantial Economic Effect . It is the intent of the Partners that the allocations under Sections 5.01(a), (b) and (c) have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article V and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

ARTICLE VI
RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

Exhibit 10.1

6.01 Management of the Partnership .

(a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i) to acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited to notes and mortgages, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;

(ii) to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv) to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets, and to cause the Partnership to perform its obligations under any Loan Document;

(v) to pay, either directly or by reimbursement, for all operating costs and general administrative expenses of the Partnership to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets;

(vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all operating costs and general administrative expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

Exhibit 10.1

(viii) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership that is in excess of $20,000 or is not covered by insurance;

(x) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business;

(xi) to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xiii) to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefore such reasonable remuneration as the General Partner may deem reasonable and proper;

(xv) to retain other services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration as the General Partner may deem reasonable and proper;

(xvi) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

Exhibit 10.1

(xix) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose; and

(xxi) to merge, consolidate or combine the Partnership with or into another person;

(xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.02 Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.03 Indemnification and Exculpation of Indemnitees .

(a) Subject to the limitations of Section 6.03(b), to the maximum extent permitted under the Act in effect from time to time, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys' fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership, the General Partner or any of the Partnership's Subsidiaries in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise.

Exhibit 10.1

(b) The indemnification provided by this Section 6.03 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(c) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(d) For purposes of this Section 6.03, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.03; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(e) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.03 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 6.03 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

6.04 Liability of the General Partner .

(a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b) The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its shareholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without

Exhibit 10.1

limitation, the tax consequences to Limited Partners or the tax consequences of same, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its shareholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its shareholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c) Subject to its obligations and duties as General Partner set forth in Section 6.01 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e) Any amendment, modification or repeal of this Section 6.04 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner's liability to the Partnership and the Limited Partners under this Section 6.04 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.05 Reimbursement of General Partner .

(a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all REIT Expenses and Administrative Expenses.

6.06 Outside Activities . Subject to Section 6.08 hereof, the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a

Exhibit 10.1

Subsidiary, any officer, director, employee, agent, trustee, Affiliate or shareholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

6.07 Employment or Retention of Affiliates .

(a) Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefore which the General Partner determines to be fair and reasonable.

(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement and applicable law.

(d) as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

6.08 General Partner Participation . The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of timberland, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

6.09 Title to Partnership Assets . Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity,

Exhibit 10.1

and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

6.10 Miscellaneous . In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner's Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.

ARTICLE VII
CHANGES IN GENERAL PARTNER

7.01 Transfer of the General Partner's Partnership Interest .

(a) Despite anything contained in this Agreement to the contrary, the General Partner shall be permitted to pledge, hypothecate or otherwise assign as collateral any or all of its General Partnership Interest (collectively, the “Pledged General Partnership Collateral”), no matter how characterized, in the Partnership, including, without limitation, all economic control (including, without limitation, voting and management), and status rights, privileges and powers as General Partner, all other rights, privileges and powers vested in the General Partner under this Agreement and all rights, privileges and powers with regard to the General Partnership Interest of the General Partner, and all certificates evidencing or documenting the same, to any Lender, and any transfer of such Pledged General Partnership Collateral pursuant to any such Lender’s exercise of remedies in connection with any such pledge, hypothecation or other assignment as collateral shall be permitted under this Agreement with no further action or approval required hereunder.

(b) Notwithstanding anything contained in this Agreement to the contrary, upon a default under financing giving rise to any pledge, hypothecation or other assignment as collateral of the Pledged General Partnership Collateral,

(i) any Lender thereunder shall have the right, as set forth in the applicable Loan Document, and without further approval of the Partners and without becoming a

Exhibit 10.1

Partner of the Partnership, as applicable, to exercise the General Partner’s voting and other consensual rights, as well as any other rights, privileges and powers vested in the General Partner under this Agreement; and

(ii) without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with the applicable pledge, hypothecation or other assignment as collateral in the form of a sale or other disposition or other transfer of the Pledged General Partnership Collateral, (i) the purchaser or other transferee shall become a General Partner under this Agreement and shall succeed to all of the Pledged General Partnership Collateral and shall be bound by all of the obligations of a General Partner under this Agreement without taking any further action on the part of such transferee or any other person, and (ii) following such exercise of remedies, the General Partner (as the holder of the pledged General Partnership Interest) shall cease to be a General Partner and shall have no further right, privileges or powers under this Agreement.

(c) The approval of this Agreement by the General Partner shall constitute any necessary approval under the Act to the foregoing provisions of this Section 7.01. This Section 7.01 may not be amended or otherwise modified so long as the General Partnership Interest of the General Partner is subject to a pledge, hypothecation or other assignment as collateral to any Lender, without the prior written consent of any such Lender (or such transferee of such Lender). Each recipient of a pledge, hypothecation or other assignment as collateral of all or any portion of the General Partner’s Pledged General Partnership Collateral shall be a third-party beneficiary of the provisions of this Section 7.01.


7.02	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.

Subject to the rights of any Lender, under any Loan Document:

(a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.03(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.02(b) hereof.

(b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.03(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.03 hereof and any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage Interests. If the Limited Partners elect to continue the business of the

Exhibit 10.1

Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.03 Removal of a General Partner .

Subject to the rights of any Lender under any Loan Document:

(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

(b) If a General Partner has been removed pursuant to this Section 7.03 and the Partnership is continued pursuant to Section 7.02 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.02(b) hereof and otherwise admitted to the Partnership in accordance with the terms hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority of the Percentage Interests within 10 days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value.

(c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.03(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be

Exhibit 10.1

entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.03(b).

(d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.03.

ARTICLE VIII
RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

8.01 Management of the Partnership . The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

8.02 Power of Attorney . Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

8.03 Limitation on Liability of Limited Partners . No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.04 Ownership by Limited Partner of Corporate General Partner or Affiliate . No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

8.05 Redemption Right .

(a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), and 8.05(e) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Common Units held by them, each Limited Partner, other than the General Partner, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption

Exhibit 10.1

Date all or a portion of the Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner requesting redemption (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Common Units or, if such Limited Partner holds less than 1,000 Common Units, all of the Common Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date.

(b) Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or, if the REIT Shares are Listed, the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Partnership Units offered for exchange by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units; provided, however, that the General Partner shall elect to pay the Redeeming Partner the REIT Shares Amount if any Loan Document would prevent the Partnership and the General Partner from paying the Cash Amount. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the General Partner of such Notice of Redemption. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.05(b), the General Partner shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner's Partnership Units to the General Partner, as the case may be. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right.

(c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the REIT Shares are Listed and delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner

Exhibit 10.1

pursuant to Section 8.05(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Aggregate Share Ownership Limit and the Common Share Ownership Limit and calculated in accordance therewith, except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner's, the Partnership's, or a Subsidiary Partnership's, real property, within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.05(c)(1); provided, however, that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount.

(d) Any Cash Amount to be paid to an Redeeming Partner pursuant to this Section 8.05 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible.

(e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid the Partnership being treated as a “publicly traded partnership” under section 7704 of the Code.

(f) Holders of LTIP Units shall not be entitled to the Redemption Rights provided for in this Section 8.05, unless and until such LTIP Units have been converted into Common Units. Notwithstanding the foregoing, and except as otherwise permitted by the Vesting Agreement or any award document, plan or other agreement pursuant to which an LTIP Unit was issued, without the consent of the General Partner, the Redemption Rights shall not be exercisable with respect to any Common Unit issued upon conversion of an LTIP Unit until two years after the date on which the LTIP Unit was issued; provided however, that the foregoing restriction shall not apply if the Redemption Right is exercised by an LTIP Unit holder in connection with a transaction that falls within the definition of a “Change in Control” under the plan or any agreement or agreements pursuant to which the LTIP Units were issued to such holder, or in connection with a mandatory conversion in connection with a Capital Transaction as described in Section 4.02(c)(xiii).

Exhibit 10.1

ARTICLE IX
TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

9.01 Purchase for Investment .

(a) Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of such Limited Partner's Partnership Interests is made as a principal for such Limited Partner's account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b) Each Limited Partner agrees that such Limited Partner will not sell, assign or otherwise transfer such Limited Partner's Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.01(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.02 Restrictions on Transfer of Limited Partnership Interests .

(a) Subject to the provisions of Sections 9.02(b), (c) and (d) and Section 9.08, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 or 9.08 below) of all of his Partnership Units pursuant to this Article IX or pursuant to an exchange of all of his Partnership Units pursuant to Section 8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.

(c) Subject to Sections 9.02(d), (e) and (f) and 9.08 below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of his Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer

Exhibit 10.1

would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e) Notwithstanding anything to the contrary herein (but subject to Section 9.08), no Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, or (iv) such transfer would violate any term of any Loan Document.

(f) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(g) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.03 Admission of Substitute Limited Partner .

(a) Subject to the other provisions of this Article IX, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only upon the satisfactory completion of the following:

(i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement, including, without limitation, Section 4.02(c)(ix)(D), by executing a counterpart or an amendment thereof, including a revised Exhibit A , and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii) To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.01(a) hereof and the agreement set forth in Section 9.01(b) hereof

(iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership

Exhibit 10.1

of the assignee's authority to become a Limited Partner under the terms and provisions of this Agreement.

(v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.02 hereof.

(vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii) The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner's sole and absolute discretion.

(b) For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.03(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article IX to the admission of such Person as a Limited Partner of the Partnership.

9.04 Rights of Assignees of Partnership Interests .

(a) Subject to the provisions of Sections 9.01 and 9.02 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b) Any Person who is the assignee of all or any portion of a Limited Partner's Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

9.05 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner . Subject to the rights of any Lender under any Loan Document, the occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited

Exhibit 10.1

Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.06 Joint Ownership of Interests . A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

9.07 Transfer of Limited Partnership Interests of CatchMark LP Holder, LLC.

(a) Despite anything contained in this Agreement to the contrary, CatchMark LP Holder, LLC shall be permitted to pledge, hypothecate or otherwise assign as collateral any or all of its Partnership Interest (collectively, the “Pledged Limited Partnership Collateral”), no matter how characterized, in the Partnership, including, without limitation, all economic control (including, without limitation, voting and management), and status rights, privileges and powers as a Limited Partner, all other rights, privileges and powers vested in CatchMark LP Holder, LLC under this Agreement and all rights, privileges and powers with regard to the Partnership Interest of CatchMark LP Holder, LLC, and all certificates evidencing or documenting the same, to any Lender, and any transfer of such Pledged Limited Partnership Collateral pursuant to any such Lender’s exercise of remedies in connection with any such pledge, hypothecation or other assignment as collateral shall be permitted under this Agreement with no further action or approval required hereunder.

(i) any Lender thereunder shall have the right, as set forth in the applicable Loan Document, and without further approval of the Partners and without becoming a Limited Partner of the Partnership, as applicable, to exercise CatchMark LP Holder, LLC’s voting and other consensual rights, as well as any other rights, privileges and powers vested in CatchMark LP Holder, LLC under this Agreement; and

(ii) without complying with any other procedures set forth in this Agreement, upon the exercise of remedies in connection with the applicable pledge, hypothecation or other assignment as collateral in the form of a sale or other disposition or other transfer of the Pledged Limited Partnership Collateral, (i) the purchaser or other transferee shall become a Limited Partner under this Agreement and shall succeed to all of the Pledged Limited Partnership Collateral and shall be bound by all of the obligations of a Limited Partner under this Agreement without taking any further action on the part of such transferee or any other person, and (ii) following such

Exhibit 10.1

exercise of remedies, CatchMark LP Holder, LLC (as the holder of the pledged Limited Partnership Interest) shall cease to be a Limited Partner and shall have no further right, privileges or powers under this Agreement.

(c) The approval of this Agreement by CatchMark LP Holder, LLC shall constitute any necessary approval under the Act to the foregoing provisions of this Section 9.08. This Section 9.08 may not be amended or otherwise modified so long as the Limited Partnership Interest of CatchMark LP Holder, LLC is subject to a pledge, hypothecation or other assignment as collateral to any Lender, without the prior written consent of any such Lender (or the transferee of any such Lender). Each recipient of a pledge, hypothecation or other assignment as collateral of all or any portion of CatchMark LP Holder, LLC’s Pledged Limited Partnership Collateral shall be a third-party beneficiary of the provisions of this Section 9.08.

ARTICLE X
BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.01 Books and Records . At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership's specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership's federal, state and local income tax returns and reports, (d) copies of the Agreement and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.02 Custody of Partnership Funds; Bank Accounts .

(a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers' acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.02(b).

10.03 Fiscal and Taxable Year . The fiscal and taxable year of the Partnership shall be the calendar year.

10.04 Annual Tax Information and Report . Within 75 days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner's individual tax returns as shall be reasonably required by law.

Exhibit 10.1

10.05 Partnership Representative; Tax Elections; Special Basis Adjustments .

(a) The General Partner shall act as, or appoint, the “Partnership Representative” of the Partnership within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and any comparable provisions of state or local law. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code. The Partnership Representative shall have the right to retain professional assistance in respect of any tax audit of the Partnership, and all out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses. The taking of any action and the incurring of any expense by the Partnership Representative in its capacity as such, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative, and the provisions relating to indemnification of the General Partner set forth in Section 6.03 shall be fully applicable to the Partnership Representative in its capacity as such,

(b) All elections permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made or not made by the General Partner in its sole and absolute discretion.

(c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

(d) To the extent provided for in Treasury Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor under which the fair market value of any Partnership Interests issued after the effective date of such Treasury Regulations (or other guidance) will be treated as equal to the liquidation value of such Partnership Interests (i.e., a value equal to the total amount that would be distributed with respect to such interests if the Partnership sold all of its assets for their fair market value immediately after the issuance of such Partnership Interests, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceed the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Agreement). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agrees to comply with all safe harbor requirements with respect to transfers of such Partnership Interests while the safe harbor election remains effective.

10.06 Reports to Limited Partners .

(a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner

Exhibit 10.1

a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

(b) Any Partner shall further have the right to a private audit of the books and records of the Partnership, provided such audit is made for Partnership purposes, at the expense of the Partner desiring it and is made during normal business hours.

ARTICLE XI
AMENDMENT OF AGREEMENT; MERGER

The General Partner's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partner, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act); provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

(a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.05(d) hereof) in a manner adverse to the Limited Partner;

(b) any amendment that would adversely affect the rights of the Limited Partner to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;

(c) any amendment that would alter the Partnership's allocations of Profit and Loss to the Limited Partner, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof; or

(d) any amendment that would impose on the Limited Partner any obligation to make additional Capital Contributions to the Partnership.

Exhibit 10.1

ARTICLE XII
GENERAL PROVISIONS

12.01 Notices . All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.02 Survival of Rights . Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

12.03 Additional Documents . Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.04 Severability . If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.05 Entire Agreement . This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.06 Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

12.07 Headings . The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

12.08 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

12.09 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

/Signatures appear on following page/

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Second Amended and Restated Agreement of Limited Partnership, as of the 31 ^st day of October, 2018.

GENERAL PARTNER:

CATCHMARK TIMBER TRUST, INC.

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and Chief Financial Officer

LIMITED PARTNER:

CATCHMARK LP HOLDER, LLC

By: CATCHMARK TIMBER TRUST, INC., its sole member

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and Chief Financial Officer

Exhibit 10.1

EXHIBIT A

PARTNERSHIP UNITS

October 31, 2018



Partner	Capital Contribution		Common Units	LTIP Units	Percentage Interest

GENERAL PARTNER CatchMark Timber Trust, Inc. 5 Concourse Parkway Suite 2325 Atlanta, Georgia 30328	$	751,314,835	49,026,621	0	99.9996%

LIMITED PARTNER CatchMark LP Holder, LLC 5 Concourse Parkway Suite 2325 Atlanta, GA 30328		$ 2,000	200	0	0.0004%

TOTAL	$	751,314,835	49,026,821		100.00000%

LEGAL02/38323940v2

Exhibit 10.1

EXHIBIT B

FORM OF CERTIFICATE OF OWNERSHIP OF PARTNERSHIP INTEREST



	Cert. No.	[__]

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

Formed under the Delaware Revised Uniform Limited Partnership Act

Partnership Interest

This Certifies that ______________________ is the owner of [#] Common Units in CatchMark Timber Operating Partnership, L.P. (the “Partnership”), transferable only on the records of the Partnership by the holder hereof, in person or by a duly authorized attorney-in-fact, upon surrender of this Certificate properly endorsed or assigned.

This Certificate and the Common Units represented hereby are issued and shall be held subject to all of the provisions of the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as amended (the “Agreement”), and the Delaware Revised Uniform Limited Partnership Act as set forth in the Agreement and such Act, to all of which the holder of this Certificate, by acceptance hereof, assents.

In Witness Whereof , the undersigned has executed this certificate on behalf of the Partnership as of the ___ day of __________, _____.



	CATCHMARK TIMBER TRUST, INC. Its General Partner
	By:
		Brian M. Davis
		Senior Vice President and Chief Financial Officer

LEGAL02/38323940v2

Exhibit 10.1

THE PARTNERSHIP INTEREST EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER HEREOF BY THE PARTNERSHIP FOR ANY PURPOSE, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH PARTNERSHIP INTEREST SHALL THEN BE IN EFFECT OR UNLESS THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION WITH RESPECT TO ANY PROPOSED TRANSFER OR DISPOSITION OF SUCH PARTNERSHIP INTEREST SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL FOR THE PARTNERSHIP AND (2) SUCH TRANSFER IS IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT.

PARTNERSHIP INTEREST POWER OF ATTORNEY

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to _______________, a ___________________________, [#] Common Units in CatchMark Timber Operating Partnership, L.P. (the “Partnership”) represented by this Certificate Number __, standing in the undersigned’s name on the records of the Partnership, and hereby irrevocably constitutes and appoints ____________________ as attorney-in-fact to transfer said Common Units on the records of the Partnership, with full power of substitution in the premises.



		[_____________________________________]
Dated:	, 20	By:	____________________________________
			[Name]
			[Title]

LEGAL02/38323940v2

Exhibit 10.1

EXHIBIT C

NOTICE OF EXERCISE OF REDEMPTION RIGHT

In accordance with Section 8.05 of the Second Amended and Restated Agreement of Limited Partnership (the “Agreement”) of CatchMark Timber Operating Partnership, L.P., the undersigned hereby irrevocably (i) presents for redemption Partnership Units in Wells Timberland Operating Partnership, L.P. in accordance with the terms of the Agreement and the Redemption Right referred to in Section 8.05 thereof, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

Dated:

Name of Limited Partner:

(Signature of Limited Partner)

(Mailing Address)

(City) (State) (Zip Code)

Signature Guaranteed by:

If REIT Shares are to be issued, issue to:

Please insert Social Security or identifying number: Name:

LEGAL02/38323940v2

Exhibit 10.1

EXHIBIT D-1

NOTICE OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON UNITS

The undersigned holder of LTIP Units hereby irrevocably elects to convert the number of Vested LTIP Units in CatchMark Timber Operating Partnership, L.P. (the “Partnership”) set forth below into Common Units in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units, free and clear of the rights or interests of any other Person other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Name of Holder:

(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Conversion Date:

(Signature of Holder: Sign Exact Name as Registered with Partnership)

(Street Address)

(City)(State)(Zip Code)

LEGAL02/38323940v2

Exhibit 10.1

EXHIBIT D-2

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF

LTIP UNITS INTO COMMON UNITS

CatchMark Timber Operating Partnership, L.P., (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended.

Name of Holder:

(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:

Conversion Date:

Exhibit 10.3

AMENDMENT TO THE

AMENDED AND RESTATED

CATCHMARK TIMBER TRUST, INC.

2005 LONG-TERM INCENTIVE PLAN

This Amendment (“ Amendment ”) to the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (the “ Plan ”), has been adopted by the Compensation Committee of the Board of Directors of CatchMark Timber Trust, Inc. (the “ Company ”), to be effective as of January 19, 2018.

1. The Plan is hereby amended by deleting subsection Section 5.2(c) in its entirety and replacing it with the following:

“(c) Shares withheld from an Award to satisfy tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan, but Shares delivered by a Participant (by either actual delivery or attestation) to satisfy tax withholding requirements shall not be added back to the number of Shares available for issuance under the Plan; provided , however , that with respect to Restricted Stock Awards or any other Award pursuant to which Shares are actually issued to the Participant on the Grant Date, only the Shares withheld from an Award to satisfy minimum tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan.”

2. The Plan is hereby amended by deleting Section 17.3 in its entirety and replacing it with the following:

“17.3. WITHHOLDING . The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification), in accordance with such procedures as the Committee establishes.”

3. Except as expressly amended hereby, the terms of the Plan shall be and remain unchanged and the Plan as amended hereby shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on the day and year first above written.

CATCHMARK TIMBER TRUST, INC.

By: Brian M. Davis

Authorized Officer

Exhibit 10.5

SCHEDULE I

DIRECTOR COMPENSATION SCHEDULE

August 2, 2018

The following shall remain in effect until changed by the Board:



Base Cash Retainer
All Independent Directors (other than a member of the Audit Committee)		$50,000
Members of the Audit Committee		$56,000
Annual Stock Retainer (FMV) ⁽¹⁾
All Independent Directors		$70,000
Supplemental Cash Retainers ⁽²⁾
Non-Executive Chair		$50,000
Audit Committee Chair		$12,500
Compensation Committee Chair		$10,000
Nominating and Corporate Governance Committee Chair		$10,000
Finance and Investment Committee Chair		$10,000

Independent Directors will not receive any fees for attendance at meetings of the Board of Directors or committees thereof.

⁽¹⁾ Effective for the service year ending at the 2019 annual meeting.

⁽²⁾ Effective August 2, 2018

Exhibit 10.10

F O R M O F T I M E – B A S E D

R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

____________________

(“ Grantee ”)

by CatchMark Timber Trust, Inc. (the “ Company ”) of _____ shares of its Class A common stock, $0.01 par value (the “ Shares ”) pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “ Plan ”) and to the terms and conditions set forth in this award certificate (this “ Certificate ”).

By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

IN WITNESS WHEREOF, CatchMark Timber Trust, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER TRUST, INC. By: Its:	Grant Date: _____________, _________

Exhibit 10.10

TERMS AND CONDITIONS

1. Restrictions . The Shares are subject to each of the following restrictions. “ Restricted Shares ” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered to or in favor of any party, or be subjected to any lien, obligation or liability of Grantee to any other party. If Grantee’s employment with the Company is terminated for any reason other than as set forth in subsection (d) of Section 2 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 1 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Shares.

2. Vesting and Termination of Restrictions . The Restricted Shares shall vest (become non-forfeitable) and the restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “ Restricted Period ”):


(a)	as to ____% of the Restricted Shares on ______________, provided Grantee has continued in the employment of the Company or any of its Affiliates through such date;


(b)	as to ____% of the Restricted Shares on _____________, provided Grantee has continued in the employment of the Company or any of its Affiliates through such date;


(c)	as to 100% of the Restricted Shares on the occurrence of a Change in Control, provided Grantee has continued in the employment of the Company or any of its Affiliates through such date; and


(d)	as to 100% of the Restricted Shares on upon termination of Grantee’s employment by the Company without Cause or by Grantee for Good Reason [(as such terms are defined in Grantee’s Employment Agreement with the Company, dated as of October 30, 2013)].

[“Good Reason” means any of the following, without Grantee’s written consent: (i) a material diminution in Grantee’s base salary; (ii) a material diminution in Grantee’s authority, duties, or responsibilities; or (iii) the relocation of the Company’s principal office to a location that is more than fifty (50) miles from the location of the Company’s principal office on the Grant Date.]

3. Delivery of Shares . The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. Any certificate for the Restricted Shares issued during the Restricted Period shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and CatchMark Timber Trust, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of CatchMark Timber Trust, Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any Exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

4. Voting Rights . Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.

5. Dividend Rights . Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the

Exhibit 10.10

Company for the account of Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 1 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such expiration).

6. Payment of Taxes . Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code (an “ 83(b) Election ”). To effect such 83(b) Election, Grantee may file an appropriate election with Internal Revenue Service within 30 days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. The Company or an employing Affiliate has the authority and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant or vesting of the Shares. If Grantee does not make an 83(b) election, and to the extent not prohibited by applicable laws or regulations, the withholding requirement may be satisfied, in whole or in part, by withholding from the award Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes, all in accordance with such procedures as the Secretary establishes. If Grantee makes an 83(b) election, and to the extent not prohibited by applicable laws or regulations, the withholding requirement may be satisfied, in whole or in part, by deducting any such taxes from any payment of any kind otherwise due to Grantee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

7. No Right of Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

8. Severability . If any one or more of the provisions contained in this Certificate are invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

9. Clawback . The Shares shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

10. Plan Controls . The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

11. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

12. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

Exhibit 10.11

F O R M O F T I M E – B A S E D

L T I P U N I T A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

____________________

(“ Grantee ”)

by CatchMark Timber Operating Partnership, L.P. (the “ Company ”) of _____ Unvested LTIP Units (the “ LTIP Units ”) (as defined in the LP Agreement) pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. LTI Program Plan (the “ LTIP ”), which operates as a sub-plan of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “ Equity Incentive Plan ”) and to the terms and conditions set forth in this award certificate (this “ Certificate ”).

By accepting the LTIP Units, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate, the LP Agreement, the LTIP and the Equity Incentive Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the LTIP and the Equity Incentive Plan. In addition, certain terms are defined in Section 15 hereof.

IN WITNESS WHEREOF, CatchMark Timber Operating Partnership, L.P., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. By: Its:	Grant Date: _____________, ________

Exhibit 10.11

TERMS AND CONDITIONS

1. Nature of Award . Subject to the terms of the LP Agreement, the LTIP, the Equity Incentive Plan and this Certificate, the profits interests granted hereby represent Unvested LTIP Units in the Company issued in the Grantee’s name as of the Grant Date. By accepting this Certificate, Grantee hereby acknowledges and agrees that he or she is bound by the terms and conditions of the LTIP, the Equity Incentive Plan and the LP Agreement (including certain rights and obligations with respect to the LTIP Units granted hereunder).

2. Conversion to Vested LTIP Units . Except as otherwise provided herein:


(a)	_____% of the Unvested LTIP Units will become Vested LTIP Units (on a one-for-one basis) on _______________, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through such date;


(b)	____% of the Unvested LTIP Units will become Vested LTIP Units (on a one-for-one basis) on _________________, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through such date;


(c)	____% of the Unvested LTIP Units will become Vested LTIP Units (on a one-for-one basis) on ____________________, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through such date;


(d)	100% of the Unvested LTIP Units will become Vested LTIP Units (on a one-for-one basis) on the occurrence of a Change in Control, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through the CIC Date; and


(e)	100% of the Unvested LTIP Units will become Vested LTIP Units (on a one-for-one basis) on the termination of Grantee’s employment by reason of a Qualifying Termination.

If Grantee’s employment is terminated for any reason other than a Qualifying Termination, all of the Unvested LTIP Units shall be forfeited and reconveyed to the Company on the date of such termination of employment without further consideration or any act or action by Grantee.

3. Distribution Equivalent Rights (“DERs”) . The Company shall establish, with respect to each LTIP Unit, a separate bookkeeping account for such LTIP Unit (a “DER Account”), which shall be credited (without interest) with an amount equal to any cash distributions made by the Company with respect to a Common Unit during the period beginning on the Grant Date and ending on the date, if any, that the Unvested LTIP Unit becomes a Vested LTIP Unit. Upon the LTIP Unit becoming a Vested LTIP Unit, the DER Account with respect to such Vested LTIP Unit shall also become vested. Similarly, upon the forfeiture of an LTIP Unit, the DER Account with respect to such forfeited LTIP Unit shall also be forfeited. As soon as reasonably practical, but not later than thirty (30) days, following the date that an LTIP Unit becomes a Vested LTIP Unit, the Company shall cause to be paid to Grantee an amount of cash equal to the amount then credited to the DER Account maintained with respect to such Vested LTIP Unit.

4. Section 83(b) Election . As a condition to the issuance of the LTIP Units, Grantee shall make an election under Section 83(b) of the Code within 30 days after the Grant Date and shall promptly provide written evidence of any such election to the Company. The Grantee acknowledges and agrees that neither the Company nor any of its Affiliates shall bear any responsibility or liability for any adverse tax consequences to the Grantee relating to Section 83 of the Code or to the making of (or any failure to make) an election pursuant to Section 83(b) of the Code with respect to the LTIP Units. A form of 83(b) election is attached hereto as Exhibit A .

5. Withholding . The Company or any employer Affiliate has the authority and the right to deduct or withhold from any payment related to the LTIP Units due Grantee, or from any payroll or other payment due Grantee, any federal, state, local, or foreign taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant, vesting, repurchase or other taxable event relating to the LTIP Units (including with respect to cash payments related to DERs).

Exhibit 10.11

6. Restrictions on Transfer and Pledge . Except as provided in the LP Agreement, Grantee may not, directly or indirectly, Transfer any portion of the LTIP Units or the DER Account. Any purported Transfer in violation of this Certificate or the LP Agreement shall be null ab initio and of no force and effect, and the Company shall not recognize any such Transfer or accord to any purported transferee any rights with respect to the LTIP Units or DER Account or any rights as a holder of a Partnership Interest. Notwithstanding the LP Agreement, no right or interest of Grantee in any Unvested LTIP Units or DER Account may be Transferred to or in favor of any party other than the Company or an Affiliate of the Company, without the prior consent of the Committee.

7. No Right of Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the General Partner, the Company or any other Affiliate of the Company to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue to provide services to, the General Partner, the Company or any other Affiliate of the Company.

9. Clawback . The LTIP Units shall be subject to any compensation recoupment policy of the General Partner that is applicable by its terms to Grantee and to awards of this type.

10. Plan Controls . The terms contained in the LTIP and the Equity Incentive Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the LTIP and the Equity Incentive Plan. In the event of any actual or alleged conflict between the provisions of the LTIP and the Equity Incentive Plan and the provisions of this Certificate, the provisions of the LTIP and the Equity Incentive Plan shall be controlling and determinative.

11. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate, the LTIP and the Equity Incentive Plan.

12. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Operating Partnership, L.P., c/o CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

13. Joinder Agreement . As a condition to the issuance of the LTIP Units, within 30 days after the Grant Date, the Grantee shall enter into and execute a joinder to the LP Agreement in the form attached hereto as Exhibit B .

14. Legal Limitations or Restrictions . As a condition to the issuance of the LTIP Units hereunder, Grantee acknowledges and agrees that the LTIP Units and related DER Account shall be subject to any contractual or legal limitations or restrictions imposed on the Company (including under any credit or similar agreement).

15. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the LTIP and the Equity Incentive Plan. In addition, and notwithstanding any contrary definition in the LTIP or the Equity Incentive Plan, for purposes of this Agreement:


(a)	“ Affiliate ” shall have the meaning set forth in the LP Agreement.


(b)	“ CIC Date ” means the effective date of a Change in Control.


(c)	“ Employment Agreement ” means Grantee’s Employment Agreement with the General Partner, dated as of October 30, 2013.


(d)	“ General Partner ” or “ GP ” means CatchMark Timber Trust, Inc.

Exhibit 10.11


(e)	“ Grant Date ” means ____________, ________.


(f)	“ Qualifying Termination ” means Grantee’s termination of employment (i) by reason of Grantee’s death or Disability, (ii) by the General Partner without Cause (as defined in the Employment Agreement) or (iii) by Grantee for Good Reason (as defined in the Employment Agreement).


(g)	“ Transfer ” shall have the meaning set forth in the LP Agreement.


(h)	“ Vested LTIP Units ” shall have the meaning set forth in the LP Agreement.

Exhibit 10.11

EXHIBIT A

ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below:


1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

Taxpayer’s Name:

Taxpayer’s Address:

Taxpayer’s Social Security Number:

Taxable Year: Calendar Year _____


2.	The property with respect to which the election is made is described as follows: LTIP Units issued by CatchMark Timber Operating Partnership, L.P. (the “Company”).


3.	The date on which the property was transferred is: ___________, _______.


4.	The property is subject to the following restrictions:

The LTIP Units may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.


5.	The fair market value of the property at the time of transfer (determined without regard to any restriction other than restrictions which by their terms will never lapse) was: $_____ per unit ($_____ in the aggregate).


6.	The amount (if any) the taxpayer paid for such property was: $____0 per unit.


7.	The amount to include in gross income of the taxpayer is: $____.

The undersigned has submitted a copy of this statement to the Company, which is the entity for which the services were performed in connection with the undersigned’s receipt of the above-described property. The taxpayer is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:

[Taxpayer]

Exhibit 10.11

_________, ________

Certified Mail Receipt No: ____________________________

Internal Revenue Service Center

[Address]

Re: Section 83(b) Election

Dear Sir or Madam:

Please find enclosed an election and statement made pursuant to the provisions of Section 83(b) of the Internal Revenue Code and applicable Treasury Regulations. Please process this in your usual manner.

Sincerely,

__________________________

cc: CatchMark Timber Operating Partnership, L.P.

Exhibit 10.11

EXHIBIT B

JOINDER AGREEMENT

TO LP AGREEMENT

THIS JOINDER AGREEMENT TO LP AGREEMENT (this “ Joinder Agreement ”) is executed and delivered this ____ day of _________, _______ by the undersigned. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber Operating Partnership, L.P. (the “ LP Agreement ”).

WHEREAS, the undersigned shall receive a grant of LTIP Units; and

WHEREAS, in connection with the grant of such LTIP Units, the undersigned must enter into the LP Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

The undersigned hereby acknowledges and agrees with the Company that, effective as of the date of this Joinder Agreement, he/she shall become a LTIP Unit Limited Partner and acknowledges receipt of, and agrees to be bound the terms and conditions of, the LP Agreement, as if a signatory thereto.

IN WITNESS WHEREOF, the parties have executed this Joinder Agreement on the day and year first set forth above.

[NAME]

Accepted:

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

By:

Name:

Title:

Exhibit 10.12

F O R M O F P E R F O R M A N C E – B A S E D

R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

____________________

(“ Grantee ”)

by CatchMark Timber Trust, Inc. (the “ Company ”) of shares of its Class A common stock, $0.01 par value (the “ Shares ”) pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “ Plan ”) and to the terms and conditions set forth in this award certificate (this “ Certificate ”).

The number of Shares subject to this award is _____ (the “ Target Award ”). Depending on the Company’s level of attainment of specified performance goals, Grantee may earn 0% to 100% of the Target Award, in accordance with the performance metrics described on Exhibit A hereto and the terms of this Certificate.

IN WITNESS WHEREOF, CatchMark Timber Trust, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER TRUST, INC. By: Its:	Grant Date: _____________, __________

Exhibit 10.12

TERMS AND CONDITIONS

1. Restrictions . The Shares are subject to each of the following restrictions. “ Restricted Shares ” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered to or in favor of any party, or be subjected to any lien, obligation or liability of Grantee to any other party. If Grantee’s employment with the Company is terminated for any reason other than as set forth in subsections (d) and (e) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 1 shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Shares.

2. Shares Earned . The Restricted Shares will be earned in whole, in part, or not at all, as provided on Exhibit A attached hereto. Any Restricted Shares that fail to be earned in accordance with Exhibit A attached hereto will be forfeited and reconveyed to the Company on the Determination Date without further consideration or any act or action by Grantee.

3. Vesting and Termination of Restrictions . Restricted Shares shall vest (become non-forfeitable) and the restrictions imposed under Section 1 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “ Restricted Period ”):


(a)	as to 50% of the Earned Award on the Determination Date, provided Grantee has continued in the employment of the Company or any of its Affiliates through such date;


(b)	as to 50% of the Earned Award on the first anniversary of the Determination Date, provided Grantee has continued in the employment of the Company or any of its Affiliates through such date;


(c)	as to 100% of the Earned Award on the occurrence of a Change in Control, provided Grantee has continued in the employment of the Company or any of its Affiliates through the CIC Date;


(d)	as to 100% of the Earned Award on the termination of Grantee’s employment by reason of a Qualifying Termination occurring on or after the Determination Date; and

(e)

as to a pro rata portion of the Earned Award on the Determination Date in the event of a termination of Grantee’s employment by reason of a Qualifying Termination occurring prior to the Determination Date (with such pro rata portion determined by multiplying the Earned Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to the Qualifying Termination, and the denominator shall be 36).

4. Delivery of Shares . The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. Any certificate for the Restricted Shares issued during the Restricted Period shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and CatchMark Timber Trust, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of CatchMark Timber Trust, Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any Exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

Exhibit 10.12

5. Voting Rights . Grantee, as beneficial owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.

6. Dividend Rights . Grantee shall accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 1 as the Restricted Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such expiration).

7. Payment of Taxes . Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code (an “ 83(b) Election ”). To effect such 83(b) Election, Grantee may file an appropriate election with Internal Revenue Service within 30 days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. The Company or an employing Affiliate has the authority and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant or vesting of the Shares. If Grantee does not make an 83(b) election, and to the extent not prohibited by applicable laws or regulations, the withholding requirement may be satisfied, in whole or in part, by withholding from the award Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes, all in accordance with such procedures as the Secretary establishes. If Grantee makes an 83(b) election, and to the extent not prohibited by applicable laws or regulations, the withholding requirement may be satisfied, in whole or in part, by deducting any such taxes from any payment of any kind otherwise due to Grantee. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

8. No Right of Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.

9. Severability . If any one or more of the provisions contained in this Certificate are invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

10. Clawback . The Shares shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

11. Plan Controls . The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

12. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.

13. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

Exhibit 10.12

14. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:


(a)	“[___________] Peer Group ” is defined on Exhibit A hereto.


(b)	“[___________] Peer Group Performance Factor ” is defined on Exhibit A hereto.


(c)	“[___________] Peer Group Median TSR” is defined on Exhibit A hereto.


(d)	“ CIC Date ” means the effective date of a Change in Control.


(e)	“[___________] Peer Group ” is defined on Exhibit A hereto.


(f)	“[___________] Peer Group Performance Factor ” is defined on Exhibit A hereto.


(g)	“[___________] Peer Group Median TSR” is defined on Exhibit A hereto.


(h)	“ Determination Date ” means the date of the Committee’s certification of achievement of the Performance Objective, determination of the Performance Factors and approval of the Earned Award, which shall be any date between January 1, _______ and March 15, _______ or, if earlier, the CIC Date.


(i)	“ Earned Award ” means the sum of (i) (the Target Award multiplied by ____ multiplied by the [_____________________ ] Peer Group Performance Factor) and (ii) the Target Award multiplied by ____ multiplied by the [_____________________ ] Peer Group Performance Factor) (rounded down to the nearest whole share), as determined by the Committee on the Determination Date.


(a)	[“ Employment Agreement ” means Grantee’s Employment Agreement with the Company, dated as of October 30, 2013.]


(j)	“ Grant Date ” means ____________, _________.


(k)	“ Performance Factor ” means the “[_____________________ ] Peer Group Performance Factor ” is defined on Exhibit A hereto.


(l)	Peer Group Performance Factor and the “[_____________________ ] Peer Group ” is defined on Exhibit A hereto.


(m)	“ Performance Objectives ” are the performance objectives described on Exhibit A hereto, that must be achieved in order for any Shares to be earned by Grantee pursuant to this Agreement.


(n)	“ Performance Period ” means the period beginning January 1, _____ and ending on the earlier of the CIC Date or December 31, ______.


(o)	“ Qualifying Termination ” means Grantee’s termination of employment (i) by reason of Grantee’s death or Disability, (ii) by the Company without Cause [(as defined in the Employment Agreement)] or (iii) by Grantee for Good Reason [(as defined in the Employment Agreement)].


(p)	“ Target Award ” means the number of Shares granted pursuant to this Agreement, as indicated on the cover page hereof.

(q)

“ Total Shareholder Return” or “TSR ” with respect to a corporation means (i) increase in stock price over a designated period plus reinvested dividends, divided by (ii) stock price at the beginning of the period. TSR for the Company and for each company in the [______________] Peer Group and the [_______________] Peer Group shall be calculated using the closing stock price on the first day of

Exhibit 10.12

the Performance Period and the average closing stock price over the twenty (20) trading days that includes and immediately precedes the last day of the Performance Period.

Exhibit 10.13

F O R M O F P E R F O R M A N C E – B A S E D

L T I P U N I T A W A R D C E R T I F I C A T E

Non-transferable

G R A N T O

____________________

(“ Grantee ”)

by CatchMark Timber Operating Partnership, L.P. (the “ Company ”) of LTIP Units (the “ LTIP Units ”) (as defined in the LP Agreement) pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. LTI Program Plan (the “ LTIP ”), which operates as a sub-plan of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “ Equity Incentive Plan ”) and to the terms and conditions set forth in this award certificate (this “ Certificate ”).

The number of LTIP Units subject to this award is _____ Unvested LTIP Units (the “ Target Award ”). Depending on the General Partner’s level of attainment of specified performance goals, Grantee may earn 0% to 100% of the Target Award, in accordance with the performance metrics described on Exhibit A hereto and the terms of this Certificate.

IN WITNESS WHEREOF, CatchMark Timber Operating Partnership, L.P., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. By: Its:	Grant Date: _____________, _______

TERMS AND CONDITIONS

2. LTIP Units Earned . The LTIP Units will be earned in whole, in part, or not at all, as provided on Exhibit A attached hereto. Any LTIP Units that fail to be earned in accordance with Exhibit A attached hereto will be forfeited and reconveyed to the Company on the Determination Date without further consideration or any act or action by Grantee.

3. Conversion to Vested LTIP Units . Except as otherwise provided herein:


(a)	50% of the Earned Award will become Vested LTIP Units (on a one-for-one basis) on the Determination Date, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through such date;


(b)	50% of the Earned Award will become Vested LTIP Units (on a one-for-one basis) on the first anniversary of the Determination Date, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through such date;


(c)	100% of the Earned Award will become Vested LTIP Units (on a one-for-one basis) on the occurrence of a Change in Control, provided Grantee has continued in the employment of the General Partner or any of its Affiliates through the CIC Date;


(d)	100% of the Earned Award will become Vested LTIP Units (on a one-for-one basis) on the termination of Grantee’s employment by reason of a Qualifying Termination occurring on or after the Determination Date; and

(e)

a pro rata portion of the Earned Award will become Vested LTIP Units (on a one-for-one basis) on the Determination Date in the event of a termination of Grantee’s employment by reason of a Qualifying Termination occurring prior to the Determination Date (with such pro rata portion determined by multiplying the Earned Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to the Qualifying Termination, and the denominator shall be 36).

4. Distribution Equivalent Rights (“DERs”) . The Company shall establish, with respect to each LTIP Unit, a separate bookkeeping account for such LTIP Unit (a “DER Account”), which shall be credited (without interest) with an amount equal to any cash distributions made by the Company with respect to a Common Unit during the period beginning on the Grant Date and ending on the date, if any, that the Unvested LTIP Unit becomes a Vested LTIP Unit. Upon the LTIP Unit becoming a Vested LTIP Unit, the DER Account with respect to such Vested LTIP Unit shall also become vested. Similarly, upon the forfeiture of an LTIP Unit, the DER Account with respect to such forfeited LTIP Unit shall also be forfeited. As soon as reasonably practical, but not later than thirty (30) days, following the date that an LTIP Unit becomes a Vested LTIP Unit, the Company shall cause to be paid to Grantee an amount of cash equal to the amount then credited to the DER Account maintained with respect to such Vested LTIP Unit.

5. Section 83(b) Election . As a condition to the issuance of the LTIP Units, Grantee shall make an election under Section 83(b) of the Code within 30 days after the Grant Date and shall promptly provide written evidence of any such election to the Company. The Grantee acknowledges and agrees that neither the Company nor any of its Affiliates shall bear any responsibility or liability for any adverse tax consequences to the Grantee relating to Section 83 of the Code or to the making of (or any failure to make) an election pursuant to Section 83(b) of the Code with respect to the LTIP Units. A form 83(b) election is attached hereto as Exhibit B .

6. Withholding . The Company or any employer Affiliate has the authority and the right to deduct or withhold from any payment related to the LTIP Units due Grantee, or from any payroll or other payment due Grantee, any federal, state, local, or foreign taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant, vesting, repurchase or other taxable event relating to the LTIP Units (including with respect to cash payments related to DERs).

7. Restrictions on Transfer and Pledge . Except as provided in the LP Agreement, Grantee may not, directly or indirectly, Transfer any portion of the LTIP Units or the DER Account. Any purported Transfer in violation of this Certificate or the LP Agreement shall be null ab initio and of no force and effect, and the Company shall not recognize any such Transfer or accord to any purported transferee any rights with respect to the LTIP Units or DER Account or any rights as a holder of a Partnership Interest. Notwithstanding the LP Agreement, no right or interest of Grantee in any Unvested LTIP Units or DER Account may be Transferred to or in favor of any party other than the Company or an Affiliate of the Company, without the prior consent of the Committee.

8. No Right of Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the General Partner, the Company or any other Affiliate of the Company to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue to provide services to, the General Partner, the Company or any other Affiliate of the Company.

10. Clawback . The LTIP Units shall be subject to any compensation recoupment policy of the General Partner that is applicable by its terms to Grantee and to awards of this type.

11. Plan Controls . The terms contained in the LTIP and the Equity Incentive Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the LTIP and the Equity Incentive Plan. In the event of any actual or alleged conflict between the provisions of the LTIP and the Equity Incentive Plan and the provisions of this Certificate, the provisions of the LTIP and the Equity Incentive Plan shall be controlling and determinative.

12. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate, the LTIP and the Equity Incentive Plan.

13. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Operating Partnership, L.P., c/o CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

14. Joinder Agreement . As a condition to the issuance of the LTIP Units, within 30 days after the Grant Date, the Grantee shall enter into and execute a joinder to the LP Agreement in the form attached hereto as Exhibit C .

15. Legal Limitations or Restrictions . As a condition to the issuance of the LTIP Units hereunder, Grantee acknowledges and agrees that the LTIP Units and related DER Account shall be subject to any contractual or legal limitations or restrictions imposed on the Company (including under any credit or similar agreement).

16. Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the LTIP and the Equity Incentive Plan. In addition, and notwithstanding any contrary definition in the LTIP or the Equity Incentive Plan, for purposes of this Agreement:


(a)	“[___________] Peer Group ” is defined on Exhibit A hereto.


(b)	“[___________] Peer Group Performance Factor ” is defined on Exhibit A hereto.


(c)	“[___________] Peer Group Median TSR” is defined on Exhibit A hereto.


(d)	“ Affiliate ” shall have the meaning set forth in the LP Agreement.


(e)	“ CIC Date ” means the effective date of a Change in Control.


(f)	“[___________] Peer Group ” is defined on Exhibit A hereto.


(g)	“[___________] Peer Group Performance Factor ” is defined on Exhibit A hereto.


(h)	“[___________] Peer Group Median TSR” is defined on Exhibit A hereto.


(i)	“ Determination Date ” means the date of the Committee’s certification of achievement of the Performance Objective, determination of the Performance Factors and approval of the Earned Award, which shall be any date between January 1, 2021 and March 15, 2021 or, if earlier, the CIC Date.


(j)	“ Earned Award ” means the sum of (i) (the Target Award multiplied by ______ multiplied by the [___________] Peer Group Performance Factor) and (ii) (the Target Award multiplied by _______ multiplied by the [___________] Peer Group Performance Factor) (rounded down to the nearest whole share), as determined by the Committee on the Determination Date.


(k)	[“ Employment Agreement ” means Grantee’s Employment Agreement with the General Partner, dated as of October 30, 2013.]


(l)	“ General Partner ” or “ GP ” means CatchMark Timber Trust, Inc.


(m)	“ Grant Date ” means ____________, _________.


(n)	“ Performance Factor ” means the [__________] Peer Group Performance Factor and the [____________] Peer Group Performance Factor.


(o)	“ Performance Objectives ” are the performance objectives described on Exhibit A hereto, that must be achieved in order for any LTIP Units to be earned by Grantee pursuant to this Agreement.


(p)	“ Performance Period ” means the period beginning January 1, _______ and ending on the earlier of the CIC Date or December 31, _______.


(q)	“ Qualifying Termination ” means Grantee’s termination of employment (i) by reason of Grantee’s death or Disability, (ii) by the General Partner without Cause [(as defined in the Employment Agreement)] or (iii) by Grantee for Good Reason [(as defined in the Employment Agreement)].


(r)	“ Target Award ” means the number of LTIP Units granted pursuant to this Agreement, as indicated on the cover page hereof.

(s)

“ Total Shareholder Return” or “TSR ” with respect to a corporation means (i) increase in stock price over a designated period plus reinvested dividends, divided by (ii) stock price at the beginning of the period. TSR for the General Partner and for each company in the [___________] Peer Group and the [___________] Peer Group shall be calculated using the closing stock price on the first day of the Performance Period and the average closing stock price over the twenty (20) trading days that includes and immediately precedes the last day of the Performance Period.


(t)	“ Transfer ” shall have the meaning set forth in the LP Agreement.


(u)	“ Vested LTIP Units ” shall have the meaning set forth in the LP Agreement.

EXHIBIT A

EXHIBIT B

ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986


1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

Taxpayer’s Name:

Taxpayer’s Address:

Taxpayer’s Social Security Number:

Taxable Year: Calendar Year _________


2.	The property with respect to which the election is made is described as follows: __________ LTIP Units issued by CatchMark Timber Operating Partnership, L.P. (the “Company”).


3.	The date on which the property was transferred is: ___________, ________.


4.	The property is subject to the following restrictions:


5.	The fair market value of the property at the time of transfer (determined without regard to any restriction other than restrictions which by their terms will never lapse) was: $_____ per unit ($______ in the aggregate).


6.	The amount (if any) the taxpayer paid for such property was: $___ per unit.


7.	The amount to include in gross income of the taxpayer is: $__.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:

[Taxpayer]

_________, ______

Certified Mail Receipt No: ____________________________

Internal Revenue Service Center

[Address]

Re: Section 83(b) Election

Dear Sir or Madam:

Sincerely,

__________________________

cc: CatchMark Timber Operating Partnership, L.P.

EXHIBIT C

JOINDER AGREEMENT

TO LP AGREEMENT

WHEREAS, the undersigned shall receive a grant of LTIP Units; and

WHEREAS, in connection with the grant of such LTIP Units, the undersigned must enter into the LP Agreement.

IN WITNESS WHEREOF, the parties have executed this Joinder Agreement on the day and year first set forth above.

[NAME]

Accepted:

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

By:

Name:

Title:

Exhibit 10.14

F O R M O F D I S T R I B U T I O N E Q U I V A L E N T

A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

____________________

(“ Grantee ”)

by CatchMark Timber Trust, Inc. (the “ Company ”) of the cash distribution equivalent rights (the “ DERs ”) described in Section 1 of the Terms and Conditions hereof, pursuant to and subject to the provisions of the CatchMark Timber Trust, Inc. 2017 Incentive Plan (the “ Equity Incentive Plan ”) and to the terms and conditions set forth in this award certificate (this “ Certificate ”).

By accepting the DERs, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Equity Incentive Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the award certificates (the “ ______ LTIP RSA Award Certificates ”) evidencing the grant of restricted shares of the Company’s Stock (the “ _____ LTIP RSAs ”) on [___________], __________ (the “ _______ LTIP RSA Grant Date ”) and the Equity Incentive Plan.

IN WITNESS WHEREOF, CatchMark Timber Trust, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER TRUST, INC. By: Its:	Grant Date: _____________, _____________

Exhibit 10.14

TERMS AND CONDITIONS

1. Distribution Equivalent Rights (“DERs”) . The Company shall establish, with respect to each ______ LTIP RSA, a separate bookkeeping account (a “ DER Account ”), which shall be credited (without interest) with an amount equal to any cash distributions made by the Company with respect to a share of Stock during the period beginning January 1, ________ and ending on the ______ LTIP RSA Grant Date (the “ DER Accrual Period ”). The DERs entitle Grantee to receive from the Company the cash payment described herein, on the date, if any, that the _____ LTIP RSA vests and becomes non-forfeitable. Upon the date that the _______ LTIP RSA becomes vested, the DER Account with respect to such vested _______ LTIP RSA shall also become vested. Similarly, upon the forfeiture of an _______ LTIP RSA, the DER Account with respect to such forfeited _______ LTIP RSA shall also be forfeited. As soon as reasonably practical, but not later than thirty (30) days, following the date that an _______ LTIP RSA becomes vested, the Company shall cause to be paid to Grantee an amount of cash equal to the amount credited to the DER Account maintained with respect to such vested _______ LTIP RSA during the DER Accrual Period.

2. Withholding . The Company or any employer Affiliate has the authority and the right to deduct or withhold from any payment related to the DER Account due Grantee, or from any payroll or other payment due Grantee, any federal, state, local, or foreign taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the DER Account.

3. Restrictions on Transfer and Pledge . Grantee may not, directly or indirectly, transfer any portion of the DER Account. Any purported transfer in violation of this Certificate shall be null ab initio and of no force and effect, and the Company shall not recognize any such transfer or accord to any purported transferee any rights with respect to the DER Account. No right or interest of Grantee in the DER Account may be transferred to or in favor of any party other than the Company or an Affiliate of the Company, without the prior consent of the Committee.

4. No Right of Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any other Affiliate of the Company to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue to provide services to, the Company or any other Affiliate of the Company.

5. Severability . If any one or more of the provisions contained in this Certificate are invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

6. Clawback . The DERs shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

7. Plan Controls . The terms contained in the Equity Incentive Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Equity Incentive Plan. In the event of any actual or alleged conflict between the provisions of the Equity Incentive Plan and the provisions of this Certificate, the provisions of the Equity Incentive Plan shall be controlling and determinative.

8. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Equity Incentive Plan.

9. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

Exhibit 10.15

F O R M O F D I S T R I B U T I O N E Q U I V A L E N T

A W A R D C E R T I F I C A T E

Non-transferable

G R A N T T O

____________________

(“ Grantee ”)

By accepting the DERs, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Equity Incentive Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the award certificates (the “ _______ LTIP Unit Award Certificates ”) evidencing the grant by CatchMark Timber Operating Partnership, L.P. (the “ Partnership ”) of LTIP Units (the “ _______ LTIP Units ”) on [___________], _________ (the “ 2_______ LTIP Unit Grant Date ”) and the Equity Incentive Plan.

IN WITNESS WHEREOF, CatchMark Timber Trust, Inc., acting by and through its duly authorized officers, has caused this Certificate to be duly executed.



CATCHMARK TIMBER TRUST, INC. By: Its:	Grant Date: _____________, ________

TERMS AND CONDITIONS

1. Distribution Equivalent Rights (“DERs”) . The Company shall establish, with respect to each ______ LTIP Unit, a separate bookkeeping account (a “ DER Account ”), which shall be credited (without interest) with an amount equal to any cash distributions made by the Partnership with respect to a Common Unit (as defined in the LP Agreement) during the period beginning January 1, __________ and ending on the _______ LTIP Unit Grant Date (the “ DER Accrual Period ”). The DERs entitle Grantee to receive from the Company the cash payment described herein, on the date, if any, that the Unvested LTIP Unit becomes a Vested LTIP Unit. Upon the LTIP Unit becoming a Vested LTIP Unit, the DER Account with respect to such Vested LTIP Unit shall also become vested. Similarly, upon the forfeiture of an LTIP Unit, the DER Account with respect to such forfeited LTIP Unit shall also be forfeited. As soon as reasonably practical, but not later than thirty (30) days, following the date that an LTIP Unit becomes a Vested LTIP Unit, the Company shall cause to be paid to Grantee an amount of cash equal to the amount credited to the DER Account maintained with respect to such Vested LTIP Unit during the DER Accrual Period.

6. Clawback . The DERs shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

8. Successors . This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Equity Incentive Plan.

9. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Operating Partnership, L.P., c/o CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

Exhibit 10.17

FIRST AMENDMENT

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Amendment ”), by and between CatchMark Timber Trust, Inc., a Maryland corporation (the “ Company ”), and Jerrold Barag (“ Executive ”), is entered into and effective as of December 31, 2018.

WHEREAS, the Company and Executive have previously entered into that certain Employment Agreement, dated as of October 30, 2013 (the “ Employment Agreement ”);

WHEREAS, pursuant to Section 18(c) of the Employment Agreement, the Employment Agreement may be amended or modified by a written agreement executed by the Company and Executive; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1. Amendment. The Employment Agreement is hereby amended as follows:

A. Section 1 of the Employment Agreement is hereby amended to provide that upon expiration of the Renewal Period on December 31, 2018, the Employment Agreement shall automatically renew for a one-year period ending December 31, 2019 (the “ 2019 Renewal Period ”). The 2019 Renewal Period shall be included in the definition of “Renewal Period” and “Term” for purposes of the Employment Agreement.

B. The following sentence is hereby added to the end of Section 7(c) of the Employment Agreement:

“Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts Executive from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “ Governmental Authorities ”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive individually (and not directed to the Company) from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law.”

SECTION 2. Effect on Employment Agreement. The Employment Agreement, as amended by this Amendment, is and shall continue to be in full force and effect, and is, as hereby

920774

amended, confirmed and ratified. From and after the date hereof, each reference in the Employment Agreement to “this Agreement”, “hereunder”, “hereof” or other words of like import shall, except where the context otherwise requires, mean the Employment Agreement as amended by this Amendment.

SECTION 3. Counterparts; Facsimile Transmission. This Amendment may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Executed counterparts may be delivered via facsimile or electronic transmission.

[ Signature page follows .]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

THE COMPANY :

CATCHMARK TIMBER TRUST, INC.

By: /s/ Donald S. Moss

Name: Donald S. Moss

Title: Chairman of Compensation Committee

EMPLOYEE :

/s/ Jerrold Barag

JERROLD BARAG

Exhibit 10.19

FIRST AMENDMENT

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Amendment ”), by and between CatchMark Timber Trust, Inc., a Maryland corporation (the “ Company ”), and Brian M. Davis (“ Executive ”), is entered into and effective as of December 31, 2018.

WHEREAS, the Company and Executive have previously entered into that certain Employment Agreement, dated as of October 30, 2013 (the “ Employment Agreement ”);

WHEREAS, pursuant to Section 18(c) of the Employment Agreement, the Employment Agreement may be amended or modified by a written agreement executed by the Company and Executive; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1. Amendment. The Employment Agreement is hereby amended as follows:

B. The following sentence is hereby added to the end of Section 7(c) of the Employment Agreement:

SECTION 2. Effect on Employment Agreement. The Employment Agreement, as amended by this Amendment, is and shall continue to be in full force and effect, and is, as hereby

920777

[ Signature page follows .]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

THE COMPANY :

CATCHMARK TIMBER TRUST, INC.

By: /s/ Donald S. Moss

Name: Donald S. Moss

Title: Chairman of Compensation Committee

EMPLOYEE :

/s/ Brian M. Davis

BRIAN M. DAVIS

EXHIBIT 10.24

EXECUTION VERSION

AGREEMENT REGARDING AMENDMENTS AND TERM A-4 LOAN CREDIT FACILITY

This AGREEMENT REGARDING AMENDMENTS AND TERM A-4 LOAN CREDIT FACILITY , dated as of August 22, 2018 (this “ Agreement ”), among CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party hereto, COBANK, ACB , as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, and the Lenders and Voting Participants under the Credit Agreement defined below that have executed this Agreement. Unless otherwise defined herein or the context otherwise requires, terms used herein shall have the meaning provided in the Credit Agreement.

W I T N E S S E T H:

WHEREAS , the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as Lenders and the Administrative Agent are parties to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , the outstanding principal balance of the Multi-Draw Term Loans under the Credit Agreement as of the Amendment Effective Date (as defined below) (before giving effect to this Agreement and to the application of the proceeds of any Borrowing on the Amendment Effective Date) is $200,000,000; the aggregate Multi-Draw Term Loan Commitments under the Credit Agreement as of the Amendment Effective Date (before giving effect to this Agreement) is $265,000,000; the available aggregate Multi-Draw Term Loan Commitments under the Credit Agreement as of the Amendment Effective Date (before giving effect to this Agreement and to the application of the proceeds of any Borrowing on the Amendment Effective Date) is $65,000,000; and the available Maximum Incremental Amount as of the Amendment Effective Date (before giving effect to this Agreement) is $110,000,000;

WHEREAS , pursuant to Section 3.1.1(b) of the Credit Agreement, the Borrower desires to reduce the Multi-Draw Term Loan Commitment Amount by $65,000,000 (the “ Multi-Draw Term Loan Commitment Reduction ”);

WHEREAS , the Borrower has requested, and certain Lenders (the “ Term A-4 Loan Lenders ”) have agreed to provide, a term loan credit facility in the aggregate principal amount of $140,000,000 (the “ Term A-4 Loan Credit Facility ”), the proceeds of which shall be used to prepay the outstanding principal of the Multi-Draw Term Loans under the Credit Agreement as of the Amendment Effective Date;

WHEREAS , $65,000,000 of the Term A-4 Loan Credit Facility will be funded by Multi-Draw Term Loan Lenders in an amount, for each Multi-Draw Term Loan Lender (or, indirectly,

40757838.7

EXHIBIT 10.24

Participant), up to but not to exceed its Percentage of the Multi-Draw Term Loan Commitment Reduction, and represents a term out of a portion of the Multi-Draw Term Loan Facility and corresponds in amount to the Multi-Draw Term Loan Commitment Reduction;

WHEREAS , $75,000,000 of the Term A-4 Loan Credit Facility shall consist of an Incremental Term Loan Facility pursuant to and in compliance with Section 2.1.1(b) of the Credit Agreement, thus reducing the available Maximum Incremental Amount by such amount; provided that for all purposes under the Credit Agreement after the Amendment Effective Date the Term A-4 Loan Credit Facility shall be treated as a Term Loan and not an Incremental Term Loan;

WHEREAS , the outstanding principal balance of the Multi-Draw Term Loans as of the Amendment Effective Date (after giving effect to this Agreement and to the application of the proceeds of any Borrowing on the Amendment Effective Date) shall be $60,000,000; the aggregate Multi-Draw Term Loan Commitments as of the Amendment Effective Date (after giving effect to this Agreement) shall be $200,000,000; the available aggregate Multi-Draw Term Loan Commitments under the Credit Agreement as of the Amendment Effective Date (after giving effect to this Agreement and to the application of the proceeds of any Borrowing on the Amendment Effective Date) shall be $140,000,000; and the available Maximum Incremental Amount as of the Amendment Effective Date (after giving effect to this Agreement and to the application of the proceeds of any Borrowing on the Amendment Effective Date) shall be $35,000,000; and

WHEREAS , the parties hereto have agreed to certain other amendments to the Credit Agreement as set forth below.

NOW, THEREFORE , in consideration of the agreements herein contained, the parties hereto hereby agree as follows.

ARTICLE I

RECITALS

The recitals set forth above are hereby incorporated into this Agreement as if set forth at length herein.

ARTICLE II

AMENDMENTS

Effective as of the Amendment Effective Date, the parties hereto hereby agree to amend the Loan Documents, as follows:

SECTION 2.1 Amended Credit Agreement . The Credit Agreement (exclusive of the Schedules and Exhibits thereto) is hereby amended as indicated on the marked document attached hereto as Schedule A . The Term A-4 Lenders consent to and acknowledge that for all purposes under the Credit Agreement after the Amendment Effective Date the Term A-4 Loan Credit Facility shall be treated as a Term Loan and not an Incremental Term Loan.

EXHIBIT 10.24

SECTION 2.2 Amendments to Schedules to Credit Agreement . The Schedules to the Credit Agreement are hereby amended by replacing them in their entirety with the Schedules attached hereto as Schedule B .

SECTION 2.3 Amendments to Exhibits to Credit Agreement . The Exhibits to the Credit Agreement are hereby amended by replacing them in their entirety with the Exhibits attached hereto as Schedule C .

ARTICLE III

[RESERVED]

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and the Lenders party hereto to agree to the amendments in Article II , each Loan Party hereby jointly and severally (a) represents and warrants that as of the date hereof and as of Amendment Effective Date (i) the recitals set forth above are true and correct in all material respects, (ii) it has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms, and this Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, (iii) each of the representations and warranties contained in the Credit Agreement and in the other Loan Documents, in each case, after giving effect to the amendments described in Article II and before and after giving Pro Forma Effect to the Borrowing of the Term A-4 Loan and to the application of the proceeds thereof on the date hereof, is true and correct in all material respects as if made on the date hereof; provided , that such representations and warranties (A) that relate solely to an earlier date are true and correct as of such earlier date and (B) are true and correct in all respects if they are qualified by a materiality standard, (iv) no Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving effect to the amendments described in Article II and after giving Pro Forma Effect to the Borrowing of the Term A-4 Loan and to the application of the proceeds thereof on the date hereof, (v) the Loan Parties are in compliance, after giving Pro Forma Effect to the Borrowing of the Term A-4 Loan and to the application of the proceeds thereof on the date hereof, with the covenants set forth in Section 7.2.4 of the Credit Agreement, (vi) all of the conditions precedent set forth in Section 2.1.1(b) of the Credit Agreement that are required for the effectiveness of the Incremental Term Loan Facility contemplated by this Agreement have been satisfied in full in accordance with the terms thereof, (vii) all of the conditions precedent set forth in Section 5.2.1 of the Credit Agreement that are required to be performed or satisfied by any Loan Party as a condition of each Term A-4 Lender to make the Term A-4 Loans have been satisfied in full in accordance with the terms thereof, (viii) there are no Material Governmental Approvals required in connection with the execution, delivery or performance by any of the Loan Parties of this

EXHIBIT 10.24

Agreement or the transactions contemplated hereby, and (ix) there are no required consents or approvals of any Person necessary to effect this Agreement or the transactions contemplated hereby other than those that have been obtained and are in full force and effect, and (b) agrees that the incorrectness in any material respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default.

ARTICLE V

ACKNOWLEDGMENT OF LOAN PARTIES

Each of the Loan Parties consents to the terms and conditions of this Agreement and the transactions contemplated hereby and affirms and confirms that (a) all of its respective obligations under the Credit Agreement (including the Guaranty), the Security Documents and the other Loan Documents (in each case, as modified by this Agreement) are and shall continue to be, in full force and effect and shall accrue to the benefit of the Lender Parties to guarantee the Obligations (as modified by this Agreement), and (b) all of the Liens granted to the Administrative Agent under the Security Documents and the other Loan Documents are and shall continue to be, in full force and effect to secure the Obligations (as modified by this Agreement).

ARTICLE VI

CONDITIONS TO EFFECTIVENESS

This Agreement shall become effective on such date (herein called the “ Amendment Effective Date ”) when each of the following conditions shall have been met:

SECTION 6.1 Agreement . The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered on behalf of each Loan Party, the Administrative Agent and the Lenders constituting Required Lenders under the Credit Agreement.

SECTION 6.2 Amendment Effective Date Compliance Certificate . The Administrative Agent shall have received a Compliance Certificate duly executed by a Financial Officer of the Borrower, and dated as of the Amendment Effective Date, showing compliance with the covenants set forth in Section 7.2.4 of the Credit Agreement after giving effect to the amendments described in Article II and after giving Pro Forma Effect to the Borrowing of the Term A-4 Loan and to the application of the proceeds thereof on the date hereof.

SECTION 6.3 Delivery of Term A-4 Loan Notes . To the extent requested, each Term A-4 Loan Lender shall have received its Term A-4 Loan Note in an amount equal to such Term A-4 Loan Lender’s Term A-4 Loan Commitment, after giving effect to this Agreement, dated the Amendment Effective Date, duly completed as herein provided and duly executed and delivered by an Authorized Officer of the Borrower.

SECTION 6.4 Solvency Certificates . The Administrative Agent shall have received a Solvency Certificate, dated as of the Amendment Effective Date, from CatchMark Timber and Timberlands II.

EXHIBIT 10.24

SECTION 6.5 No Default . No Default or Event of Default has occurred and is continuing.

SECTION 6.6 Representations and Warranties . The representations and warranties in Article IV are true and correct as of the Amendment Effective Date.

SECTION 6.7 Resolutions; Good Standing; etc . The Administrative Agent shall have received from each Loan Party a certificate, dated the Amendment Effective Date, of its Secretary, Assistant Secretary or Manager as to:

(a) resolutions of its Board of Directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of this Agreement and each other document in connection therewith to be executed by it;

(b) each Organizational Document of each such Loan Party; and

(c) the incumbency and signatures of each officer (including each Authorized Officer and Financial Officer) of each such Loan Party that is authorized to act with respect to this Agreement and each other Loan Document executed by it;

upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary or Manager of the relevant Loan Party canceling or amending such prior certificate. The Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where each Loan Party is organized.

SECTION 6.8 Opinions . The Administrative Agent shall have received legal opinions, dated the Amendment Effective Date and addressed to the Administrative Agent and all the Lenders, from legal counsel to the Borrower in New York, Delaware, Maryland, Texas and South Carolina.

SECTION 6.9 Fees . The Administrative Agent shall have received for its own account and the account of the Lenders (and the assignees of the Lenders) all fees, costs and expenses due and payable pursuant to that certain Fee Letter, dated as of August 2, 2018.

SECTION 6.10 Anti-Terrorism . The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act and any other Anti-Terrorism Laws.

SECTION 6.11 Borrowing Request . The Administrative Agent shall have received a duly completed and executed Borrowing Request.

SECTION 6.12 Farm Credit Equities . The Borrower shall have made the minimum equity investment in each Farm Credit Lender as required by Section 7.1.16 of the Credit Agreement.

ARTICLE VII

EXHIBIT 10.24

POST-CLOSING COVENANTS

In order to induce the Administrative Agent and the Lenders to agree to the amendments described in Article II , each Loan Party hereby jointly and severally covenants that the Borrower and the Loan Parties will perform, and will cause their respective Subsidiaries to perform, the obligations set forth in Schedule D .

The Loan Parties hereto hereby acknowledge and agree that the failure to take the actions described on Schedule D within the specified time period or to otherwise comply with the covenants described in this Article VII at all times shall constitute an Event of Default under the Credit Agreement and, among other things, shall constitute a basis for the Lenders to withhold Loans under the Credit Agreement.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Cross-References . References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement.

SECTION 8.2 Loan Document Pursuant to Credit Agreement . This Agreement is a Loan Document executed pursuant to the Credit Agreement. Except as otherwise specified herein, all of the representations, warranties, terms, covenants and conditions contained in the Credit Agreement, the Security Documents and each other Loan Document shall remain unamended or otherwise unmodified and in full force and effect.

SECTION 8.3 Limitation of Agreement . The modifications set forth herein shall be limited precisely as provided for herein and, except as expressly set forth herein, shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or of any term or provision of any other Loan Document or of any transaction or further or future action on the part of the Borrower or any other Loan Party which would require the consent of the Administrative Agent or any of the Lenders under the Credit Agreement or any other Loan Document. This Agreement shall not constitute a novation of the Credit Agreement or any other Loan Document.

SECTION 8.4 Counterparts . This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.5 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 8.6 Further Assurances . In furtherance of the foregoing, each Loan Party shall execute and deliver or cause to be executed and delivered at any time and from time to time

EXHIBIT 10.24

such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement.

SECTION 8.7 GOVERNING LAW; WAIVER OF JURY TRIAL; ENTIRE AGREEMENT . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION HEREWITH. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN OR ORAL, WITH RESPECT HERETO.

[Signatures on following page.]

EXHIBIT 10.24

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

BORROWER :

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

By: CATCHMARK TIMBER TRUST, INC .,

as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TRS HARVESTING OPERATIONS, LLC

By: FOREST RESOURCE CONSULTANTS, INC. ,

as Manager

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

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TIMBER TRUST, INC.

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

TIMBERLANDS II, LLC

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST, INC .,

as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TIMBER TRS, INC.

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written.

CATCHMARK HBU, LLC

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

By: CATCHMARK TIMBER TRUST, INC .,

as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TEXAS TIMBERLANDS GP, LLC

By: TIMBERLANDS II, LLC , as Member

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST, INC. ,

as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TEXAS TIMBERLANDS, L.P.

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

By: TIMBERLANDS II, LLC , as Member

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST,

INC. , as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TRS INVESTMENTS, LLC


By:	CATCHMARK TIMBER TRS, INC. , as sole Member

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TRS MANAGEMENT, LLC


By:	CATCHMARK TIMBER TRS, INC. , as sole Member

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TRS HARVESTING OPERATIONS II, LLC

By: AMERICAN FOREST MANAGEMENT, INC. ,

as Manager

By: /s/ Andrew Ferguson

Name: Andrew Ferguson

Title: President/CEO

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK SOUTHERN HOLDINGS II GP, LLC

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST, INC .,

as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK SOUTHERN TIMBERLANDS II, L.P.

By: CATCHMARK SOUTHERN HOLDINGS II GP,

LLC , as General Partner

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST,

INC ., as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC

By: TIMBERLANDS II, LLC, as sole Member

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, L.P. , as Manager

By: CATCHMARK TIMBER TRUST,

INC ., as General Partner

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK LP HOLDER, LLC


By:	CATCHMARK TIMBER TRUST, INC. , as sole Member

By: /s/ Brian M. Davis

Name: Brian M. Davis

Title: Senior Vice President and

Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CREEK PINE HOLDINGS, LLC

By: /s/ Ursula Godoy-Arbelaez

Name: Ursula Godoy-Arbelaez

Title: Treasurer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CATCHMARK TRS CREEK MANAGEMENT, LLC

By: /s/ Ursula Godoy-Arbelaez

Name: Ursula Godoy-Arbelaez

Title: Treasurer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

TRIPLE T GP, LLC

By: /s/ Ursula Godoy-Arbelaez

Name: Ursula Godoy-Arbelaez

Title: Treasurer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

EXHIBIT 10.24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written .

CTT EMPLOYEE, LLC

By: /s/ Ursula Godoy-Arbelaez

Name: Ursula Godoy-Arbelaez

Title: Treasurer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

ADMINISTRATIVE AGENT:

COBANK, ACB,

as Administrative Agent

By: /s/ Zachary Carpenter

Name: Zachary Carpenter

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

LENDERS:

AGSOUTH FARM CREDIT, ACA ,

as a Lender

By: /s/ Pat Calhoun

Name: Pat Calhoun

Title: CEO

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

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

By: /s/ Sarah Fleet

Name: Sarah Fleet

Title: Vice President

By: /s/ Claire Lucy

Name: Claire Lucy

Title: Executive Director

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

METROPOLITAN LIFE INSURANCE COMPANY , as a Lender

By: /s/ David C. Russell

Name: David C. Russell

Title: Director

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

VOTING PARTICIPANTS (pursuant to

Section 11.11(d)):

FARM CREDIT BANK OF TEXAS , as a Voting Participant

By: /s/ Eric Estey

Name: Eric Estey

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

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

By: /s/ Ben Fogle

Name: Ben Fogle

Title: VP Capital Markets

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FARM CREDIT WEST, FLCA , as a Voting Participant

By: /s/ Nathan Garcin

Name: Nathan Garcin

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FCS COMMERCIAL FINANCE GROUP, for AgCountry Farm Credit Services, FLCA , as a Voting Participant

By: /s/ Lisa Caswell

Name: Lisa Caswell

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

AGFIRST FARM CREDIT BANK , as a Voting Participant

By: /s/ J. Michael Mancini, Jr.

Name: J. Michael Mancini, Jr.

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

AMERICAN AGCREDIT, FLCA , as a Voting Participant

By: /s/ Kyle Lucas

Name: Kyle Lucas

Title: VP Relationship Manager

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FARM CREDIT EAST, ACA , as a Voting Participant

By: /s/ Eric W. Pohlman

Name: Eric W. Pohlman

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

NORTHWEST FARM CREDIT SERVICES, FLCA , as a Voting Participant

By: /s/ Jeremy VanderVegt

Name: Jeremy VanderVegt

Title: Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

COMPEER FINANCIAL, FLCA , as a Voting Participant

By: /s/ Lee Fuchs

Name: Lee Fuchs

Title: Director, Capital Markets

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

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

By: /s/ Tabatha Hamilton

Name: Tabatha Hamilton

Title: Vice President Capital Markets

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

GREENSTONE FARM CREDIT SERVICES, FLCA , as a Voting Participant

By: /s/ Shane Prichard

Name: Shane Prichard

Title: AVP of Capital Markets

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FRESNO-MADERA FEDERAL LAND BANK ASSOCIATION, FLCA , as a Voting Participant

By: /s/ Robert Herrick

Name: Robert Herrick

Title: Director, Capital Markets

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FARM CREDIT OF FLORIDA, FLCA , as a Voting Participant

By: /s/ Jennifer Dueboay

Name: Jennifer Dueboay

Title: Capital Markets Admnistrator

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

AGCREDIT PCA, ACA and FLCA , as a Voting Participant

By: /s/ Dan Ebert

Name: Dan Ebert

Title: Chief Financial Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

FARM CREDIT OF CENTRAL FLORIDA ACA, PCA and FLCA , as a Voting Participant

By: /s/ Johan Dam

Name: Johan Dam

Title: Capital Markets & Investment Officer

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

AGCHOICE FARM CREDIT, FLCA , as a Voting Participant

By: /s/ William Frailey

Name: William Frailey

Title: Assistant Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

[Signatures continued from previous page]

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

By: /s/ William J. Rutter

Name: William J Rutter

Title: Sr. Vice President

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

SCHEDULE A

Amendments to Credit Agreement

[attached]

EXECUTION VERSION

CONFORMED COPY

[incorporating the Consent Letter dated May 29, 2018

incorporating the Consent and Amendment Agreement dated June 29, 2018

incorporating the Joinder Agreement, dated June 29, 2018

incorporating the Joinder Agreement, dated July 6, 2018

incorporating the Agreement Regarding Amendments and Term A-4 Loan Credit Facility, dated August 22, 2018]

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 10

SECTION 1.1 Defined Terms 10

SECTION 1.2 Use of Defined Terms 67

SECTION 1.3 Certain Rules of Construction 67

SECTION 1.4 Accounting Principles 68

SECTION 1.5 Rounding 69

SECTION 1.6 Letter of Credit Amounts 69

SECTION 1.7 Administration of Rates 69

ARTICLE II FUNDING OF LOANS 69

SECTION 2.1 Amount and Terms of Loans 69

SECTION 2.1.1 The Loans 69

SECTION 2.1.2 Letters of Credit 77

SECTION 2.1.3 Disbursement of Funds under the Loans 83

SECTION 2.2 Notes; Updated Schedule II 83

SECTION 2.3 Continuation and Conversion Elections 84

ARTICLE III Payments, Interest and Fees 84

SECTION 3.1 Repayments and Prepayments 84

SECTION 3.1.1 Voluntary Prepayments; Commitment Reductions 85

SECTION 3.1.2 Mandatory Repayments and Prepayments 85

SECTION 3.1.3 Application of Payments 88

SECTION 3.2 Interest Provisions 90

SECTION 3.2.1 Interest Rates 90

SECTION 3.2.2 Post-Default Rates 90

SECTION 3.2.3 Interest Payment Dates 90

SECTION 3.2.4 Cost of Funds True Up 91

SECTION 3.3 Revolver Commitment Fee 91

SECTION 3.4 Multi-Draw Term Loan Commitment Fee 92

SECTION 3.5 Letter of Credit Fees 92

SECTION 3.5.1 Letter of Credit (Revolver) Lenders 92

SECTION 3.5.2 Letter of Credit (MDT) Lenders 92

SECTION 3.5.3 Letter of Credit Issuing Lender 92

SECTION 3.6 Extension of Stated Maturity Date 93

SECTION 3.6.1 Requests for Extension 93

SECTION 3.6.2 Lender Elections to Extend 93

SECTION 3.6.3 Notification by Administrative Agent 93

SECTION 3.6.4 Additional Commitment Lenders 93

SECTION 3.6.5 Extension Requirement 94

SECTION 3.6.6 Conditions to Effectiveness of Extensions 94

SECTION 3.6.7 Terms 95

SECTION 3.6.8 Extension Amendment 95

ARTICLE IV YIELD PROTECTION, TAXES AND RELATED PROVISIONS 95

SECTION 4.1 Eurodollar Rate Lending Unlawful 95

SECTION 4.2 LIBOR Unavailability 96

SECTION 4.3 Capital Adequacy and Other Adjustments 97

SECTION 4.4 Funding Losses 98

SECTION 4.5 Mitigation Obligations; Replacement of Lender 98

SECTION 4.6 Taxes 100

SECTION 4.7 Payments, Interest Calculations, etc 104

SECTION 4.8 Sharing of Payments 105

SECTION 4.9 Right of Setoff 105

SECTION 4.10 Use of Proceeds 106

SECTION 4.11 Payment Reliance 107

SECTION 4.12 Defaulting Lenders 108

SECTION 4.13 Cash Collateral 111

SECTION 4.14 Letter of Credit Liability 112

ARTICLE V CONDITIONS PRECEDENT TO LOANS 113

SECTION 5.1 Conditions to Effectiveness 113

SECTION 5.1.1 Agreement 113

SECTION 5.1.2 Resolutions, Good Standing, etc 113

SECTION 5.1.3 Delivery of Notes 114

SECTION 5.1.4 Required Consents and Approvals 114

SECTION 5.1.5 Opinion of Counsel 114

SECTION 5.1.6 Evidence of Insurance 114

SECTION 5.1.7 Permitted Joint Venture Investment Certificate 114

SECTION 5.1.8 Pledged Property 114

SECTION 5.1.9 U.C.C. Search Results 115

SECTION 5.1.10 Security Agreements, Filings, etc 115

SECTION 5.1.11 Solvency Certificate 115

SECTION 5.1.12 Closing Date Certificate 115

SECTION 5.1.13 Flood Laws 115

SECTION 5.1.14 Material Government Approvals 116

SECTION 5.1.15 Collateral Assignment of Material Agreements; Reaffirmation of Collateral Assignment of Material Agreement 116

SECTION 5.1.16 Mortgages, etc 116

SECTION 5.1.17 Timber Manager Subordination Agreement 117

SECTION 5.1.18 [Reserved] 117

SECTION 5.1.19 [Reserved] 117

SECTION 5.1.20 Financial Information, etc 117

SECTION 5.1.21 Account Control Agreements, etc 118

SECTION 5.1.22 Anti-Terrorism 118

SECTION 5.1.23 Satisfactory Due Diligence 118

SECTION 5.1.24 Initial Compliance Certificate 118

SECTION 5.1.25 [Reserved] 118

SECTION 5.1.26 Effective Date LIBOR Borrowing 118

SECTION 5.1.27 Fees and Expenses 118

SECTION 5.1.28 Repayment of Existing Indebtedness; Release and Termination of Existing Liens 118

SECTION 5.1.29 Farm Credit Equities 119

SECTION 5.1.30 Reaffirmation of Recognition Agreement 119

SECTION 5.2 Conditions to Multi-Draw Term Loans, Incremental Term Loans, and Letters of Credit (MDT); Conditions to Revolver Real Property Acquisition Loans 119

SECTION 5.2.1 Conditions to Multi-Draw Term Loans and Incremental Term Loans Generally 119

SECTION 5.2.2 Conditions to Multi-Draw Term Loans and Incremental Term Loans – Real Property 119

SECTION 5.2.3 Conditions to Multi-Draw Term Loans – Investments in Permitted Joint Venture 120

SECTION 5.2.4 Conditions to Loans and Letters of Credit - Earnest Money Deposits and Earnest Money Deposit Support 121

SECTION 5.2.5 Conditions to Revolver Real Property Acquisition Loans 121

SECTION 5.3 Conditions to all Loans and Letters of Credit 122

SECTION 5.3.1 Compliance with Warranties, No Default, etc 122

SECTION 5.3.2 Borrowing Request, etc 123

SECTION 5.3.3 Compliance Certificate 123

SECTION 5.3.4 Satisfactory Legal Form 123

SECTION 5.4 Determinations Under Article V. 123

ARTICLE VI Representations and Warranties 123

SECTION 6.1 Organization, etc 123

SECTION 6.2 Due Authorization, Non-Contravention, etc 124

SECTION 6.3 Required Approvals 124

SECTION 6.4 Validity, etc 125

SECTION 6.5 No Material Liabilities 125

SECTION 6.6 No Material Adverse Effect 125

SECTION 6.7 Litigation, Labor Matters, etc 125

SECTION 6.8 Capitalization 125

SECTION 6.9 Compliance with Law, etc 126

SECTION 6.10 Properties, Permits, etc 126

SECTION 6.11 Taxes, etc 127

SECTION 6.12 ERISA 128

SECTION 6.13 Environmental Warranties 128

SECTION 6.14 Accuracy of Information 129

SECTION 6.15 [Reserved] 130

SECTION 6.16 Absence of Default and Restrictions 131

SECTION 6.17 Margin Regulations; Bank Secrecy Act, etc 131

SECTION 6.18 Investment Company Status 131

SECTION 6.19 Material Agreements; Governmental Approvals 131

SECTION 6.20 Solvency 132

SECTION 6.21 Insurance 132

SECTION 6.22 Affiliate Transactions 132

SECTION 6.23 Anti-Corruption; Anti-Terrorism and Sanctions 132

SECTION 6.24 Separateness; Special Representations and Covenants Relating to Loan Parties 133

SECTION 6.24.1 Purpose 133

SECTION 6.24.2 Financial Statements 135

SECTION 6.24.3 Tax Return 135

SECTION 6.24.4 Separateness 135

SECTION 6.24.5 Overhead 135

SECTION 6.24.6 Liabilities and Expenses 135

SECTION 6.24.7 [Reserved] 136

SECTION 6.24.8 Separateness of Assets 136

SECTION 6.24.9 Guarantees 136

SECTION 6.24.10 Corporate Formalities 136

SECTION 6.25 Qualified ECP Guarantor 136

SECTION 6.26 Permitted Joint Venture 136

ARTICLE VII Covenants 136

SECTION 7.1 Affirmative Covenants 136

SECTION 7.1.1 Financial Information, Reports, Notices, etc 137

SECTION 7.1.2 Compliance with Law; Payment of Obligations 140

SECTION 7.1.3 Maintenance of Properties and Franchises 141

SECTION 7.1.4 Insurance 141

SECTION 7.1.5 Books and Records; Inspections; Annual Meeting 143

SECTION 7.1.6 Environmental Covenants 144

SECTION 7.1.7 As to Intellectual Property Collateral 146

SECTION 7.1.8 Payment of Taxes and Claims; Deposits for Taxes and Insurance Premiums 147

SECTION 7.1.9 Further Assurances; Additional Collateral; Additional Loan Parties 147

SECTION 7.1.10 Exercise of Rights under Transaction Documents 149

SECTION 7.1.11 Timber Affirmative Covenants 149

SECTION 7.1.12 Material Accounts 159

SECTION 7.1.13 CatchMark TRS Subsidiary Account 161

SECTION 7.1.14 Revenue Account 161

SECTION 7.1.15 Dividend Account 161

SECTION 7.1.16 Farm Credit Equity and Security 162

SECTION 7.1.17 Qualified ECP Guarantor; Keepwell 163

SECTION 7.1.18 Investment Allocation Policy 163

SECTION 7.1.19 Title Insurance 163

SECTION 7.1.20 Post-Closing Matters 163

SECTION 7.2 Negative Covenants 163

SECTION 7.2.1 Activities; Separateness 164

SECTION 7.2.2 Indebtedness 164

SECTION 7.2.3 Liens 165

SECTION 7.2.4 Financial Covenants 166

SECTION 7.2.5 Investments; Change in Capital Structure 167

SECTION 7.2.6 Restricted Payments 168

SECTION 7.2.7 Take or Pay Contracts 169

SECTION 7.2.8 Mergers, Asset Acquisitions, etc 169

SECTION 7.2.9 Asset Dispositions, etc 171

SECTION 7.2.10 Modification of Certain Agreements 174

SECTION 7.2.11 Transactions with Related Parties 174

SECTION 7.2.12 Negative Pledges, Restrictive Agreements, etc 174

SECTION 7.2.13 Management Fees, Expenses, etc 175

SECTION 7.2.14 Limitation on Sale and Leaseback Transactions 176

SECTION 7.2.15 Fiscal Year End, etc 176

SECTION 7.2.16 ERISA 176

SECTION 7.2.17 Account Control Agreements 176

SECTION 7.2.18 Timber Negative Covenants 176

SECTION 7.2.19 Unrestricted Timber Transactions 178

SECTION 7.2.20 Transfer of Funds 179

SECTION 7.2.21 Rate Protection Agreements 179

SECTION 7.2.22 Anti-Corruption Laws; Anti-Terrorism Laws; Sanctions 179

SECTION 7.2.23 Triple T GP Restrictions 180

SECTION 7.3 Permitted Joint Venture Covenants 180

SECTION 7.3.1 Notice and Permitted Joint Venture Investment Certificate 180

SECTION 7.3.2 Consolidation with Loan Parties 180

SECTION 7.3.3 Reserved 181

SECTION 7.3.4 Appraisals 181

SECTION 7.3.5 Cruises and Appraisals 181

SECTION 7.3.6 Updated Value of the JV Timberlands 181

SECTION 7.3.7 Termination of JV Timber Leases 182

SECTION 7.3.8 Liens on Equity Interests 182

SECTION 7.3.9 Separate Liabilities 182

SECTION 7.3.10 Equity Pledge; Organizational Documents 182

SECTION 7.3.11 Investment Allocation Policy 183

ARTICLE VIII Events of Default and Remedies 183

SECTION 8.1 Listing of Events of Default 183

SECTION 8.1.1 Non-Payment of Obligations 183

SECTION 8.1.2 Breach of Representations and Warranties 183

SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations 183

SECTION 8.1.4 Non-Performance of Other Covenants and Obligations 184

SECTION 8.1.5 Default on Other Obligations 184

SECTION 8.1.6 Judgments 184

SECTION 8.1.7 Bankruptcy, Insolvency, etc 184

SECTION 8.1.8 Impairment of Loan Documents, Security, etc 185

SECTION 8.1.9 Non-Payment of Taxes 185

SECTION 8.1.10 Impairment of Material Agreements 185

SECTION 8.1.11 Impairment of Business 185

SECTION 8.1.12 Bankruptcy Claims 186

SECTION 8.1.13 [Reserved] 186

SECTION 8.1.14 Change of Control 186

SECTION 8.1.15 REIT Status 186

SECTION 8.1.16 ERISA Event 186

SECTION 8.2 Action if Bankruptcy 186

SECTION 8.3 Action if Other Event of Default 186

SECTION 8.4 Remedies 187

SECTION 8.5 Foreclosure on Collateral 187

SECTION 8.6 Appointment of Administrative Agent as Attorney-in-Fact 188

SECTION 8.7 Payments Upon Acceleration 188

ARTICLE IX GUARANTY 190

SECTION 9.1 Guaranty 190

SECTION 9.2 [Reserved] 193

SECTION 9.3 Right of Contribution; Keepwell 193

ARTICLE X THE ADMINISTRATIVE AGENT 194

SECTION 10.1 Appointment and Authority 194

SECTION 10.2 Rights as a Lender 194

SECTION 10.3 Exculpatory Provisions 194

SECTION 10.4 Reliance by Administrative Agent 195

SECTION 10.5 Delegation of Duties 196

SECTION 10.6 Resignation of Administrative Agent 196

SECTION 10.7 Non-Reliance on Administrative Agent and Other Lenders 197

SECTION 10.8 No Other Duties, Etc 197

SECTION 10.9 Administrative Agent May File Proof of Claims 197

SECTION 10.10 Agency for Perfection; Enforcement of Security by Administrative Agent 198

SECTION 10.11 Collateral and Guaranty Matters 198

SECTION 10.12 Indemnification 199

SECTION 10.13 Resignation of Issuing Lender 200

SECTION 10.14 Resignation of Swingline Lender 200

SECTION 10.15 Compliance with Flood Laws 200

SECTION 10.16 No Reliance on the Administrative Agent’s Customer Identification Program 200

SECTION 10.17 Certain ERISA Matters 201

ARTICLE XI Miscellaneous Provisions 203

SECTION 11.1 Waivers, Amendments, etc 203

SECTION 11.2 Notices 205

SECTION 11.3 Payment of Costs and Expenses 207

SECTION 11.4 Indemnification by the Borrower 208

SECTION 11.5 Survival 210

SECTION 11.6 Severability 211

SECTION 11.7 Headings 211

SECTION 11.8 Counterparts; Effectiveness 211

SECTION 11.9 Governing Law 211

SECTION 11.10 Entire Agreement 211

SECTION 11.11 Assignments and Participations 211

SECTION 11.12 Press Releases and Related Matters 216

SECTION 11.13 Consent to Jurisdiction and Service of Process 217

SECTION 11.14 Waiver of Jury Trial, etc 218

SECTION 11.15 Waiver of Consequential Damages, etc 218

SECTION 11.16 No Strict Construction 218

SECTION 11.17 Protection of Interests 218

SECTION 11.18 Confidentiality 219

SECTION 11.19 USA Patriot Act Notice 219

SECTION 11.20 [Reserved] 220

SECTION 11.21 Waiver of Farm Credit Rights 220

SECTION 11.22 Effectiveness of Amendment and Restatement; No Novation 220

SECTION 11.23 Secured Bank Products and Secured Rate Protection Agreements 221

SECTION 11.24 Effective Date Assignment 221

SECTION 11.25 Acknowledgment and Consent to Bail-In of EEA Financial Institutions 221

SCHEDULES

SCHEDULE I − Disclosure Schedule

SCHEDULE II − Loans, Commitment Amounts and Percentages

SCHEDULE III − Voting Participants

SCHEDULE IV − Pricing Table

SCHEDULE V − Post-Closing Affirmative Covenants

EXHIBITS

EXHIBIT A-1 − Form of Term A-1 Loan Note

EXHIBIT A-2 − Form of Term A-2 Loan Note

EXHIBIT A-3 − Form of Term A-3 Loan Note

EXHIBIT A-4 − Form of Term A-4 Loan Note

EXHIBIT A-5 − Form of Revolving Note

EXHIBIT A-6 − Form of Swingline Note

EXHIBIT A-7 − Form of Multi-Draw Term Note

EXHIBIT B-1 − Form of Borrowing Request

EXHIBIT B-2 − Form of Continuation/Conversion Notice

EXHIBIT C − Form of Assignment and Assumption

EXHIBIT D − Form of Closing Date Certificate

EXHIBIT E − Form of Compliance Certificate

EXHIBIT F − Form of Landlord Estoppel Certificate

EXHIBIT G − Form of Collateral Assignment of Material Agreement


EXHIBIT H	− Form of Joinder Agreement


EXHIBIT I	− Form of Permitted Joint Venture Investment Certificate

EXHIBIT J − Form of Escrow Deposit Certificate

EXHIBIT K − Form of Certificate Regarding Sale of Real Property


EXHIBIT 4.6(A)	− Form of U.S. Tax Compliance Certificate (Foreign Lenders Not a Partnership)


EXHIBIT 4.6(B)	Form of U.S. Tax Compliance Certificate (Foreign Participants Not a Partnership)


EXHIBIT 4.6(C)	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)


EXHIBIT 4.6(D)	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

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 II
DEFINITIONS AND ACCOUNTING TERMS

SECTION 2.1 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 .

“ 2018 Increase Amendment ” means that certain Agreement Regarding Amendments and Term A-4 Loan Credit Facility, dated as of August 22, 2018, among the Loan Parties, the Administrative Agent and the Lenders.

“ 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) .

“ Amendment Effective Date ” means August 22, 2018

“ Amendment Effective Date Cost of Funds ” means 3.5 basis points with respect to clause (iv) 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, as of the Amendment Effective Date.

“ 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, the Term A-4 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, the Term A-4 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 the circumstances described in clauses (i) , (ii) or (iii) of Section 4.2(b) shall apply, until such time as a LIBOR Replacement Rate is determined in accordance with Section 4.2(b) , the Base Rate shall be calculated as though the One-Month LIBOR is zero.

“ 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 .

“ Borrower LTI Plan ” is defined in Section 7.2.6(y)(2) .

“ 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, the Term A-3 Loans on the Effective Date in accordance with the Lenders’ Term A-3 Loan Commitments and the Term A-4 Loans on the Amendment Effective Date in accordance with the Lenders’ Term A-4 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 Timber Incentive Plan ” is defined in Section 7.2.6(y) .

“ CatchMark TRS ” means CatchMark Timber 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 (other than “LTIP Units” and “Common Units” issued in connection with the conversion of “LTIP Units” in accordance with and as defined in the Borrower LTI Plan and the Borrower’s partnership agreement and issued in compliance with Section 7.2.6(z) ); (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 Term A-4 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(a)(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, including, for the avoidance of doubt, any amount paid pursuant to an option agreement.

“ Creek Pine Holdings ” means Creek Pine Holdings, LLC, a Delaware limited liability company.

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

“ CTT Employee ” means CTT Employee, LLC, a Delaware limited liability company.

“ 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 or allocation as a result of division) 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 December 1, 2017.

“ 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:

(e) 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

(f) 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.

“ Guarantor ” means CatchMark Timber, CatchMark Holder and the Subsidiary Guarantors.

“ Guaranty ” means, collectively, Article IX and each other guaranty by any Loan Party in favor of the Administrative Agent for each of the Lender Parties, in form and substance acceptable to the Administrative Agent in its sole discretion.

“ Harvest 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.

“ 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;

(g) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities;

(h) 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;

(i) 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;

(j) the liquidation value of any preferred capital stock or similar Equity Interest of such Person or its Subsidiaries held by any Person;

(k) 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;

(l) all Off-Balance Sheet Obligations; and

(m) 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.

“ 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), 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 shall be deemed to include the allocation of assets to any Person pursuant to a division or the creation of any Person by division.

“ 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:

(a)

The Administrative Agent has not received an appraisal or appraisal update (a) with respect to any of the JV Real Property of such Permitted Joint Venture and its Subsidiaries on a consolidated basis that Borrower has elected to include in the Permitted JV Value of the Timberlands, (b) from a nationally recognized forestry appraisal firm, (c) dated not more than one year prior to the last day of the most recent Fiscal Quarter or Fiscal Year for which a Compliance Certificate has been delivered, and (d) otherwise in form and scope acceptable to the Administrative Agent in its discretion.


(b)	Such Permitted Joint Venture or any of its Subsidiaries, Affiliates, officers, directors, employees or agents engages in any dealings or transactions with any Sanctioned Person in violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions in all material respects.


(c)	Such Permitted Joint Venture or any of its Subsidiaries fails to comply in any material respects with any material permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of any Governmental Authority and with all Law.

(d)

Such Permitted Joint Venture or any of its Subsidiaries fails to preserve, renew or keep in full force and effect (i) its legal existence and qualification as a foreign corporation, limited liability company or partnership in each jurisdiction where it has assets or conducts business or (ii) each permit, license, authorization, approval, entitlement, accreditation, privilege and franchise of any Governmental Authority or otherwise necessary for the proper conduct of its business (including the ownership and the leasing of the JV Real Property), except to the extent such failure could not reasonably be expected to have, either individually or in the aggregate, a Permitted JV Material Adverse Effect.


(e)	Such Permitted Joint Venture or any of its Subsidiaries fails to obtain its own federal employer identification number or file its own individual tax returns; provided that a Permitted Joint Venture may file tax returns on behalf of its consolidated Subsidiaries.

(f)

Such Permitted Joint Venture and its Subsidiaries on a consolidated basis (i) fails to hold itself out to the public as a legal entity separate and distinct from any other Person, (ii) fails to correct any known misunderstanding regarding its status as a separate entity, (iii) fails to conduct and operate its business in its own name and (iv) identifies itself or any of its Affiliates as a division or part of the other.


(g)	Such Permitted Joint Venture or any of its Subsidiaries fails to pay its own liabilities and expenses out of its own funds drawn on its own bank account or subaccounts.


(h)	Any Loan Party who directly owns Equity Interests in such Permitted Joint Venture fails to pledge such Equity Interests to the Administrative Agent for the benefit of the Lender Parties.

(i)

Such Permitted Joint Venture or any of its Subsidiaries is indicted under any criminal statute or a criminal or civil proceeding is commenced against such Permitted Joint Venture or any of its Subsidiaries, pursuant to which statute or proceeding the penalties or remedies sought include forfeiture to any Governmental Authority of a material portion of the property of such Permitted Joint Venture or such Subsidiary.


(j)	The Administrative Agent has not received with respect to such Permitted Joint Venture the deliveries described in Section 7.1.1(a)(iii) or 7.1.1(b)(iii) on or before the date set forth in Section 7.1.1(a) or 7.1.1(b) , respectively, in each case, to the extent required hereunder.

“ 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, subject to Section 4.2 , 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 shall not be less than zero; and (ii) LIBOR shall be adjusted as set forth in Section 3.2.4 for Multi-Draw Term Loans and Term Loans bearing interest at LIBOR.

“ 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.

“ LIBOR Replacement Rate ” is defined in Section 4.2(b) .

“ LIBOR Scheduled Unavailability Date ” is defined in Section 4.2(b) .

“ 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.

“ LTIP Conversion/Redemption Trigger Event ” means the occurrence of any of the following: (i) the outstanding principal amount of all outstanding Loans and all other Obligations has become immediately due and payable and the Administrative Agent provides CatchMark Timber with a written notice declaring such event an LTIP Conversion/Redemption Trigger Event; (ii) the Administrative Agent provides CatchMark Timber with a written notice that the Administrative Agent intends promptly to commence a foreclosure proceeding with respect to the Equity Interests of the Borrower held by CatchMark Timber; or (iii) any Event of Default described in Section 8.1.7 has occurred and the Administrative Agent has not provided CatchMark Timber with a written notice prior to the occurrence of such Event of Default expressly declining to declare such event an LTIP Conversion/Redemption Trigger Event.

“ 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;

(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, $35,000,000 and shall be permanently reduced by the principal amount of any Revolver Increase, Multi-Draw Term Loan Increase or Incremental Term Loan Commitment after the Amendment Effective Date, determined on the date such Revolver Increase, Multi-Draw Term Loan Increase or Incremental Term Loan Commitment is effective, and, without duplication, by the principal amount of any Incremental Term Loan, determined on the initial funding date of such Incremental Term Loan.

“ Maximum Rate ” is defined in Section 4.7(d) .

“ 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:



Permitted Joint Venture LTV	Percentage
Less than or equal to 35%	65%
Greater than 35% but less than 50%	35%
Greater than or equal to 50%	0%

; 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)) from any Person that is not a Loan Party, 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 Term A-4 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 (or similar documents in the context of a division), 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:


(a)	a fully executed Permitted Joint Venture Investment Certificate and all deliverables referenced in such certificate required to be delivered in connection with the Investment in such Permitted Joint Venture;

(b)

if requested by the Administrative Agent in its sole discretion, calculations set forth in the Permitted Joint Venture Investment Certificate evidencing that before and after giving Pro Forma Effect to the Loan Party’s Investment in such Permitted Joint Venture, (A) the Loan to Value Ratio does not exceed 45%, and (B) no Default or Event of Default shall have occurred and be continuing or would be reasonably expected to result therefrom;

(c)

in the case of any Permitted Joint Venture (First-Tier) whose Equity Interests are certificated or any Permitted JV Investment Subsidiary, original certificates evidencing all of the issued and outstanding shares of capital stock and other Equity Interests of such Permitted Joint Venture (First-Tier) owned by any Loan Party or all of the Equity Interests of such Permitted JV Investment Subsidiary, in each case, 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;


(d)	in the case of any Permitted Joint Venture (First-Tier) or Permitted JV Investment Subsidiary, evidence of completion of all other actions, reasonably requested by the Administrative Agent, in order to perfect its first priority security interest in the Equity Interests of or other Investment in such Permitted Joint Venture (First-Tier) or Permitted JV Investment Subsidiary, as applicable;

(e)

in the case of any Permitted Joint Venture (First-Tier), Permitted JV Investment Subsidiary, or Shell Subsidiary, if requested by the Administrative Agent, 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 Investment, listing all effective U.C.C. financing statements, federal and state tax Liens, and judgment Liens which name the direct owners of such Permitted Joint Venture (First Tier) or which name such Permitted JV Investment Subsidiary and its direct owners or such Shell Subsidiary and its direct owners, if applicable, as the debtor, and which are filed in such jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements;


(f)	(A) a full, complete and correct copy of the Investment Allocation Policy, if any, as in effect and (B) certification from a Financial Officer of the Borrower in the Permitted Joint Venture Investment Certificate that such Investment in a Permitted Joint Venture or Permitted JV Investment Subsidiary is in compliance with any Investment Allocation Policy;


(g)	at least five (5) Business Days prior to the Loan Party’s Investment in such Permitted Joint Venture, the Lenders shall have received all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions; and

(h)

all other reasonable and timely requests of the Administrative Agent that the Administrative Agent and Borrower mutually agree are necessary and appropriate with respect to such Permitted Joint Venture, Permitted JV Investment Subsidiary, or Shell Subsidiary, such Loan Party’s Investment in such Permitted Joint Venture, Permitted JV Investment Subsidiary, or Shell Subsidiary, or the transactions related thereto.

“ 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) and a Person qualifying as a Shell Subsidiary under clause (a) of the definition thereof; (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 or created by division by any Loan Party (or such later date as the Administrative Agent may agree in its sole discretion) 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 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to Section 7.3.6 or Section 7.3.7 ; 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 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to Section 7.3.6 or Section 7.3.7 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 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to Section 7.3.6 or Section 7.3.7 , in each case, as such value is calculated and reported on behalf of such Permitted Joint Venture in accordance with Section 7.3.6 and Section 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;

(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, (iii) with respect to the Term A-3 Loans, the fifth anniversary of the Effective Date and (iv) with respect to the Term A-4 Loans, the date three years and six months after the Amendment 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 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 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, (B) joined to the Loan Documents as a Subsidiary Guarantor, or (C) converted to a Permitted Joint Venture (Lower-Tier) as permitted by Section 7.2.9(o) , in each case, within the earlier of (x) 90 days of the date such Subsidiary was established or otherwise acquired or created by division 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, in each case, such longer period of time as Administrative Agent may approve in its sole discretion), or (b) any Permitted JV Investment Subsidiary. Notwithstanding the above, the Administrative Agent may in its sole discretion extend the scope of subclause (B) in clauses (a)(ii), (a)(iv) and (a)(v) of this definition to any Shell Subsidiary who is a direct or indirect, wholly-owned Subsidiary of a Permitted JV Investment Subsidiary and who is identified by the Administrative Agent in writing as being subject to such extended scope.

“ 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

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 Term A-4 Loans, August 22, 2025, as such date may be extended in accordance with Section 3.6 , (f) the Multi-Draw Term Loan credit facility, December 1, 2024, as such date may be extended in accordance with Section 3.6 , and (g) 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, Creek Pine Holdings, Creek Management, Triple T GP, CTT Employee, and any wholly-owned, Domestic Subsidiary of the Borrower which after the Amendment Effective Date, pursuant to a Joinder Agreement, becomes a party hereto as a Loan Party and a Subsidiary Guarantor and becomes a party to the Security Agreement and the Pledge Agreement as a grantor, 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 A-4 Loan ” is defined in Section 2.1.1(a)(iv) .

“ Term A-4 Loan Commitment ” means, for each Term A-4 Loan Lender, the commitment to make a Term A-4 Loan to the Borrower on the Amendment 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-4 Loan Lender ” means each Lender with a Term A-4 Loan Commitment or holding Term A-4 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-4 Loan Note ” means a promissory note of the Borrower that is payable to any Term A-4 Loan Lender, substantially in the form of Exhibit A-4 attached hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from outstanding Term A-4 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, the Term A-3 Loan or the Term A-4 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:

(A) resolutions of its board of directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;

(B) each Organizational Document of each such Timber Manager; and

(C) the incumbency and signatures of each officer (including each Authorized Officer) of each such Timber Manager that is authorized to act with respect to each Loan Document executed by it;

(D) good standing certificates for each jurisdiction where portions of the Timberland for which such Timber Manager has been appointed a manager is located and the jurisdiction where such Timber Manager is organized; and

(e) all other reasonably requests of the Administrative Agent made with respect to such Timber Manager or the Timberland Operating Agreements subject to clause (a) of this definition.

“ Timber Manager Subordination Agreement ” means, collectively, (i) that certain Timber Manager Subordination Agreement (Waycross, Georgia), dated as of April 11, 2014, among the Administrative Agent, for the benefit of itself and the other Lender Parties, FRC, Timberlands II, the Borrower, and CatchMark TRS Subsidiary, (ii) that certain Timber Manager Subordination Agreement (Panola, Texas), dated as of April 11, 2014, among the Administrative Agent, for the benefit of itself and the other Lender Parties, FRC, Timberlands II, the Borrower, and CatchMark HBU, (iii) that certain Amended and Restated Timber Manager Subordination Agreement, dated as of July 15, 2016, among the Administrative Agent, for the benefit of itself and the other Lender Parties, AFM, the Borrower, CatchMark TRS Subsidiary II, CatchMark HBU, CatchMark Southern Timberlands, and CatchMark SC, and (iv) that certain Amended and Restated Timber Manager Subordination Agreement, dated as of July 15, 2016, among the Administrative Agent, for the benefit of itself and the other Lender Parties, FRC, the Borrower, Timberlands II, CatchMark TRS Subsidiary, CatchMark HBU, CatchMark Texas LP, CatchMark SC, CatchMark TRS Subsidiary II, and CatchMark Southern Timberlands and each other subordination agreement regarding any Timberland Operating Agreement, among each relevant Loan Party, the Administrative Agent, and the applicable Timber Manager, in form and substance acceptable to the Administrative Agent in its sole discretion.

“ Timberland Operating Agreement ” means, collectively, each operating agreement among the relevant Loan Parties and the relevant Timber Manager, pursuant to which the relevant Loan Parties appoint a Timber Manager as a manager for certain Timberlands, in form and substance reasonably acceptable to the Administrative Agent.

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

“ Timberlands II ” means Timberlands II, LLC, a Delaware limited liability company.

“ Transaction Agreements ” means each instrument, document or agreement pursuant to which any Subsidiary Guarantor acquires any Real Property or conveys in fee simple or lease, timber deed, sublease or license any Real Property.

“ Transaction Documents ” means (a) the Supply Agreements, and (b) the Transaction Agreements, in each case, together with all schedules and exhibits thereto, and each other instrument or document executed and delivered pursuant to or in connection with any Supply Agreements or any Transaction Agreements, and the various assignment and assumption agreements and deed contemplated under any of the Supply Agreements or any of the Transaction Agreements.

“ Triple T GP ” means Triple T GP, LLC, a Delaware limited liability company.

“ TRS Subsidiary ” means any Subsidiary of CatchMark TRS 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 TRS.

“ U . C . C . ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“ U . S . Person ” means any Person that is a “United States Person” as identified in Subsection 7701(a)(30) of the Code.

“ U . S . Tax Compliance Certificate ” has the meaning assigned to such term in Section 4.6(f)(ii)(B)(3) .

“ United States ” or “ U . S . ” means the United States of America, its fifty States and the District of Columbia.

“ Unrestricted Timber Subsidiary ” means any wholly-owned, Domestic Subsidiary (other than a Permitted Joint Venture, CatchMark Holder, the Borrower, and any of their Subsidiaries), acquired or organized or created by division by CatchMark Timber for the purpose of consummating an Unrestricted Timber Transaction, provided that (a) each such direct Subsidiary of CatchMark Timber shall act as an intermediate holding company performing substantially the same functions as the Borrower in connection with such Unrestricted Timber Transaction, (b) each such Subsidiary satisfies the requirements set forth in the definition of “Unrestricted Timber Transaction” and (c) prior to or concurrent with the establishing or acquiring or creating by division of any Unrestricted Timber Subsidiaries, CatchMark Timber shall (i) give written notice of the same to the Administrative Agent, (ii) if requested by the Administrative Agent, promptly deliver copies of the formation and governing documents of such Unrestricted Timber Subsidiaries, (iii) provide such other information or documentation as may be reasonably requested by the Administrative Agent in connection therewith.

“ Unrestricted Timber Transaction ” means purchase or acquisition in fee simple or by lease, sublease or license of Domestic real property (either through the purchase of assets or the purchase of Equity Interests of any Person that owns such assets) for the purpose of harvesting timber thereon, provided that (a) each such transaction is consummated and conducted exclusively by Unrestricted Timber Subsidiaries; (b) each such Unrestricted Timber Subsidiary has been capitalized solely through amounts contributed by CatchMark Timber or another Unrestricted Timber Subsidiary; (c) CatchMark Timber shall not in any respect be subject to any material restriction or obligation imposed by, or provide any additional material benefits to, the lenders providing any financing with respect to such transaction, in each case without complying with Section 7.2.19 ; (d) all the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made, provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard; (e) all obligations in connection with each such transaction are Non-Recourse; (f) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to the consummation of each such transaction; (g) each such transaction shall be consummated in all material respects in accordance with Law and (h) no Material Adverse Effect could reasonably be expected to result from the consummation of each such transaction.

“ Unsecured Real Property ” means any Real Property (a) acquired by any Subsidiary Guarantor and for which, prior to the acquisition of such Real Property (or such later date as the Administrative Agent may agree to in its sole discretion), the Borrower has delivered to the Administrative Agent written notice that such Subsidiary Guarantor has elected to acquire such Real Property on an unsecured basis; provided that , if such Subsidiary Guarantor subsequently elects to comply with all of the requirements of Section 7.1.9 with respect to such Real Property, such Real Property shall cease to be an Unsecured Real Property upon the fulfillment of all such requirements (unless any such requirement is waived by the Administrative Agent in its sole discretion) to the satisfaction of the Administrative Agent in its sole discretion or (b) designated in writing by the Landholder as Unsecured Real Property, so long as (i) after giving Pro Forma Effect to the designation of such Real Property as Unsecured Real Property, the aggregate Cost Basis for all Unsecured Real Property as of the date of such designation (calculated after giving Pro Forma Effect to such designation) is less than 5% of the aggregate Value of the Timberlands, (ii), if requested by the Administrative Agent, the Loan Parties deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower (A) setting forth the calculations demonstrating compliance with clause (b) of the proviso to this definition, and (B) certifying that no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such designation, and (iii) the Administrative Agent agrees in writing in its sole discretion to the designation of such Real Property as Unsecured Real Property.

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“ Value of the Timberlands ” means (a) with respect to the Real Property, the appraised value thereof as determined by the most recently delivered appraisals or appraisal updates, including any appraisal delivered pursuant to Section 5.2. 2 or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or ( w) ; provided , however , that such value shall be reduced upon any one or more Dispositions of Real Property in the aggregate in excess of 1.5% of the aggregate Value of the Timberlands since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or ( w ) and may be increased upon any one or more acquisitions of any Real Property in the aggregate in excess of 1.5% of the aggregate Value of the Timberlands since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or ( w ), in each case, as such value is calculated and reported by the Landholders in accordance with Section 7.1.11(x) and (w) plus (b) the Aggregate Modified Permitted JV Value of the Timberlands.

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

“ Withholding Agent ” means any Loan Party and Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 2.2 Use of Defined Terms . Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and each other Loan Document.

SECTION 2.3 Certain Rules of Construction . References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any Law herein shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time and any successor Law and any rules, regulations or other Law related thereto, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, subaccounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party or any Subsidiary of any Loan Party, such words are intended to signify that a member of management or officer or member of the board of directors of such Loan Party or such Subsidiary has actual knowledge or awareness of a particular fact or circumstance or a member of management or officer or director of such Loan Party or such Subsidiary, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. For purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding.” Any reference to a Loan Party or any other Person that is an individual as “it” shall refer to such Loan Party or other Person in his or her individual capacity. Unless the context otherwise requires, “issuance,” “issue,” “issued” or similar terms shall in reference to any Letter of Credit be deemed to include any issuance of or any increase, extension or renewal any Letter of Credit under this Agreement. Unless the context otherwise requires, “acquire,” “acquisition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any acquisition in fee simple or by lease, timber deed, sublease or license of any such Real Property. Unless the context otherwise requires, “sale,” “disposition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any sublease of any such Real Property. (For the avoidance of doubt, the parties hereto note that a “Transaction Clearing Account” is not a deposit, securities or commodities account or subaccount but a book entry system used by CoBank to track credits and debits to various InvestLine Accounts of a Person over the course of a single Business Day.)

SECTION 2.4 Accounting Principles . Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 7.1.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided , however , that all accounting terms used in Section 7.2.4 (and all defined terms used in the definition of any accounting term used in Section 7.2.4 ) has the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.1.20 . In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 7.2.4 , then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with CatchMark Timber’s financial statements at that time; provided that until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of any Loan Party and any Subsidiary of any Loan Party shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

SECTION 2.5 Rounding . Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 2.6 Letter of Credit Amounts . Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or in the written request or application for such Letter of Credit or agreement regarding such the Letter of Credit (at the time specified therefor in such applicable Letter of Credit or such request, application or agreement and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).

SECTION 2.7 Administration of Rates . The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto.

ARTICLE III
FUNDING OF LOANS

SECTION 3.1 Amount and Terms of Loans .

SECTION 3.1.1 The Loans .

(a) Term Loans .

(A) Term A-1 Loans . The Term A-1 Loan Lenders previously lent to the Borrower the Term A-1 Loans and the outstanding principal balance thereof shall be continued as Loans made under and governed by this Agreement. Amounts outstanding under the Term A-1 Loan that are repaid or prepaid may not be reborrowed.

(B) Term A-2 Loans . On the terms and subject to the conditions of this Agreement (including Article V ), each Term A-2 Loan Lender severally agrees to make, on the Effective Date, one loan (each, a “ Term A-2 Loan ” and, collectively for all the Term A-2 Loan Lenders, the “ Term A-2 Loans ”) to the Borrower in such principal amount equal to the lesser of (A) such Lender’s Term A-2 Loan Commitment and (B) such Lender’s Percentage of the aggregate amount of the Borrowing of Term A-2 Loans requested by the Borrower to be made on the Effective Date. Amounts outstanding under the Term A-2 Loan that are repaid or prepaid may not be reborrowed. The proceeds of all Term A-2 Loans shall be used solely for the purposes described in Section 4.10(a) .

(C) Term A-3 Loans . On the terms and subject to the conditions of this Agreement (including Article V ), each Term A-3 Loan Lender severally agrees to make, on the Effective Date, one loan (each, a “ Term A-3 Loan ” and, collectively for all the Term A-3 Loan Lenders, the “ Term A-3 Loans ”) to the Borrower in such principal amount equal to the lesser of (A) such Lender’s Term A-3 Loan Commitment and (B) such Lender’s Percentage of the aggregate amount of the Borrowing of Term A-3 Loans requested by the Borrower to be made on the Effective Date. Amounts outstanding under the Term A-3 Loan that are repaid or prepaid may not be reborrowed. The proceeds of all Term A-3 Loans shall be used solely for the purposes described in Section 4.10(a) .

(D) Term A-4 Loans . On the terms and subject to the conditions of the 2018 Increase Amendment and this Agreement (including Article V ), each Term A-4 Loan Lender severally agrees to make, on the Amendment Effective Date, one loan (each, a “ Term A-4 Loan ” and, collectively for all the Term A-4 Loan Lenders, the “ Term A-4 Loans ”) to the Borrower in such principal amount equal to the lesser of (A) such Lender’s Term A-4 Loan Commitment and (B) such Lender’s Percentage of the aggregate amount of the Borrowing of Term A-4 Loans requested by the Borrower to be made on the Effective Date. Amounts outstanding under the Term A-4 Loan that are repaid or prepaid may not be reborrowed. The proceeds of all Term A-4 Loans shall be used solely for the purposes described in Section 4.10(a) .

(E) Borrowing Procedures . The Borrower shall request the Term A-4 Loan Lenders, to make the applicable Term Loans by delivering to the Administrative Agent, by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 A.M. (New York City time), (i) one (1) Business Day prior to the expected Effective Date with respect to LIBOR Loans; provided , however , that no Term Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date; and (ii) one (1) Business Day prior to the expected Effective Date with respect to Base Rate Loans, a duly completed and executed, irrevocable Borrowing Request. All (x) Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000 (other than in the case of a borrowing in the amount of the entire remaining Term Loan A-4 Commitment), and (y) LIBOR Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000 (other than in the case of a borrowing in the amount of the entire remaining Term Loan A-4 Commitment).

(b) Incremental Term Loans . The Borrower and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to the Administrative Agent (each such Lender, an “ Incremental Term Loan Lender ”), may agree, upon at least thirty (30) days’ prior notice to the Administrative Agent (or such shorter period of time as the Administrative Agent may agree to in its sole discretion), that such Incremental Term Loan Lenders shall make one or more additional term loan credit facilities available to the Borrower under this Section 2.1.1(b) (each an “ Incremental Term Loan Facility ” and collectively, the “ Incremental Term Loan Facilities ”; each commitment thereunder an “ Incremental Term Loan Commitment ” and collectively, the “ Incremental Term Loan Commitments ”; and the loans thereunder, each an “ Incremental Term Loan ” and collectively, the “ Incremental Term Loans ”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan or Incremental Term Loan Commitment shall be documented by an amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions of the Incremental Term Loan Facility, which amendment, supplement or restatement shall be signed by the Borrower, the Administrative Agent, and the Incremental Term Loan Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed the Maximum Incremental Amount; (ii) the Stated Maturity Date of any Incremental Term Loan shall be on or after the Stated Maturity Date for the Term A-1 Loans, determined as of the initial funding date for such Incremental Term Loans; (iii) no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to result after giving Pro Forma Effect to any Incremental Term Loan; (iv) 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 Incremental Term Loan; (v) the proceeds of any Incremental Term Loan shall be used solely for the purposes described in Section 4.10 ; (vi) to the extent Section 4.10 permits any proceeds of any Incremental Term Loan to be used to acquire any additional Real Property, each of the conditions set forth in Sections 5.2.1 , 5.2.2 , and 5.3 shall be fulfilled to the satisfaction of the Administrative Agent; (vii) the weighted average life of any Incremental Term Loan shall be equal to or greater than the remaining weighted average life of the Term A-1 Loans, determined as of the initial funding date for such Incremental Term Loan; (viii) to the extent that the applicable interest rate margin on any Incremental Term Loan exceeds by more than 0.25% the applicable interest rate margin for the Term A-3 Loans, determined as of the initial funding date for such Incremental Term Loan, (A) the applicable interest rate margin for the Term A-3 Loans shall be increased so that the applicable interest rate margin for such Incremental Term Loan does not exceed the applicable interest rate margin for the Term A-3 Loans by more than 0.25% and (B) the applicable interest rate margin for each of the other credit facilities existing on such date shall be increased by the same amount of basis points as the Term A-3 Loans are so increased, if any; (ix) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder; (x) the aggregate of any original issue discount or upfront fees applicable to any such Incremental Term Loans shall not be more than 1% of the principal amount of such Incremental Term Loans; and (xi) 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 Incremental Term Loans.

(A) Revolving Loan Commitment . On the terms and subject to the conditions of this Agreement (including Article V ), from time to time on any Business Day occurring on or after the Effective Date and prior to the Revolving Loan Commitment Termination Date (the “ Revolving Availability Period ”), each Revolving Lender severally agrees to make loans (relative to such Revolving Lender, its “ Revolving Loans ”) to the Borrower equal to such Revolving Lender’s Percentage of the aggregate amount of the Borrowing of the Revolving Loans requested by the Borrower to be made on such day. The commitment of each Revolving Lender described in this clause (c)(i) is herein referred to as its “ Revolving Loan Commitment .” On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans.

(B) Revolver Increase.

(A) Upon satisfaction of the conditions precedent set forth in the definition of Revolver Increase and effective as of the date specified in writing by the Administrative Agent, the Revolving Loan Commitment Amount may be increased in the aggregate by the lesser of (1) $15,000,000 and (2) the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Revolver Increase. Lenders shall have no obligation and no right to participate in any Revolver Increase.

(B) The Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Loans of certain Revolving Lenders and obtain additional Revolving Loans from other Revolving Lenders, in each case, to the extent necessary so that all Revolving Lenders participate in outstanding Revolving Loans ratably, on the basis of their respective Revolving Loan Commitment Amounts, after giving effect to the increase in the aggregate Revolving Loan Commitment Amounts effected by implementation of the Revolver Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B) . Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3 .

(C) Each Revolving Lender participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit (Revolver) equal to its Percentage of such Letter of Credit (Revolver) and the participation of each other Revolving Lender in such Letter of Credit (Revolver) shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit (Revolver) and accrued interest thereon as described in Section 2.1.2(a)(iii) , and (3) will be deemed to have purchased a participation in each then outstanding Swingline Loan equal to its Percentage of such Swingline Loan and the participation of each other Revolving Lender in such Swingline Loan shall be adjusted accordingly.

(C) Revolving Loan Availability . No Borrowing of Revolving Loans shall be made if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, or (B) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero.

(D) Borrowing Procedures . By delivering a duly completed and executed Borrowing Request to the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 A.M. (New York City time), on a Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that (A) a Base Rate Loan be made not less than one (1) nor more than five (5) Business Days thereafter or that (B) a LIBOR Loan be made not less than three (3) nor more than five (5) Business Days thereafter; provided , however , that no Revolving Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date. All (x) Base Rate Loans shall be made in a minimum amount of $500,000 and an integral multiple of $100,000 or, if less, in the amount of the Available Revolving Facility Commitment, and (y) LIBOR Loans shall be made in a minimum amount of $1,000,000 and an integral multiple of $500,000. The proceeds of all Loans shall be used solely for the purposes described in Section 4.10 .

(d) [ Reserved ].

(e) Swingline Facility .

(A) Swingline Loan Commitment . On the terms and subject to the conditions of this Agreement (including Article V ), during the Revolving Availability Period, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make Swingline Loans to the Borrower in an aggregate principal amount not to exceed the Swingline Loan Commitment; provided , however , unless the Borrower has complied with Section 4.13 , if at any time any Revolving Lender is a Defaulting Lender, the making of Swingline Loans shall be at the sole discretion of the Swingline Lender. On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall reduce the Available Revolving Facility Commitment and the Available Revolving Lender Commitment by the outstanding principal amount of such Swingline Loan.

(B) Swingline Loan Availability . No Borrowing of Swingline Loans shall be made if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, (B) aggregate principal balance of the Swingline Loans exceeds the Swingline Loan Commitment, or (C) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero. If at any time the aggregate principal balance of the Swingline Loans then outstanding exceeds the Swingline Loan Commitment, the Borrower shall be deemed to have requested a Revolving Loan Borrowing in the amount of the difference in the manner and pursuant to the terms of Section 2.1.1(e)(iii) .

(C) Swingline Loan Reimbursement; Etc . Any outstanding Swingline Loan shall be payable by the Borrower on demand by Swingline Lender, a copy of which demand also shall be delivered by Swingline Lender to the Administrative Agent. If the Borrower fails to so reimburse the Swingline Lender on demand, without limiting Swingline Lender’s remedies with respect to the Borrower in the case of any Revolving Lender’s failure to advance under this Section 2.1.1(e)(iii) , the Borrower shall be deemed to have requested the Administrative Agent to make a Revolving Loan in the aggregate amount of the then outstanding Swingline Loans. Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.2.1(e)(iii) . The Administrative Agent shall promptly notify each Revolving Lender of the amount of such payment due and each such Revolving Lender, on the next Business Day, shall deliver to the Administrative Agent an amount equal to its Percentage thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to Swingline Lender such Revolving Lender’s Percentage of each such payment due. In addition to the foregoing, if for any reason any Revolving Lender fails to make payment to Swingline Lender of any amount due under this Section 2.1.1(e)(iii) , such Revolving Lender shall be deemed, at the option of Swingline Lender, to have unconditionally and irrevocably purchased from Swingline Lender, without recourse or warranty, an undivided interest and participation in the applicable Swingline Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Each Revolving Lender acknowledges and agrees that its obligations to fund Revolving Loans and/or to acquire participations pursuant to this Section 2.1.1(e)(iii) in respect of Swingline Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 5.3 . If any Revolving Lender fails to make available to Swingline Lender the amount of such Lender’s Percentage of any payments due as provided in this Section 2.1.1(e)(iii) , the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 by such amount and pay such amount to Swingline Lender. If the Administrative Agent does not so elect or if the funds in such accounts are insufficient, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate. On the Revolving Loan Commitment Termination Date, if not sooner demanded, the Borrower shall repay in full the outstanding principal amount of the Swingline Loans.

(D) Swingline Loan Interest; Payments . All Swingline Loans shall accrue interest from the date made as a Base Rate Loan, at the sum of the Base Rate plus the Applicable Margin, applicable from time to time as provided in Section 3.2 . Until each Revolving Lender funds its Percentage of its Revolving Loan or purchase of a participation pursuant to Section 2.1.1(e)(iii) , interest in respect of the Swingline Loans, of the applicable portions thereof, shall be solely for the account of Swingline Lender. Notwithstanding any other provision of this Agreement, prior to the Revolving Loan Commitment Termination Date, the Borrower shall make all payments of principal and interest in respect of Swingline Loans directly to the Swingline Lender by such method and to such account or place as the Swingline Lender may from time to time designate in writing and the Swingline Lender shall make the funds of the Swingline Loans directly available to the Borrower by such method and to such account or place as the Borrower may from time to time designate in writing. To the extent that the Swingline Lender is not the Administrative Agent, the Swingline Lender shall promptly provide to the Administrative Agent such information as it shall reasonably request with respect to the Swingline Loans.

(E) Borrowing Procedures . By delivering a duly completed and executed Borrowing Request to the Swingline Lender and the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 1:00 P.M. (New York City time), on a Business Day occurring prior to the Revolving Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that a Base Rate Loan be made on such Business Day. All Swingline Loans shall be made in a minimum amount of $250,000 and an integral multiple of $100,000 or, if less, in the unused amount of the Swingline Loan Commitment. The proceeds of all Swingline Loans shall be used solely for the purposes described in Section 4.10 for Revolving Loans; provided that , no Swingline Loan shall be used to refinance any outstanding Swingline Loan.

(F) Cash Management . The Borrower and the Swingline Lender may enter into a cash management agreement (including the CoBank Cash Management Agreement) providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein except as to timing of and minimum and multiple amounts of Swingline Loans as provided in the first two sentences of Section 2.1.1(e)(v) , and which shall be in form and substance reasonably acceptable to the Administrative Agent.

(f) Multi-Draw Term Loan Facility .

(i) On the terms and subject to the conditions of this Agreement (including Article V ), from time to time on any Business Day occurring on or after the Effective Date and prior to the Multi-Draw Term Loan Commitment Termination Date (the “ Multi-Draw Term Loan Availability Period ”), each Multi-Draw Term Loan Lender severally agrees to make loans (relative to such Multi-Draw Term Loan Lender, its “ Multi-Draw Term Loans ”) to the Borrower equal to such Multi-Draw Term Loan Lender’s Percentage of the aggregate amount of the Borrowing of the Multi-Draw Term Loans requested by the Borrower to be made on such day. The commitment of each Multi-Draw Term Loan Lender described in this clause (f)(i) is herein referred to as its “ Multi-Draw Term Loan Commitment .” During the Multi-Draw Term Loan Availability Period and on the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Multi-Draw Term Loans.

(ii) Multi-Draw Term Loan Availability . No Borrowing of Multi-Draw Term Loans shall be made if, after giving effect thereto, (A) the Available MDT Facility Commitment would be less than zero, or (B) the Available MDT Lender Commitment of any Multi-Draw Term Loan Lender would be less than zero.

(iii) Borrowing Procedures . By delivering a duly completed and executed Borrowing Request to the Administrative Agent by facsimile, email or other method of delivery permitted by Section 11.2 on or before 11:00 A.M. (New York City time), on a Business Day occurring prior to the Multi-Draw Term Loan Commitment Termination Date, the Borrower may from time to time irrevocably request that (A) a Base Rate Loan be made not less than one (1) nor more than five (5) Business Days thereafter or that (B) a LIBOR Loan be made not less than three (3) (or such later date as the Administrative Agent may agree to in its sole discretion with respect to any such request solely as to such request) nor more than five (5) Business Days thereafter; provided , however , a LIBOR Loan to be made on the Effective Date may be irrevocably requested not less than one (1) Business Day prior to the Effective Date; provided further , that no Multi-Draw Term Loan shall be made as a LIBOR Loan for an Interest Period extending beyond the Stated Maturity Date. All (x) Base Rate Loans shall be made in a minimum amount of $5,000,000 and an integral multiple of $100,000 or, if less, in the unused amount of the Multi-Draw Term Loan Commitment Amount, and (y) LIBOR Loans shall be made in a minimum amount of $5,000,000 and an integral multiple of $500,000. The proceeds of all Loans shall be used solely for the purposes described in Section 4.10 .

(iv) Multi-Draw Term Loan Increase.

(A) Upon satisfaction of the conditions precedent set forth in the definition of Multi-Draw Term Loan Increase and effective as of the date specified in writing by the Administrative Agent, the Multi-Draw Term Loan Commitment Amount may be increased in the aggregate by the Maximum Incremental Amount. The Administrative Agent shall select and reasonably approve one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them) to participate in any Multi-Draw Term Loan Increase. Lenders shall have no obligation and no right to participate in any Multi-Draw Term Loan Increase.

(B) The Borrower shall in coordination with the Administrative Agent repay outstanding Multi-Draw Term Loans of certain Multi-Draw Term Loan Lenders and obtain additional Multi-Draw Term Loans from other Multi-Draw Term Loan Lenders, in each case, to the extent necessary so that all Multi-Draw Term Loan Lenders participate in outstanding Multi-Draw Term Loans ratably, on the basis of their respective Multi-Draw Term Loan Commitment Amounts, after giving effect to the increase in the aggregate Multi-Draw Term Loan Commitment Amounts effected by implementation of the Multi-Draw Term Loan Increase. The Lender Parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (B) . Any repayments made pursuant to this clause (B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 4.4 and 11.3 .

(C) Each Multi-Draw Term Loan Lender participating in the Multi-Draw Term Loan Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit (MDT) equal to its Percentage of such Letter of Credit (MDT) and the participation of each other Multi-Draw Term Loan Lender in such Letter of Credit (MDT) shall be adjusted accordingly, and (2) will acquire (and will pay to the Administrative Agent, for the account of each other Multi-Draw Term Loan Lender, in immediately available funds, an amount equal to) its Percentage of all outstanding unreimbursed payments by any Issuing Lender under any Letter of Credit (MDT) and accrued interest thereon as described in Section 2.1.2(b)(iii) .

SECTION 3.1.2 Letters of Credit .

(a) Letter of Credit (Revolver) Facility .

(A) Letters of Credit (Revolver) . The Revolving Loan Commitments may, in addition to advances as Revolving Loans and Swingline Loans, be utilized, upon the request of the Borrower, for the issuance of irrevocable standby or trade letters of credit in United States dollars (individually, a “ Letter of Credit (Revolver) ” and, collectively, the “ Letters of Credit (Revolver) ”) by an Issuing Lender (Revolver) for the account of any Loan Party or Shell Subsidiary (other than a Permitted JV Investment Subsidiary and any Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary). Immediately upon the issuance by an Issuing Lender (Revolver) of a Letter of Credit (Revolver), and without further action on the part of the Administrative Agent or any Lenders, each Lender shall be deemed to have purchased from such Issuing Lender a participation in such Letter of Credit (Revolver) equal to such Lender’s Percentage of the Revolving Loan Commitment of the aggregate amount available to be drawn under such Letter of Credit (Revolver). Unless collateralized as provided in Section 4.14 , each Letter of Credit (Revolver) shall reduce the amount available under the Revolving Loan Commitments by the Letter of Credit Usage with respect to such Letter of Credit (Revolver).

(B) Availability . No Letter of Credit shall be issued, renewed, extended or increased if, after giving effect thereto, (A) the Available Revolving Facility Commitment would be less than zero, (B) Aggregate Letter of Credit (Revolver) Usage would exceed the Letter of Credit (Revolver) Sublimit, or (C) the Available Revolving Lender Commitment of any Revolving Lender would be less than zero. If at any time the Aggregate Letter of Credit (Revolver) Usage exceeds the Letter of Credit (Revolver) Sublimit, the Borrower shall reduce the Aggregate Letter of Credit (Revolver) Usage by providing collateral for the Letter of Credit Liability corresponding to such excess Aggregate Letter of Credit (Revolver) Usage in the manner set forth in Section 4.14 to the extent required to eliminate such excess.

(C) Reimbursement . The Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse each Issuing Lender (Revolver) in immediately available funds for any amounts paid by such Issuing Lender (Revolver) with respect to any Letter of Credit (Revolver) issued hereunder. Upon receipt from the beneficiary of any Letter of Credit (Revolver) of any notice of drawing under such Letter of Credit (Revolver), the Issuing Lender (Revolver) shall notify the Borrower and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the date of any payment by any Issuing Lender (Revolver) under a Letter of Credit (Revolver) (or if notice is not provided to the Borrower of such drawing prior to such time, not later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), the Borrower shall reimburse such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans at Base Rate on such day (or days if the next immediately succeeding day is not a Business Day)). If the Borrower fails to so reimburse the applicable Issuing Lender by such time, the Borrower shall be deemed to have requested a Revolving Loan (not a Swingline Loan) in the amount of the payment made by such Issuing Lender with respect to such Letter of Credit (Revolver). All amounts paid by an Issuing Lender (Revolver) with respect to any Letter of Credit (Revolver) that are not repaid by the Borrower as required by this Section 2.1.2(a)(iii) , or that are not repaid with a Revolving Loan shall bear interest at the sum of the Base Rate plus the highest Applicable Margin for Revolving Loans at Base Rate plus 2%. Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.1.2(a)(iii) . In the event the Borrower fails to reimburse an Issuing Lender (Revolver) in full for any payment in respect of a Letter of Credit (Revolver) issued hereunder, the Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolving Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of the aggregate Revolving Loan Commitments in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender (Revolver) upon demand by such Issuing Lender such Lender’s Percentage of each payment made by such Issuing Lender in respect of a Letter of Credit (Revolver) and not immediately reimbursed by the Borrower. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.2(a)(iii) in respect of Letters of Credit (Revolver) and to make the payments to each Issuing Lender (Revolver) required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 5.3 . If any Revolving Lender fails to make available to an Issuing Lender (Revolver) the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit (Revolver) as provided in this Section 2.1.2(a)(iii) , the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.

(b) Letters of Credit (MDT) Facility .

(A) Letters of Credit (MDT) . The Multi-Draw Term Loan Commitments may, in addition to advances as Multi-Draw Term Loans, be utilized, upon the request of the Borrower, for the issuance of irrevocable standby or trade letters of credit in United States dollars (individually, a “ Letter of Credit (MDT) ” and, collectively, the “ Letters of Credit (MDT) ”) by an Issuing Lender (MDT) for the account of any Loan Party or Shell Subsidiary (including any Permitted JV Investment Subsidiary). Immediately upon the issuance by an Issuing Lender (MDT) of a Letter of Credit (MDT), and without further action on the part of the Administrative Agent or any Lenders, each Lender shall be deemed to have purchased from such Issuing Lender a participation in such Letter of Credit (MDT) equal to such Lender’s Percentage of the Multi-Draw Term Loan Commitment of the aggregate amount available to be drawn under such Letter of Credit (MDT). Unless collateralized as provided in Section 4.14 , each Letter of Credit (MDT) shall reduce the amount available under the Multi-Draw Term Loan Commitments by the Letter of Credit Usage with respect to such Letter of Credit (MDT).

(B) Availability . No Letter of Credit (MDT) shall be issued, renewed, extended or increased if, after giving effect thereto, (A) the Available MDT Facility Commitment would be less than zero, (B) Aggregate Letter of Credit (MDT) Usage would exceed the Letter of Credit (MDT) Sublimit, or (C) the Available MDT Lender Commitment of any Multi-Draw Term Loan Lender would be less than zero. If at any time the Aggregate Letter of Credit (MDT) Usage exceeds the Letter of Credit (MDT) Sublimit, the Borrower shall reduce the Aggregate Letter of Credit (MDT) Usage by providing collateral for the Letter of Credit Liability corresponding to such excess Aggregate Letter of Credit (MDT) Usage in the manner set forth in Section 4.14 to the extent required to eliminate such excess.

(C) Reimbursement . The Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse each Issuing Lender (MDT) in immediately available funds for any amounts paid by such Issuing Lender with respect to any Letter of Credit (MDT) issued hereunder. Upon receipt from the beneficiary of any Letter of Credit (MDT) of any notice of drawing under such Letter of Credit (MDT), the Issuing Lender (MDT) shall notify the Borrower and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the date of any payment by any Issuing Lender (MDT) under a Letter of Credit (MDT) (or if notice is not provided to the Borrower of such drawing prior to such time, not later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), the Borrower shall reimburse such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Multi-Draw Term Loans at Base Rate on such day (or days if the next immediately succeeding day is not a Business Day)). If the Borrower fails to so reimburse the applicable Issuing Lender (MDT) by such time, the Borrower shall be deemed to have requested a Multi-Draw Term Loan in the amount of the payment made by such Issuing Lender with respect to such Letter of Credit (MDT). All amounts paid by an Issuing Lender (MDT) with respect to any Letter of Credit (MDT) that are not repaid by the Borrower as required by this Section 2.1.2(b)(iii) , or that are not repaid with a Multi-Draw Term Loan shall bear interest at the sum of the Base Rate plus the highest Applicable Margin for Multi-Draw Term Loans at Base Rate plus 2%. Each Multi-Draw Term Loan Lender agrees to fund its Percentage of any Multi-Draw Term Loan made pursuant to this Section 2.1.2(b)(iii) . In the event the Borrower fails to reimburse an Issuing Lender (MDT) in full for any payment in respect of a Letter of Credit (MDT) issued hereunder, the Administrative Agent shall promptly notify each Multi-Draw Term Loan Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Multi-Draw Term Loan Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of the aggregate Multi-Draw Term Loan Commitments in same day funds. Each Multi-Draw Term Loan Lender hereby absolutely and unconditionally agrees to pay to each Issuing Lender (MDT) upon demand by such Issuing Lender such Lender’s Percentage of each payment made by such Issuing Lender in respect of a Letter of Credit (MDT) and not immediately reimbursed by the Borrower. Each Multi-Draw Term Loan Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.2(b)(iii) in respect of Letters of Credit (MDT) and to make the payments to each Issuing Lender (MDT) required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 5.3 . If any Multi-Draw Term Loan Lender fails to make available to an Issuing Lender (MDT) the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit (MDT) as provided in this Section 2.1.2(b)(iii) , the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be entitled to recover such amount on demand from such Multi-Draw Term Loan Lender together with interest at the Base Rate.

(A) Conditions of Issuance of Letters of Credit . In addition to all other terms and conditions set forth in this Agreement, the issuance by an Issuing Lender of any Letter of Credit shall be subject to the conditions precedent that the Letter of Credit shall be in such form, be for such amount, and contain such terms and conditions as are reasonably satisfactory to the Administrative Agent and such Issuing Lender. The expiration date of each Letter of Credit must be on a date which is the earlier of (A) (1) for a standby Letter of Credit, one (1) calendar year from its date of issuance, but may, by its terms, be automatically renewable annually unless such Issuing Lender has notified the Borrower on or prior to the date for notice of terminations set forth in such Letter of Credit but in any event at least thirty (30) days prior to the date of automatic renewal of its election not to renew such Letter of Credit and (2) for a trade Letter of Credit, 180 days for its date of issuance, and (B) the 30th day before the Stated Maturity Date for the Revolving Loan Commitments or the Multi-Draw Term Loan Commitments, as applicable, or such later date as agreed to by both the Administrative Agent and the applicable Issuing Lender, in their sole discretion.

(B) Request for Letters of Credit . The Borrower must give the Administrative Agent at least three (3) Business Days’ prior notice (or such shorter period of time as the Administrative Agent and the applicable Issuing Lender shall agree to in their sole discretion), which notice will be irrevocable, specifying the date a Letter of Credit is requested to be issued and the requested amount, identifying the beneficiary, stating whether the Letter of Credit will be a standby or trade Letter of Credit, stating whether the Letter of Credit will be a Letter of Credit (Revolver) or a Letter of Credit (MDT), and describing the nature of the transactions proposed to be supported thereby. Any notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit to be provided by the applicable Issuing Lender. The Borrower must also complete any application procedures and documents required by an Issuing Lender in connection with the issuance of any Letter of Credit, including a certificate regarding Borrower’s compliance with the provisions of Section 5.3 of this Agreement.

(C) Borrower Obligations Absolute . The obligations of the Borrower under this Section 2.1.2 are irrevocable, will remain in full force and effect until the Issuing Lenders and Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit, shall be absolute and unconditional, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid in accordance with the terms and conditions of this Agreement under all circumstances, including, any of the following circumstances, except where caused by the gross negligence or willful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction:

(A) Any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit;

(B) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not any Loan Party or any Subsidiary of any Loan Party or any other Person has notice or knowledge thereof;

(C) The existence of any claim, setoff, defense or other right that any Loan Party or any Subsidiary of any Loan Party or any other Person may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any Subsidiary of any Loan Party and the beneficiary named in any such Letter of Credit);

(D) Any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any errors in translation or in interpretation of technical terms;

(E) Payment under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit;

(F) Any defense based upon the failure of any drawing under any Letter of Credit to conform to the terms of such Letter of Credit ( provided , that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any non-application or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;

(G) The exchange, release, surrender or impairment of any collateral or other security for the obligations;

(H) The occurrence of any Default or Event of Default; or

(I) Any other circumstance or event whatsoever, including, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party, any Subsidiary of any Loan Party or any guarantor or other surety.

Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Subsidiary of any Loan Party or any other Person.

(D) Obligations of Issuing Lenders . Each Issuing Lender (other than the Administrative Agent) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided the Administrative Agent with notice specifying the amount and intended issuance date of such Letter of Credit and the Administrative Agent has returned a written acknowledgment of such notice to such Issuing Lender. Each of the Issuing Lenders and the Administrative Agent agrees to provide such notices and acknowledgement promptly upon the Borrower’s request for a Letter of Credit provided such request satisfies all of the requirements provided herein. Each Issuing Lender (other than the Administrative Agent) further agrees to provide to the Administrative Agent: (A) a copy of each Letter of Credit issued by such Issuing Lender promptly after its issuance; (B) a monthly report summarizing available amounts under Letters of Credit issued by such Issuing Lender, the dates and amounts of any draws under such Letters of Credit, the effective date of any increase or decrease in the face amount of any Letters of Credit during such month and the amount of any unreimbursed draws under such Letters of Credit; and (C) such additional information reasonably requested by the Administrative Agent from time to time with respect to the Letters of Credit issued by such Issuing Lender.

(E) UCP and ISP . The Uniform Customs and Practice for Documentary Credits as most recently published from time to time by the International Chamber of Commerce (the “ UCP ”) is hereby incorporated in this Agreement with respect to trade Letters of Credit and shall be deemed incorporated by this reference into each trade Letter of Credit issued pursuant to this Agreement. The terms and conditions of the UCP shall be binding with respect to trade Letters of Credit on the parties to this Agreement and each beneficiary of any trade Letter of Credit issued pursuant to this Agreement. The International Standby Practices as most recently published from time to time by the International Chamber of Commerce (the “ ISP ”) is hereby incorporated in this Agreement with respect to standby Letters of Credit and shall be deemed incorporated by this reference into each standby Letter of Credit issued pursuant to this Agreement. The terms and conditions of the ISP shall be binding with respect to standby Letters of Credit on the parties to this Agreement and each beneficiary of any standby Letter of Credit issued pursuant to this Agreement. Notwithstanding the above, upon the request of the Borrower, in the sole discretion of the Administrative Agent and the applicable Issuing Lender, a standby Letter of Credit may expressly incorporate the UCP and the UCP is hereby incorporated in this Agreement with respect to such standby Letters of Credit. Furthermore, the terms and conditions of the UCP shall be binding with respect to such standby Letters of Credit on the parties to this Agreement and each beneficiary of such standby Letter of Credit issued pursuant to this Agreement.

(F) Illegality . If, at any time, it becomes unlawful for an Issuing Lender to comply with any of its obligations under any Letter of Credit (including as a result of any Sanctions), the obligations of such Issuing Lender with respect to such Letter of Credit shall be suspended (and all corresponding rights shall cease to accrue) until such time as it may again become lawful for such Issuing Lender to comply with its obligations under such Letter of Credit, and such Issuing Lender shall not be liable for any losses that any Loan Party, any Subsidiary of any Loan Party or any other Person may incur as a result of such suspension.

SECTION 3.1.3 Disbursement of Funds under the Loans . The Administrative Agent shall promptly notify each applicable Lender of its receipt of a Borrowing Request, the amount required to be funded by each such Lender and when such amount must be funded. On the terms and subject to the conditions of this Agreement, each Borrowing shall be made on the Business Day specified in such Borrowing Request. On or before 1:00 P.M. (New York City time) on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. Nothing in this Section 2.1.3 or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

SECTION 3.2 Notes; Updated Schedule II .

(a) The Borrower hereby unconditionally promises to pay, to the order of each of the Lenders, the Administrative Agent, the Issuing Lenders and the Swingline Lenders, as applicable, the Loans and other Obligations as provided in this Agreement and the other Loan Documents. Upon the request of any applicable Lender, the Borrower shall execute and deliver to such Lender a separate Note for each applicable Term Loan, Multi-Draw Term Loan or Revolving Loan, each dated as of the Effective Date, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Commitment or Loan, as applicable. Upon the request of any applicable Lender, the Borrower shall execute and deliver to such Lender a separate Note for each applicable Incremental Term Loan Facility, each dated as of the closing date of such Incremental Term Loan Facility, or, if later, the date of such request, in the principal amount of such Lender’s Percentage of such Incremental Term Loan Commitment or Incremental Term Loan, as applicable. Upon Swingline Lender’s request, the Borrower shall execute and deliver to Swingline Lender a Swingline Note, dated as of the Effective Date, or, if later, the date of such request, in the amount of the Swingline Loan Commitment.

(b) The Notes issued to each Lender pursuant to clause ( a ) shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or such Lender’s assigns, (iii) be in the stated principal amount equal to the Loan made by such Lender on date of such Note or the principal amount of such Lender’s pro rata share of the applicable Commitment, (iv) be payable as provided in Section 3.1 , (v) accrue interest as provided in Section 3.2 and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(c) Each Lender shall record in its records the amount and date of each Loan made by such Lender to the Borrower, and each repayment of such Lender’s Loans. The aggregate unpaid principal amount so recorded shall, absent manifest error, be conclusive evidence of the principal amount of the Loan owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Borrower hereunder or under any Note to repay the principal amount of all Loans hereunder, together with interest accruing thereon.

(d) The Administrative Agent may from time to time deliver to the Borrower and the Lenders an updated Schedule II hereto reflecting any Incremental Term Loan Facilities permitted by Section 2.1.1(b) , any Revolver Increase permitted by Section 2.1.1(c)(ii) , or any Multi-Draw Term Loan Increase permitted by Section 2.1.1(f)(iv) .

SECTION 3.3 Continuation and Conversion Elections . By delivering a Continuation/Conversion Notice to the Administrative Agent by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2 , on or before 11:00 A.M. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2 , with respect to any LIBOR Loan at least three (3) Business Days (but not more than five (5) Business Days) before the last day of the then current Interest Period with respect thereto, such Loan shall, on such last day, automatically convert to a Base Rate Loans); provided , however , that (a) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, (b) upon a Commitment Termination Event or, at the election of the Administrative Agent or the Required Lenders, upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans may be continued as, or be converted to, LIBOR Loans, (c) no Loans may be continued as, or be converted into, LIBOR Loans for an Interest Period extending beyond the Stated Maturity Date and (d) with respect to the LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than one date, this clause shall only apply to those Loans with an Interest Period ending on one particular date and no other date).

ARTICLE IV
PAYMENTS, INTEREST AND FEES

SECTION 4.1 Repayments and Prepayments . The Loans shall be repaid as set forth in this Section.

SECTION 4.1.1 Voluntary Prepayments; Commitment Reductions .

(a) Prior to the Stated Maturity Date, the Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided , however , that:

(A) all such voluntary prepayments shall require notice on or before 11:00 A.M. (New York City time) not less than one (1) nor more than five (5) Business Days’ in advance of any prepayment of any Loan (or such shorter or longer period as the Administrative Agent may agree to in its reasonable discretion); and

(B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000 (or in the case of Swingline Loans, an aggregate minimum amount of $250,000 and an integral multiple of $100,000) or, if less, the aggregate principal amount of the relevant Loans outstanding hereunder.

(b) The Borrower may, from time to time on any Business Day after the Effective Date, voluntarily reduce the unused amount of any Commitment, the Swingline Loan Commitment, the Letter of Credit (Revolver) Sublimit and the Letter of Credit (MDT) Sublimit; provided , however , that (i) all such reductions shall be made on not less than one (1) nor more than five (5) Business Days’ prior notice to the Administrative Agent and be permanent, (ii) any partial reduction of the unused amount of such Commitment, Swingline Loan Commitment, Letter of Credit (Revolver) Sublimit or Letter of Credit (MDT) Sublimit shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and (iii) the applicable Loans shall have been prepaid to the extent required by Section 3.1.2 or pursuant to Section 4.12(c) or the Letter of Credit Liability corresponding to such Aggregate Letter of Credit (Revolver) Usage or Aggregate Letter of Credit (MDT) Usage, as applicable, shall have been collateralized in accordance with Section 4.14 .

SECTION 4.1.2 Mandatory Repayments and Prepayments .

(a) Stated Maturity Date . On the Stated Maturity Date, the Borrower shall repay in full the then aggregate outstanding principal amount of each Loan.

(b) Mandatory Prepayments from Certain Sources .

(A) Equity Raises Net Proceeds . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of such Equity Raises Net Proceeds by any Loan Party or Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to the Equity Raises Net Proceeds; provided , however , if no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to the receipt of such Equity Raises Net Proceeds, and to the extent the Loan to Value Ratio does not exceed 42.5%, calculated after giving Pro Forma Effect to the receipt of such Equity Raises Net Proceeds and proposed uses thereof (to the extent such proceeds are applied to such proposed uses within 10 days after receipt), the Borrower shall not be obligated to repay the Loans and other Obligations in an amount equal to the Equity Raises Net Proceeds to the extent (A) (i) such proceeds were raised by CatchMark Timber for the purpose of capitalizing an Unrestricted Timber Subsidiary in connection with consummating an Unrestricted Timber Transaction or for the purpose of making an Investment in a Permitted JV Investment Subsidiary or Permitted Joint Venture permitted under Section 7.2.5(a)(vii) and (ii) promptly upon receipt of such proceeds (and in any event within 10 days after receipt by CatchMark Timber or any other Loan Party or any Subsidiary of any Loan Party), a Financial Officer of the Borrower shall provide certification as to the purpose of the equity issuance and such other information regarding the same as the Administrative Agent may reasonably request, or (B) such proceeds are promptly used to fund the acquisition of additional Real Property by a Subsidiary Guarantor which Real Property shall be subject to the Lien of the Administrative Agent and which acquisition is otherwise permitted pursuant to the terms and provisions of this Agreement.

(B) Proceeds of Other Indebtedness . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of any net cash proceeds of any Indebtedness other than Indebtedness permitted by Section 7.2.2 by any Loan Party or any Subsidiary of any Loan Party (other than Unrestricted Timber Subsidiaries), the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such net cash proceeds.

(C) Collateral Insurance Proceeds . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of any Collateral Insurance Proceeds by any Loan Party or any Subsidiary of any Loan Party or any other property or casualty insurance proceeds by any Loan Party or any Subsidiary of any Loan Party (other than Unrestricted Timber Subsidiaries), the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such Collateral Insurance Proceeds or such other property or casualty insurance proceeds; provided , however , if no Default or Event of Default has occurred and is continuing and to the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of such Collateral Insurance Proceeds or such other property or casualty insurance proceeds, does not exceed 42.5%, the Borrower shall not be obligated to repay the Loans and other Obligations in an amount equal to such Collateral Insurance Proceeds or such other property or casualty insurance proceeds to the extent that (A) all such Collateral Insurance Proceeds or such other property or casualty insurance proceeds do not exceed $5,000,000 in the aggregate after the Effective Date and over the remaining term of this Agreement, (B) all such Collateral Insurance Proceeds are applied to repair or replace the lost, damaged or destroyed Collateral within 180 days of receipt of such Collateral Insurance Proceeds by any Loan Party or Subsidiary of any Loan Party, and (C) all other property or casualty insurance proceeds are applied to assets used or useful to the business of any of the Loan Parties within 180 days of receipt of such other property or casualty insurance proceeds by any Loan Party or any Subsidiary of any Loan Party (other than Unrestricted Timber Subsidiaries).

(D) [Reserved] .

(E) Timber Lease Termination Proceeds . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of any Timber Lease Termination Proceeds by any Loan Party or any Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such Timber Lease Termination Proceeds; provided , however , if no Default or Event of Default has occurred and is continuing and to the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of Timber Lease Termination Proceeds and such Disposition, does not exceed 42.5%, the Borrower shall not be obligated to repay the Loans and other Obligations (A) to the extent the Timber Lease Termination Proceeds do not exceed 0.5% of the aggregate Value of the Timberlands (calculated as of the date such Timber Lease Termination Proceeds are received) in connection with the termination of a single PLM Lease or a single portion of the LTC Lease or any other Timber Lease and (B) all such Timber Lease Termination Proceeds do not exceed 1.5% of the aggregate Value of the Timberlands (calculated as of the date each such Timber Lease Termination Proceeds are received) in the aggregate after the Effective Date and over the remaining term of this Agreement.

(F) Net Permitted Joint Venture Disposition Proceeds . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of any Net Permitted Joint Venture Disposition Proceeds by any Loan Party or any Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such Net Permitted Joint Venture Disposition Proceeds; provided , however , if no Default or Event of Default has occurred and is continuing and to the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of such Net Permitted Joint Venture Disposition Proceeds and such Disposition, does not exceed 42.5%, the Borrower shall not be required to repay the Loans and other Obligations to the extent such Net Permitted Joint Venture Disposition Proceeds are used within 270 days of receipt of the Net Permitted Joint Venture Disposition Proceeds (or such later date as may be agreed to by a Subsidiary Guarantor, in each case, by the Administrative Agent in its sole discretion), for acquisitions of additional Real Property or other Investments in Permitted Joint Ventures by a Loan Party, in each case, subject to the Lien of the Administrative Agent and otherwise permitted pursuant to the terms and provisions of this Agreement.

(G) Net Real Property Disposition Proceeds . Subject to Section 3.1.2(b)(viii) , immediately upon receipt of any Net Real Property Disposition Proceeds by any Loan Party or any Subsidiary of any Loan Party, the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such Net Real Property Disposition Proceeds; provided , however , if no Default or Event of Default has occurred and is continuing,

(A) the Borrower shall not be required to repay the Loans and other Obligations with Net Real Property Disposition Proceeds from a Normal Operating Real Property Disposition until the aggregate of all Net Real Property Disposition Proceeds received in any Fiscal Year from all Normal Operating Real Property Dispositions exceeds 2% of the aggregate Value of the Timberlands (calculated as of the date such Net Real Property Disposition Proceeds are received); provided that , none of the Net Real Property Disposition Proceeds shall be used to fund dividends, distributions or other payments permitted pursuant to Section 7.2.6(x) , (y) or (z) of this Agreement; and

(B) and to the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of such Net Real Property Disposition Proceeds and such Disposition, does not exceed 42.5%, the Borrower shall not be required to repay the Loans and other Obligations with Net Real Property Disposition Proceeds from a Large Real Property Disposition to the extent such Net Real Property Disposition Proceeds are used, within 270 days of receipt of the Net Real Property Disposition Proceeds (or such later date as may be agreed to by the Administrative Agent in its sole discretion), for acquisitions of additional Real Property by a Subsidiary Guarantor which Real Property shall be subject to the Lien of the Administrative Agent and which acquisition is otherwise permitted pursuant to the terms and provisions of this Agreement.

(H) Authorized Delay . If no Default or Event of Default has occurred and is continuing, upon the written request of the Borrower, the Administrative Agent may in its sole discretion (or upon the direction of the Required Lenders (such direction given in their sole discretion) shall) authorize the Borrower to delay making the repayments required by Section 3.1.2(b)(i) , (ii) , (iii) , (v) , (vi) and (vii) until such time as the Administrative Agent determines in its sole discretion that no liabilities for the Borrower under Section 4.4 would result or such liabilities would be materially reduced (it being agreed that during such period of authorized delay such amount shall be cash collateralized in such amounts and on such terms and conditions as are acceptable to the Administrative Agent in its sole discretion).

(c) Multi-Draw Term Loan . The Borrower shall, on each date when the Available MDT Facility Commitment is less than zero, repay the Multi-Draw Term Loans or reduce the Aggregate Letter of Credit (MDT) Usage until they have paid in or collateralized an amount equal to such deficit.

(d) Acceleration . The Borrower shall, immediately upon any acceleration of the Stated Maturity Date of any Loans or Letters of Credit pursuant to Section 8.2 or Section 8.3 , repay all (or if only a portion is accelerated thereunder, such portion of) the Loans then outstanding and reduce the Aggregate Letter of Credit (Revolver) Usage and Aggregate Letter of Credit (MDT) Usage to zero.

(e) Incremental Term Loans . The Borrower shall repay the aggregate outstanding balance of any Incremental Term Loans as provided in the amendment or supplement to this Agreement documenting such Incremental Term Loans; provided , however , that the Borrower shall repay the aggregate amount outstanding under any Incremental Term Loans in full on the Stated Maturity Date.

(f) Revolving Loans . The Borrower shall, on each date when the Available Revolving Facility Commitment is less than zero, repay the Revolving Loans, Swingline Loans or reduce the Aggregate Letter of Credit (Revolver) Usage until they have paid in or collateralized an amount equal to such deficit. During the Multi-Draw Term Loan Availability Period, within five (5) Business Days (or such later date as the Administrative Agent shall agree in its sole discretion but, in any event, within 90 days) of the aggregate outstanding principal amount of the Revolver Real Property Acquisition Loans equaling $5,000,000, the Borrower shall repay all such outstanding Revolver Real Property Acquisition Loans in an amount equal to the lesser of (i) all such outstanding Revolver Real Property Acquisition Loans and (ii) the Available MDT Facility Commitment.

SECTION 4.1.3 Application of Payments .

(a) Application to Loans . Each prepayment of any Loans made pursuant to Section 3.1.2(b)(i), (ii) , (iii) , (v) , (vi) , or (vii) shall be applied as follows: first, to the outstanding balance of any Multi-Draw Term Loans; and second, after any Multi-Draw Term Loans have been paid in full, pro rata to the outstanding balance of any Incremental Term Loans (if and when applicable); and third, after any Incremental Term Loans (if and when applicable) have been paid in full, pro rata to the outstanding balance of the Term Loans; and fourth, after the Term Loans have been paid in full, to the outstanding balance of any Swingline Loans; and fifth, after any Swingline Loans have been paid in full, to the outstanding balance of any Revolving Loans; and sixth, after any Revolving Loans have been paid in full, pro rata to reduce the Aggregate Letter of Credit (Revolver) Usage and the Aggregate Letter of Credit (MDT) Usage by providing collateral pursuant to Section 4.14 .

(b) [ reserved ].

(c) Application of Commitment Reductions to Revolving Loan Commitment . If any reduction in the Revolving Loan Commitments would cause the Revolving Loan Commitments to be less than the sum of the Swingline Loan Commitment and/or the Letter of Credit (Revolver) Sublimit, then, unless an Event of Default has occurred and is continuing, the Borrower shall reduce the Swingline Loan Commitment or the Letter of Credit (Revolver) Sublimit upon such reduction of the Revolving Loan Commitment such that the sum of the Swingline Loan Commitment and the Letter of Credit (Revolver) Sublimit does not exceed the Revolving Loan Commitments.

(d) Application of Voluntary Prepayment . Unless an Event of Default has occurred and is continuing, each prepayment of any Loans made pursuant to Section 3.1.1 shall be applied among the Loans as the Borrower may direct. If the Borrower fails to direct the application of any prepayment of any Loans made pursuant to Section 3.1.1 , such prepayment shall be applied first , to the prepayment of any Swingline Loans; second , after any Swingline Loans have been paid in full, to the prepayment of any Revolving Loans; third , after any Revolving Loans have been paid in full, pro rata to the outstanding balance of any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable); fourth , after any Multi-Draw Term Loans and any Incremental Term Loans (if and when applicable) have been paid in full, pro rata to the outstanding balance of the Term Loans; and fifth , after the Term Loans have been paid in full, pro rata to reduce the Aggregate Letter of Credit (Revolver) Usage and the Aggregate Letter of Credit (MDT) Usage by providing collateral pursuant to Section 4.14 .

(e) Installments; Interest Rate; Penalties . Any repayment of any Loans made pursuant to Sections 3.1.1 and 3.1.2 and applied to the Term Loans, any Multi-Draw Term Loans, or any Incremental Term Loans shall be applied to the principal installments in the inverse order of maturity. All payments made pursuant to Sections 3.1.1 and 3.1.2 shall first be applied to Base Rate Loans or LIBOR Loans, as the Borrower shall direct in writing and, in the absence of such direction, shall first be applied to Base Rate Loans and then to LIBOR Loans as the Administrative Agent shall elect. Each prepayment of any Loans made pursuant to this Section 3.1 (and assignments pursuant to Section 4.5 or Section 11.11 ) shall, except as provided in Section 4.4 , be without premium or penalty and be accompanied by the payment of accrued and unpaid interest on the amount prepaid.

(f) Application of Prepayment to Revolving Loans . For the purposes of calculating the aggregate outstanding principal amount of the Revolver Real Property Acquisition Loans, each prepayment for any Revolving Loans shall be deemed applied as follows: first, to any Borrowing of Revolving Loans not identified as Revolver Real Property Acquisition Loans in the applicable Borrowing Request; and, second, after all Revolving Loans not identified as Revolver Real Property Acquisition Loans have been paid in full, to any Borrowing of Revolving Loans identified as Revolver Real Property Acquisition Loans in the applicable Borrowing Request; provided that , any prepayment of Revolver Real Property Acquisition Loans financed with the proceeds of a Borrowing of Multi-Draw Term Loans or of Incremental Term Loans shall be deemed applied to the outstanding Revolver Real Property Acquisition Loans.

SECTION 4.2 Interest Provisions . Interest on the outstanding principal amount of Loans shall, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, accrue and be payable in accordance with this Section.

SECTION 4.2.1 Interest Rates .

Subject to Section 3.2.2 , the Borrower may elect, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice:

(a) a Borrowing of Loans that accrue interest at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin; and

(b) a Borrowing of Loans that accrue interest at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin;

provided , that any Incremental Term Loans shall accrue interest as provided in the amendment, supplement or restatement of this Agreement evidencing such Incremental Term Loans; provided further , any Borrowing of a Swingline Loan must be at the rate described in clause (a) .

SECTION 4.2.2 Post-Default Rates . Upon a Commitment Termination Event or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay, but only to the extent permitted by Law, 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) (i) on the Loans at a rate per annum equal to the applicable interest rate then in effect (inclusive of the highest Applicable Margin) with respect to such Loans plus 2.00% per annum and (ii) on all other Obligations that are past due at a rate per annum equal to the Base Rate plus the highest Applicable Margin for Revolving Loans at Base Rate plus 2.00%.

SECTION 4.2.3 Interest Payment Dates . Interest accrued on each Loan shall be paid as follows:

(a) on the Stated Maturity Date therefor;

(b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid;

(c) on the last day of each applicable Interest Period and, if interest on the Loans is accruing at the Base Rate, on each Quarterly Payment Date and, if interest on the Loans is accruing at LIBOR and the Interest Period is longer than three months, on the three-month anniversary of the first day of the applicable Interest Period; and

(d) on that portion of any Loans the Stated Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

SECTION 4.2.4 Cost of Funds True Up . The Borrower, each Lender and each other party to this Agreement acknowledge that LIBOR may not represent the true cost of funds incurred by the Lenders in connection with making LIBOR Loans available to the Borrower. In recognition of the foregoing, each party to this Agreement agrees that, with respect to each successive Reset Date for Multi-Draw Term Loans, Term A-2 Loans, Term A-3 Loans and Term A-4 Loans bearing interest at LIBOR, the Administrative Agent shall (i) determine the difference (in basis points), if any, between the Current Cost of Funds as of such Reset Date and the Effective Date Cost of Funds (or with respect to the Term A-4 Loans, the Amendment Effective Date Cost of Funds) and (ii) apply such difference (in a like amount of basis points) as an increase (if the Current Cost of Funds as of such Reset Date exceeds the Effective Date Cost of Funds or Amendment Effective Date Cost of Funds, as applicable) or decrease (if the Effective Date Cost of Funds or Amendment Effective Date Cost of Funds, as applicable, exceeds the Current Cost of Funds as of such Reset Date), as applicable, to LIBOR, which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the earlier of (x) the next Reset Date and (y) repayment in full of all Loans and other outstanding Obligations under the Loan Documents.

SECTION 4.3 Revolver Commitment Fee . The Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Revolving Lender (other than each Revolving Lender that is a Defaulting Lender), for the period (including any portion thereof when the Revolving Loan Commitment is not available to be borrowed by reason of the Borrower’s inability to satisfy any condition of Article V ) commencing on the Effective Date and continuing through the Revolving Loan Commitment Termination Date, a commitment fee (the “ Revolver Commitment Fee ”) at the Applicable Margin on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount (calculated for the Swingline Lender as all Revolving Loan Commitment Amounts, minus the aggregate outstanding principal of all Revolving Loans, minus the aggregate outstanding principal of all Swingline Loans, minus the face amount of each outstanding Letter of Credit (Revolver); and calculated for all Lenders other than the Swingline Lender as all Revolving Loan Commitment Amounts minus the aggregate outstanding principal of all Revolving Loans minus the face amount of each outstanding Letter of Credit (Revolver)) during the Fiscal Quarter ending immediately prior to the applicable Quarterly Payment Date (without taking into account that portion of Revolving Loan Commitment Amount attributable to such Defaulting Lender). Such commitment fees are non-refundable and shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Revolving Loan Commitment Termination Date.

SECTION 4.4 Multi-Draw Term Loan Commitment Fee . The Borrower agrees to pay to the Administrative Agent, for the pro rata account of each Multi-Draw Term Loan Lender (other than each Multi-Draw Term Loan Lender that is a Defaulting Lender), for the period (including any portion thereof when the Multi-Draw Term Loan Commitment is not available to be borrowed by reason of the Borrower’s inability to satisfy any condition of Article V ) commencing on the Effective Date and continuing through the Multi-Draw Term Loan Commitment Termination Date, a commitment fee (the “ Multi-Draw Term Loan Commitment Fee ”) at the Applicable Margin on such Lender’s Percentage of the average daily unused portion of the Multi-Draw Term Loan Commitment Amount (calculated for all Lenders as all Multi-Draw Term Loan Commitment Amounts minus the aggregate principal amount of all Multi-Draw Term Loans minus the face amount of each outstanding Letter of Credit (MDT)) during the Fiscal Quarter ending immediately prior to the applicable Quarterly Payment Date (without taking into account that portion of the Multi-Draw Term Loan Commitment Amount attributable to such Defaulting Lender). Such commitment fees are non-refundable and shall be payable by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Effective Date, and on the Multi-Draw Term Loan Commitment Termination Date.

SECTION 4.5 Letter of Credit Fees .

SECTION 4.5.1 Letter of Credit (Revolver) Lenders . From the Effective Date, the Borrower shall pay the Administrative Agent for the account of all Revolving Lenders that are not Defaulting Lenders with respect to which any Issuing Lender (Revolver) has exercised the right to require Cash Collateralization pursuant to Section 4.13 from the Borrower or such Defaulting Lender (based upon their respective Percentages) a fee for each Letter of Credit (Revolver) from the date of issuance to the date of termination in an amount equal to the Applicable Margin for Revolving Loans at LIBOR per annum multiplied by the undrawn face amount of such Letter of Credit (Revolver), calculated for the actual number of days elapsed. Such fee shall be payable to the Administrative Agent for the benefit of all Lenders committed to make Revolving Loans (based upon their respective Percentages). Such fee is to be paid quarterly in arrears on the Quarterly Payment Date and the termination of the Letter of Credit (Revolver).

SECTION 4.5.2 Letter of Credit (MDT) Lenders . From the Effective Date, the Borrower shall pay the Administrative Agent for the account of all Multi-Draw Term Loan Lenders that are not Defaulting Lenders with respect to which any Issuing Lender (MDT) has exercised the right to require Cash Collateralization pursuant to Section 4.13 from the Borrower or such Defaulting Lender (based upon their respective Percentages) a fee for each Letter of Credit (MDT) from the date of issuance to the date of termination in an amount equal to the Applicable Margin for Multi-Draw Term Loans at LIBOR per annum multiplied by the undrawn face amount of such Letter of Credit (MDT), calculated for the actual number of days elapsed. Such fee shall be payable to the Administrative Agent for the benefit of all Lenders committed to make Multi-Draw Term Loans (based upon their respective Percentages). Such fee is to be paid quarterly in arrears on the Quarterly Payment Date and the termination of the Letter of Credit (MDT).

SECTION 4.5.3 Letter of Credit Issuing Lender. With respect to each Letter of Credit, Borrower shall also pay Administrative Agent, for the benefit of the Issuing Lender issuing such Letter of Credit, an issuance fee equal to the greater of (a) $1,000, or (b) 0.125% of the face amount of such Letter of Credit, which amount shall be paid upon the date of issuance and, if the expiration date of such Letter of Credit is later than one (1) calendar year from its date of issuance (whether pursuant to the original terms of the Letter of Credit or pursuant to a renewal, extension or other modification), upon each anniversary of the date of issuance during the term of such Letter of Credit, as well as such Issuing Lender’s then in effect customary administrative fees and administrative expenses payable with respect to such Letter of Credit as such Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), renewal, extension, assignment or transfer (if any), negotiation or administration of such Letter of Credit.

SECTION 4.6 Extension of Stated Maturity Date .

SECTION 4.6.1 Requests for Extension . The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender to any credit facility or credit facilities, as the Borrower shall specify in its notice to the Administrative Agent, extend such Lender’s Stated Maturity Date then in effect hereunder with respect to such credit facility or credit facilities (the “ Existing Stated Maturity Date ”) for a period of time from the Existing Stated Maturity Date, as the Borrower shall specify in its notice to the Administrative Agent.

SECTION 4.6.2 Lender Elections to Extend . Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given no later than the date (the “ Notice Date ”) that is 30 days after the date of the Borrower’s notice to the Administrative Agent (or, if such date is not a Business Day, on the next preceding Business Day), advise the Administrative Agent whether or not such Lender agrees to such extension or extensions (and each Lender that determines not to so extend its Stated Maturity Date with respect to any such credit facility (a “ Non‑Extending Lender ”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non‑Extending Lender). The election of any Lender to agree to such extension or extensions shall not obligate any other Lender to so agree.

SECTION 4.6.3 Notification by Administrative Agent . The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 3.6 with respect to each specified credit facility no later than the date 45 days after the date of the Borrower’s notice to the Administrative Agent (or, if such date is not a Business Day, on the next preceding Business Day).

SECTION 4.6.4 Additional Commitment Lenders . The Borrower shall have the right to replace each Non‑Extending Lender with, and add as “ Lenders ” under this Agreement in place thereof, one or more Eligible Assignees (each, an “ Additional Commitment Lender ”), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption or similar agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the extension of the Existing Stated Maturity Date, undertake a Commitment or Loan (and, if any such Additional Commitment Lender is already a Lender, its Commitment or Loan shall be in addition to such Lender’s Commitment or Loan hereunder on such date) with respect to such specified credit facility.

SECTION 4.6.5 Extension Requirement . If (and only if) the total of the Commitments (in the case of the Revolving Loan credit facility and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility) plus the then outstanding principal amount of the Loans (in the case of the Term Loan credit facilities and, on and after the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility and any Incremental Term Loan Facility) of the Lenders that have agreed so to extend their Existing Stated Maturity Date and the additional Commitments of the Additional Commitment Lenders equal the aggregate amount of the Commitments (in the case of the Revolving Loan credit facility and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility) and the then outstanding principal amount of the Loans (in the case of Term Loan credit facilities, and, prior to the Multi-Draw Term Loan Commitment Termination Date, the Multi-Draw Term Loan credit facility and any Incremental Term Loan Facility) in effect immediately prior to the extension of the Existing Stated Maturity Date, then, effective as of the extension of the Existing Stated Maturity Date, the Existing Stated Maturity Date of each extending Lender and of each Additional Commitment Lender shall be extended by the period of time specified in the Borrower’s notice to the Administrative Agent after the Existing Stated Maturity Date (except that, if such date is not a Business Day, such Existing Stated Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.

SECTION 4.6.6 Conditions to Effectiveness of Extensions . Notwithstanding the foregoing, the extension of the Existing Stated Maturity Date pursuant to this Section 3.6 shall not be effective with respect to any Lender unless:

(a) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving Pro Forma Effect thereto;

(b) the representations and warranties contained in this Agreement are true and correct in all material respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date; provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard;

(c) with respect to any request for an extension of the Existing Stated Maturity Date of the Revolving Loan credit facility, any Issuing Lender (Revolver) and the Swingline Lender shall have consented to such extension of the Revolving Loan Commitments, to the extent that such extension of the Revolving Loan Commitments provides for the issuance or extension of Letters of Credit (Revolver) by such Issuing Lender (Revolver) or making of Swingline Loans by such Swingline Lender at any time during the extended period;

(d) with respect to any request for an extension of the Existing Stated Maturity Date of the Multi-Draw Term Loan credit facility, any Issuing Lender (MDT) shall have consented to such extension of the Multi-Draw Term Loan Commitments, to the extent that such extension of the Multi-Draw Term Loan Commitments provides for the issuance or extension of Letters of Credit (MDT) by such Issuing Lender (MDT) at any time during the extended period;

(e) on or before the extension of the Existing Stated Maturity Date, (1) the Borrower shall have replaced each Non-Extending Lender as provided in Section 3.6.4 and (2) the Borrower shall have paid in full any amounts owing to such Non-Extending Lender hereunder after giving effect to such replacement; and

(f) the terms of such extended Commitments and extended Loans shall comply with Section 3.6.7 .

SECTION 4.6.7 Terms . The terms of each extension of the Existing Stated Maturity Date of each credit facility or credit facilities shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (a) the final maturity date of any extended Commitments or extended Loans shall be no earlier than the Existing Stated Maturity Date with respect to such credit facility, (b) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended Commitment and extended Loans shall be determined by the Borrower and the applicable extending Lenders, and (c) the terms of the extended Commitments or extended Loans, as applicable, shall be substantially identical to the terms set forth herein (except as set forth in clauses (a) through (b) above) other than any terms applicable only after the maturity of all other credit facilities.

SECTION 4.6.8 Extension Amendment . In connection with any extension of the Existing Stated Maturity Date of any credit facility or credit facilities, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the extension of the Existing Stated Maturity Date of any credit facility or credit facilities, in form and substance satisfactory to the Borrower and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each extension of the Existing Stated Maturity Date of any credit facility or credit facilities. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such extension of the Existing Stated Maturity Date of any credit facility or credit facilities on terms consistent with this Section 3.6 .

ARTICLE V
YIELD PROTECTION, TAXES AND RELATED PROVISIONS

SECTION 5.1 Eurodollar Rate Lending Unlawful . If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower) that any Change in Law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to accrue interest on the Loans at LIBOR, the obligations of the Lenders to continue to accrue interest on the Loans at LIBOR shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all Loans shall automatically, at the end of the then current Interest Period, continue to accrue interest at the Base Rate.

SECTION 5.2 LIBOR Unavailability .

(a) Inability to Determine Rates . If (i) the Administrative Agent shall have determined or been instructed by the Required Lenders that adequate means do not exist for adequately and fairly determining the cost to the Lenders or that LIBOR does not adequately cover the costs of such Lenders of making or maintaining LIBOR Loans or calculating the same or (ii) the LIBOR Scheduled Unavailability Date has occurred then, upon notice from the Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders under Article II to make or continue any Loans as, or to convert any Loans into, LIBOR Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(b) LIBOR Replacement Rate . Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without limiting Section 4.2(a) above, if the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) shall have determined (which determination likewise shall be final and conclusive and binding upon all parties hereto absent manifest error), that (i) the circumstances described in Section 4.2(a)(i) have arisen and that such circumstances are unlikely to be temporary, (ii) the relevant administrator of LIBOR or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining interest rates for loans in the applicable currency (such specific date, the “ LIBOR Scheduled Unavailability Date ”), or (iii) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that include language similar to that contained in this Section 4.2(b) , are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace LIBOR for determining interest rates for loans in the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate rate of interest, giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative rates of interest (any such proposed rate, a “ LIBOR Replacement Rate ”), and make such other related changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 4.2(b) ( provided , that any definition of the LIBOR Replacement Rate shall specify that in no event shall such LIBOR Replacement Rate be less than zero for purposes of this Agreement) and any such amendment shall become effective at 3:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. The LIBOR Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent and the Borrower (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders). For the avoidance of doubt, the parties hereto agree that unless and until a LIBOR Replacement Rate is determined and an amendment to this Agreement is entered into to effect the provisions of this Section 4.2(b) , if the circumstances under clauses (i) and (ii) of this Section 4.2(b) exist, the provisions of Section 4.2(a) shall apply.

SECTION 5.3 Capital Adequacy and Other Adjustments .

(a) Increased Costs, Generally . If any Change in Law shall:

(A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or any Issuing Lender;

(B) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(C) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or any Loan made by any Lender or any Letter of Credit participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or other Recipient, the Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or Issuing Lender determines that any Change in Law affecting such Lender of Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered.

(c) Certificates of Reimbursement . A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section and delivered to the Borrower (with a copy to the Administrative Agent), shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 5.4 Funding Losses . In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender) as a result of any Loan or Letter of Credit not being made in accordance with a Borrowing Request, the Interest Period of any Loan not being continued in accordance with the Continuation/Conversion Notice therefor or any repayment or prepayment of the principal amount of any Loans or Letters of Credit on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 , Section 4.1 , Section 4.2 , Article VIII or any assignment pursuant to Section 4.5 or otherwise then, upon the notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall promptly (and, in any event, within three (3) Business Days of receipt of such notice) pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. For the purpose of calculating amounts payable to a Lender under this Section, each Lender shall be deemed to have actually funded its relevant Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that Loan and having a maturity comparable to the relevant Interest Period; provided , that each Lender may fund each of its Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section.

SECTION 5.5 Mitigation Obligations; Replacement of Lender .

(a) Designation of Different Lending Office . If any Lender requests compensation under Section 4.3 , or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6 , then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.3 or Section 4.6 , as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 4.3 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.6 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.11 ), all of its interests, rights (other than its existing rights to payments pursuant to the Loan Documents) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(A) The Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.11 ;

(B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit Liabilities, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 11.3 , Section 4.4 and Section 3.1 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(C) in the case of any such assignment resulting from a claim for compensation under Section 4.3 or payments required to be made pursuant to Section 4.6 , such assignment will result in a reduction in such compensation or payments thereafter;

(D) such assignment does not conflict with Law; and

(E) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

Other than with respect to a Non-Extending Lender who qualifies as a Non-Consenting Lender under clause (b) of the definition of such term, a Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 5.6 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Law. If any Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower . The Borrower shall timely pay to the relevant Governmental Authority in accordance with Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Loan Parties . The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.11(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d) .

(e) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 4.6 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders.

(A) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Law or reasonably requested by the Borrower or Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 4.6 (f)(ii)(A) , (B) , (C) and (D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(B) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

executed originals of IRS Form W-8ECI;

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 4.6 (A) to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.6 (B) or Exhibit 4.6 (C) , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 4.6 (D) on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.6 (including by the payment of additional amounts pursuant to this Section 4.6 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 4.6 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 5.7 Payments, Interest Calculations, etc .

(a) Unless otherwise expressly provided, all payments by the Borrower pursuant to or in respect of this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment; provided , however , (i) in the case of any Revolving Lender being a Defaulting Lender due to failure to fund, the Administrative Agent shall be entitled to set off the funding shortfall against such Defaulting Lender’s respective share of all payments received from the Borrower, and (ii) in the case of any Multi-Draw Term Loan Lender being a Defaulting Lender due to failure to fund, the Administrative Agent shall be entitled to set off the funding shortfall against such Defaulting Lender’s respective share of all payments received from the Borrower. All such payments required to be made to the Administrative Agent shall be made without setoff, deduction or counterclaim, not later than 11:00 A.M. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day and any applicable interest shall continue to accrue thereon. The Administrative Agent shall promptly remit (and, in any event, on the same Business Day as received by the Administrative Agent is so received on or prior to 11:00 A.M. (New York City time)) in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender.

(b) All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. If a Loan is repaid on the same day it is made one day’s interest shall be charged. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (b) of the definition of “ Interest Period ”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

(c) The Administrative Agent is authorized to charge any account maintained by any of the Loan Parties with it for any Obligations owing to it or any of the Lender Parties.

(d) Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 5.8 Sharing of Payments .

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Percentage thereof as provided herein (other than pursuant to Section 4.5(b) ), then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Liabilities to any assignee or participant, other than to the Loan Parties or any Subsidiary thereof (as to which the provisions of this clause shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. This Section 4.8 shall not apply to any action taken by any Farm Credit Lender with respect to any Farm Credit Equities held by the Borrower.

SECTION 5.9 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Lender or any such Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Lender or their respective Affiliates, irrespective of whether or not such Lender, Issuing Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such Issuing Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 4.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender or its respective Affiliates may have. Each Lender and Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 5.10 Use of Proceeds .

(a) Term Loans . The Term A-1 Loans reflect the remaining outstanding balance of “Term Loan” indebtedness under the Existing Credit Agreement. The proceeds of the Term A-2 Loans and the Term A-3 Loan shall be used solely to refinance the outstanding balance of the Multi-Draw Term Loans under the Existing Credit Agreement concurrent with the effectiveness of this Agreement. The proceeds of the Term A-4 Loan Credit Facility shall be used solely to refinance a portion of the Multi-Draw Term Loan Facility outstanding prior to the Amendment Effective Date.

(b) Revolving Loans . The proceeds of any Revolving Loans (including the proceeds of any Revolver Increase) shall be used (i) for general working capital, (ii) to reimburse payments of drafts under Letters of Credit (Revolver) for the account of any Loan Party or Shell Subsidiary (other than a Permitted JV Investment Subsidiary and any Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary) (A) in connection with the acquisition of any additional Real Property and (B) for other general corporate purposes (other than in connection with an acquisition of any JV Real Property by any Permitted Joint Venture), (iii) to fund cash earnest money deposits made by any Loan Party in connection with the acquisition of any additional Real Property in an amount that together with any other Credit Support provided with respect to such acquisition does not exceed the Permitted Escrow Amount with respect to such acquisition, (iv) to fund Revolver Real Property Acquisition Loans in an amount not to exceed $5,000,000 in the aggregate at any one time, and (v) for other general corporate purposes. If applicable, the existing “Revolving Loans” and “Letters of Credit” under and as defined in the Existing Credit Agreement shall be continued hereunder as “Revolving Loans” and “Letters of Credit (Revolver)” hereunder and as defined herein.

(c) Multi-Draw Term Loan . The proceeds of any Multi-Draw Term Loans (including the proceeds of any Multi-Draw Term Loan Increase) shall be used solely: (i) to reimburse payments of drafts under Letters of Credit (MDT) for the account of any Loan Party or Shell Subsidiary (including any Permitted JV Investment Subsidiary) and to fund cash earnest money deposits made by any Loan Party, in each case, (A) in connection with the proposed acquisition of any additional Real Property or JV Real Property, or Investment in any proposed Permitted Joint Venture or Permitted JV Investment Subsidiary and (B) in an amount that (1) together with any other Credit Support provided with respect to such acquisition or Investment does not exceed the Permitted Escrow Amount with respect to such acquisition or Investment and (2) does not exceed $30,000,000 in the aggregate at any time (calculated as Letters of Credit Usage for all Letters of Credit (MDT) plus all outstanding cash earnest money deposits made by any Loan Party in connection with the acquisition of Real Property or JV Real Property or Investment in any Permitted Joint Venture or Permitted JV Investment Subsidiary funded with Multi-Draw Term Loan proceeds), (ii) finance acquisitions by any Subsidiary Guarantor of (A) additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket transaction costs and expenses related thereto) that will not be designated Unsecured Real Property or (B) additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket transaction costs and expenses related thereto) that will be designated Unsecured Real Property; (iii) refinance Revolver Real Property Acquisition Loans; (iv) reimburse any Subsidiary Guarantor for any Equity Funded Acquisition; (v) to the extent not reimbursed or financed with the proceeds of any Incremental Term Loans, to reimburse or to finance a Financed Equity Repurchase; and (vi) to finance any acquisition or Investment pursuant to Section 7.2.5(a)(vii) or 7.2.8(g) .

(d) Incremental Term Loan . The proceeds of any Incremental Term Loans shall be used solely to (i) finance acquisitions by any Subsidiary Guarantor of additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket transaction costs and expenses related thereto); (ii) to refinance Revolver Real Property Acquisition Loans, (iii) to reimburse any Subsidiary Guarantor for any Equity Funded Acquisition, (iv) to refinance any portion of the Multi-Draw Term Loans, or (v) to the extent not reimbursed or financed with proceeds of any Multi-Draw Term Loan, to finance or reimburse the Financed Equity Repurchase.

SECTION 5.11 Payment Reliance .

(a) Unless the Administrative Agent shall have been notified by a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date in accordance with Section 2.1.3 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Percentage of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its Percentage of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to this Administrative Agent. Nothing in this Section or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligations to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 5.12 Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Law:

(A) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.1 .

(B) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 4.8 or Section 4.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third on a pro rata basis to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 4.13 ; fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a InvestLine Account or deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 4.13 ; sixth , to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Lenders or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (X) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (Y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of or Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable credit facility without giving effect to Section 4.12(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive the fees provided in Section 3.5 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 4.13 .

(C) With respect to any Commitment Fee or fees provided in Section 3.5 not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(D) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 5.3 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause (1) the aggregate Revolving Loans and participations in Letter of Credit Liabilities and Swingline Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Loan Commitment or (2) the aggregate Multi-Draw Term Loans and participations in Letter of Credit Liabilities of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Multi-Draw Term Loan Commitment. Subject to Section 11.25 , no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(E) Cash Collateral, Repayment of Swingline Loans . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Law, (A) first, prepay the Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (B) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 4.13 .

(b) Defaulting Lender Cure . If the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that such Lender will, to the extent applicable, purchase at par (together with any break funding costs the Non-Defaulting Lender may have as a result of such purchase) that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable credit facilities (without giving effect to Section 4.12(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) Reduction of Commitments of Defaulting Lender . The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than fifteen (15) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 4.12(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

(d) New Swingline Loans/Letters of Credit . So long as any Lender is a Defaulting Lender (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

SECTION 5.13 Cash Collateral . At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent, the Swingline Lender or any Issuing Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 4.12(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a) Grant of Security Interest . The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lenders as herein provided (other than Liens permitted pursuant to Section 7.2.3 ), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 4.13 or Section 4.12 in respect of Letters of Credit shall be applied pro rata to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement . Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 4.13 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Lender that there exists excess Cash Collateral; provided that , subject to Section 4.12 , the Person providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

SECTION 5.14 Letter of Credit Liability .

(a) All Letters of Credit .

(A) Upon the occurrence and during the continuance of an Event of Default and at the direction of the Administrative Agent,

(B) in the event any Letters of Credit (Revolver) are outstanding on the Revolving Loan Commitment Termination Date, or

then with respect to all outstanding Letters of Credit, the Borrower shall either (A) deliver to the Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of each such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Liability as of such date with respect to each such Letter of Credit, which letter of credit shall be drawable by the Administrative Agent to reimburse payments of drafts drawn under each such Letter of Credit and to pay any fees and expenses related thereto as and when the same become due and payable or (B) (1) immediately deposit with the Administrative Agent an amount equal to the aggregate outstanding Letter of Credit Liability as of such date to enable the Administrative Agent to make payments under all of the outstanding Letters of Credit when required and such amount shall become immediately due and payable, and (2) prepay the fees payable under Section 3.5 with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower.

(b) Letter of Credit Usage .

(A) In the event the Aggregate Letter of Credit (Revolver) Usage exceeds the Letter of Credit (Revolver) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (Revolver) to eliminate such excess,

(B) In the event the Aggregate Letter of Credit (MDT) Usage exceeds the Letter of Credit (MDT) Sublimit at any time, the Borrower shall reduce the Letter of Credit Usage for a sufficient number of the outstanding Letters of Credit (MDT) to eliminate such excess,

(C) in the event that a mandatory or voluntary prepayment is applied pursuant to Section 3.1.3 to reduce the Aggregate Letter of Credit (Revolver) Usage, the Borrower shall reduce the Aggregate Letter of Credit (Revolver) Usage by the amount of such prepayment,

(D) prior to the Revolving Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit (Revolver), or

(E) prior to the Multi-Draw Term Loan Commitment Termination Date so long as no Event of Default has occurred and is continuing or would reasonably be expected to result therefrom, the Borrower may reduce the Letter of Credit Usage for any Letter of Credit (MDT),

by either (A) delivering to the Administrative Agent for the benefit of all Lenders with a Revolving Loan Commitment or Multi-Draw Term Loan Commitment, as applicable, a letter of credit in United States dollars, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to the Administrative Agent and in an amount equal to 103% of the Letter of Credit Liability as of such date with respect to such Letter of Credit, which letter of credit shall be drawable by the Administrative Agent to reimburse payments of drafts drawn under such Letter of Credit and to pay any fees and expenses related thereto as and when the same become due and payable or (B) (1) depositing with the Administrative Agent an amount equal to the Letter of Credit Liability as of such date for such Letter of Credit to enable the Administrative Agent to make payments under such Letter of Credit when required and such amount shall become immediately due and payable and (2) prepay the fees payable under Section 3.5 with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit, and upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower.

ARTICLE VI
CONDITIONS PRECEDENT TO LOANS

SECTION 6.1 Conditions to Effectiveness . Subject to Section 7.1.20 , the effectiveness of this Agreement shall be subject to the fulfillment of each of the conditions precedent set forth in this Section 5.1 to the satisfaction of each Lender and each Issuing Lender on or prior to the Effective Date.

SECTION 6.1.1 Agreement . The Administrative Agent shall have received this Agreement duly executed by each Lender, the Administrative Agent, each Issuing Lender, the Swingline Lender and an Authorized Officer of each of the Loan Parties.

SECTION 6.1.2 Resolutions, Good Standing, etc .

Each Lender shall have received from each Loan Party a certificate, dated the Effective Date, of its Secretary, Assistant Secretary, General Partner, Member, or Manager, as applicable, as to:

(a) resolutions of its board of directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;

(b) each Organizational Document of each such Loan Party; and

(c) the incumbency and signatures of each officer (including each Authorized Officer) of each such Loan Party that is authorized to act with respect to each Loan Document executed by it;

upon which certificate each Lender Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, General Partner, Member, or Manager of the relevant Loan Party canceling or amending such prior certificate. The Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where the Collateral is located and each other jurisdiction where each Loan Party is organized and is authorized (or should be authorized under Law) to conduct business.

SECTION 6.1.3 Delivery of Notes . To the extent requested, each Lender shall have received its Term A-1 Loan Note, Term A-2 Loan Note, Term A-3 Loan Note, Revolving Note, Multi-Draw Term Note, and Swingline Note, in each case, dated the Effective Date, duly completed as herein provided and duly executed and delivered by an Authorized Officer of the Borrower.

SECTION 6.1.4 Required Consents and Approvals . All required consents and approvals, if any, shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby from (a) all relevant Governmental Authorities and (b) any other Person whose consent or approval is necessary or any Lender deems appropriate to effect such transactions.

SECTION 6.1.5 Opinion of Counsel . The Administrative Agent shall have received legal opinions, dated the Effective Date and addressed to the Administrative Agent and all the Lenders, from New York, each state where any of the Real Property constituting Collateral is located, and each state of formation for any Loan Party, legal counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent.

SECTION 6.1.6 Evidence of Insurance . The Administrative Agent shall have received evidence of the insurance coverage required to be maintained pursuant to Section 7.1.4 , which insurance shall have been reviewed by one or more of the Administrative Agent’s risk managers and be satisfactory to the same. All such insurance shall be subject to satisfactory endorsements in favor of the Administrative Agent.

SECTION 6.1.7 Permitted Joint Venture Investment Certificate . The Administrative Agent shall have received a Permitted Joint Venture Investment Certificate with respect to Dawsonville Bluffs, as an existing Permitted Joint Venture (First-Tier).

SECTION 6.1.8 Pledged Property.

The Administrative Agent shall have received:

(a) the Pledge Agreement duly executed by an Authorized Officer of the Borrower and each Guarantor; and

(b) original certificates evidencing all of the issued and outstanding shares of capital stock and other Equity Interests issued by any Loan Party or Shell Subsidiary, which certificates shall be accompanied by undated stock and other powers duly executed in blank by each relevant pledgor.

SECTION 6.1.9 U.C.C. Search Results .

The Administrative Agent shall have received U.C.C. search reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the Effective Date, listing all effective U.C.C. financing statements which name the Borrower or any other Loan Party as the debtor, and which are filed in each jurisdiction in which U.C.C. filings are to be made pursuant to this Agreement or the other Loan Documents and in such other jurisdictions as the Administrative Agent may reasonably request, together with copies of such financing statements.

SECTION 6.1.10 Security Agreements, Filings, etc .

(a) The Administrative Agent shall have received the Security Agreement duly executed by an Authorized Officer of the Borrower and each Guarantor, together with:

(A) confirmation that all necessary U.C.C. financing statements naming each such Person as the debtor and the Administrative Agent as the secured party have been properly filed under the U.C.C. of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent in the Collateral subject thereto; and

(B) evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and United States Copyright Office to the extent relevant in order to perfect the first priority security interest of the Administrative Agent therein; and

(C) evidence of completion of all other actions, reasonably requested by the Administrative Agent, in order to perfect its first priority security interest in the Collateral the subject thereof.

SECTION 6.1.11 Solvency Certificate . The Administrative Agent shall have received a Solvency Certificate, dated as of the Effective Date, from CatchMark Timber and Timberlands II.

SECTION 6.1.12 Closing Date Certificate . The Administrative Agent shall have received a Closing Date Certificate in substantially the form of Exhibit D attached hereto, duly executed by a Financial Officer of the Borrower and dated the Effective Date. All documents and agreements appended to such Closing Date Certificate shall be in form and substance satisfactory to the Administrative Agent and the Lenders.

SECTION 6.1.13 Flood Laws . The Administrative Agent shall have received evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent or any Lender to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral.

SECTION 6.1.14 Material Government Approvals . The Borrower shall have delivered to the Administrative Agent a certificate signed by a Financial Officer of the Borrower and dated the Effective Date, certifying true and correct copies of all the approvals, if any, of Governmental Authorities set forth on Item 6.19(b) (“ Material Governmental Approvals ”) of the Disclosure Schedule.

SECTION 6.1.15 Collateral Assignment of Material Agreements; Reaffirmation of Collateral Assignment of Material Agreement .

The Administrative Agent shall have received with respect to each Timberland Operating Agreement and each Supply Agreement a duly executed Collateral Assignment of Material Agreement or a duly executed Reaffirmation of Collateral Assignment of Material Agreement, as applicable.

SECTION 6.1.16 Mortgages, etc .

(a) With respect to the Real Property (other than the Unsecured Real Property), the Administrative Agent shall have received all of the following:

(A) To the extent requested by the Administrative Agent in its sole discretion, counterparts of certain Mortgages and Mortgage Amendments, each dated as of the date hereof, duly executed by the applicable Subsidiary Guarantors;

(B) endorsements to the existing mortgagee’s title insurance policies in Alabama, Florida, Georgia, Louisiana, Texas, South Carolina, and North Carolina. Such endorsements shall (A) be in an amount satisfactory to the Administrative Agent; (B) be in form and substance satisfactory to the Administrative Agent; (C) be issued at ordinary rates; (D) extend the effective date of each such policy to a date on or after the Effective Date, (E) confirm no change in the first priority Lien and security interest in favor of the Administrative Agent for the benefit of the Lender Parties, except for changes acceptable to the Administrative Agent; and (F) be issued directly by a title insurance company reasonably acceptable to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such endorsement, all charges for mortgage recording and similar taxes, and all related expenses, if any, have been paid or will be paid concurrently with the Effective Date;

(C) a mortgagee’s title insurance policy or marked up unconditional commitment for such insurance in Georgia and South Carolina. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that each Mortgage and Mortgage Amendment insured thereby creates a valid first priority Lien and security interest in the Real Property in such states free and clear of all Liens, except for such Liens as are acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of itself and the other Lender Parties, as the insured thereunder; (E) be in the form of ALTA Loan Policy - 2006 Form B (or equivalent policies), if available; (F) contain such endorsements and affirmative coverage as the Administrative Agent may require, including without limitation (to the extent applicable with respect to the Real Property in such states and available in the jurisdiction in which such Real Property is located), the following: variable rate endorsement; survey same as map endorsement; comprehensive endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; usury; doing business; subdivision; environmental protection lien; CLTA 119.2; and such other endorsements as the Administrative Agent shall require, including endorsements in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Real Property and (G) be issued directly by a title insurance company acceptable to the Administrative Agent and with such co-insurance and reinsurance as may be required by the Administrative Agent;

(D) a copy of (x) all documents referred to, or listed as exceptions to title in, the title endorsements and policies referred to in clauses (ii) and (iii) above and (y) all other material documents affecting the Real Property, including all building, construction, environmental and other permits, licenses, franchises, approvals, consents, authorizations and other approvals required in connection with the construction, ownership, use, occupation or operation of the Real Property;

(E) confirmation that all necessary U.C.C. financing statements relating to the Real Property (other than the Unsecured Real Property) naming the applicable Landholder as the debtor and the Administrative Agent as the secured party have been properly filed in the same offices where the applicable Mortgage is filed;

(b) with respect to the Real Property, the Administrative Agent shall have received all of the following:

(A) appraisals or appraisal updates for all Real Property, in each case, dated no more than four months prior to the Effective Date, from Sizemore and Sizemore, Inc.; and

(B) evidence acceptable to the Administrative Agent that the copies of the Timber Leases delivered pursuant to the Existing Credit Agreement remain true and correct.

SECTION 6.1.17 Timber Manager Subordination Agreement . The Administrative Agent shall have received a duly executed Timber Manager Subordination Agreement, or a duly executed Reaffirmation of Timber Manager Subordination Agreement, as applicable, dated as of the date hereof, together with a copy of each Timberland Operating Agreement and its corresponding Collateral Assignment of Material Agreement delivered to the Administrative Agent pursuant to Section 5.1.15 .

SECTION 6.1.18 [ Reserved ].

SECTION 6.1.19 [ Reserved ].

SECTION 6.1.20 Financial Information, etc . The Administrative Agent shall have received on or before the Effective Date a certificate of a Financial Officer of CatchMark Timber attaching true and correct copies of (a) the annual audit report required by Section 7.1.1(b) for the Fiscal Year ended December 31, 2016, and (b) pro forma financial projections for CatchMark Timber and its Subsidiaries for the 24-month period ending December 31, 2019, prepared on a quarterly basis for such period.

SECTION 6.1.21 Account Control Agreements, etc . The Administrative Agent shall have received satisfactory evidence that (i) the Loan Parties have directed that all amounts payable to them from their account debtors and other Persons shall be deposited in or credited to a Pledged Account, (ii) each of the Material Accounts of the Loan Parties is a Pledged Account, (iii) the CatchMark TRS Subsidiary Account has been established and is being maintained by CatchMark TRS Subsidiary, proper notice of the same has been provided to the parties to the Fiber Supply Agreement, and all amounts payable to CatchMark TRS Subsidiary under the Fiber Supply Agreement are being deposited in or credited to the CatchMark TRS Subsidiary Account, and (iv) the Revenue Account has been established and is being maintained by Timberlands II, proper notice of the same has been provided to the parties to the Master Stumpage Agreement, and all amounts payable to CatchMark TRS Subsidiary or Timberlands II under the Master Stumpage Agreement are being deposited in or credited to the Revenue Account.

SECTION 6.1.22 Anti-Terrorism . The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act and any other Anti-Terrorism Laws.

SECTION 6.1.23 Satisfactory Due Diligence . Each Lender shall have completed, to its satisfaction, a due diligence analysis with respect to the business, assets, operations, condition (financial and otherwise) and prospects of the Loan Parties, including with respect to their ability to comply with the representations and warranties and covenants contained in the Loan Documents.

SECTION 6.1.24 Initial Compliance Certificate . The Administrative Agent shall have (a) received an initial Compliance Certificate, duly executed by a Financial Officer of the Borrower, and dated as of the Effective Date, showing compliance with the financial covenants set forth in Section 7.2.4(a) , (b) and (c) after giving Pro Forma Effect to the transactions on the Effective Date.

SECTION 6.1.25 [ Reserved ] .

SECTION 6.1.26 Effective Date LIBOR Borrowing . To the extent that the Borrower requests the initial Loans under this Agreement to be made as LIBOR Loans, the Administrative Agent shall have received a funding indemnity letter indemnifying the Lenders for losses, costs and expenses of the types described in Section 4.4 to the extent that the Effective Date does not occur on the date the Borrower requests such Loans to be advanced.

SECTION 6.1.27 Fees and Expenses . The Administrative Agent shall have received for its own account, and for the account of each Lender, all fees, costs and expenses due and payable pursuant to the Fee Letter and Section 11.3 .

SECTION 6.1.28 Repayment of Existing Indebtedness; Release and Termination of Existing Liens . The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that (i) all Indebtedness of the Loan Parties has been fully paid, satisfied and discharged, other than Indebtedness permitted under Section 7.2.2 , and (ii) all Liens in respect of any such Indebtedness have been or will be immediately released and terminated.

SECTION 6.1.29 Farm Credit Equities . The Borrower shall have made the minimum equity investment in each Farm Credit Lender as required by Section 7.1.16 .

SECTION 6.1.30 Reaffirmation of Recognition Agreement . The Administrative Agent shall have received a duly executed Reaffirmation of Recognition Agreement.

SECTION 6.2 Conditions to Multi-Draw Term Loans, Incremental Term Loans, and Letters of Credit (MDT); Conditions to Revolver Real Property Acquisition Loans .

SECTION 6.2.1 Conditions to Multi-Draw Term Loans and Incremental Term Loans Generally . The obligations of each Multi-Draw Term Loan Lender to make Multi-Draw Term Loans for any purpose during the Multi-Draw Term Loan Availability Period (and of each Incremental Term Loan Lender to make Incremental Term Loans) shall be subject to the fulfillment of each of the conditions precedent set forth in this Section 5.2.1 and in Section 5.3 (and in the case of each Incremental Term Loan Lender’s obligations to make Incremental Term Loans, additionally subject to any conditions precedent set forth in the amendment or supplement to this Agreement establishing such Incremental Term Loan Facility) to the satisfaction of the Administrative Agent:

(a) No Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to such Borrowing.

(b) The Loan Parties shall be in compliance after giving Pro Forma Effect to any such Borrowing with the covenants set forth in Section 7.2.4 .

(c) The Administrative Agent shall have received for its own account, and for the account of each Lender, all fees, costs and expenses due and payable pursuant to any other Loan Document including, without limitation, Section 11.3 .

(d) At least five (5) Business Days prior to the Borrowing, the Lenders shall have received all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

SECTION 6.2.2 Conditions to Multi-Draw Term Loans and Incremental Term Loans – Real Property . The obligations of (i) each Multi-Draw Term Loan Lender to make Multi-Draw Term Loans, the proceeds of which will be used for the purposes set forth in Sections 4.10(c)(ii) , (iii) or (iv) , during the Multi-Draw Term Loan Availability Period, and (ii) each Incremental Term Loan Lender to make Incremental Term Loans, the proceeds of which will be used for the purposes set forth in Sections 4.10(d)(i) , (ii) or (iii) , shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.2.1 , in Section 5.3 , and in this Section 5.2.2 to the satisfaction of the Administrative Agent.

(a) In the case of Multi-Draw Term Loans, the proceeds of which will be used for the purpose set forth in Section 4.10(c)(ii)(A) , the Loan Parties shall have delivered to the Administrative Agent the deliveries required by Section 7.1.9(c) .

(b) In the case of Multi-Draw Term Loans, the proceeds of which will be used for the purposes set forth in Section 4.10(c)(ii)(B) , 4.10(c)(iii) , or 4.10(c)(iv) , the Administrative Agent shall have received:

(A) not less than five (5) Business Days prior written notice (or such shorter period for notice as the Administrative Agent may agree to in its sole discretion) from the Borrower of such proposed acquisition, refinancing, or reimbursement; and

(B) the deliveries required by Section 7.1.9(c) .

(c) The Borrower shall cause any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor to be subject to a first priority security interest in favor of the Administrative Agent in accordance with the terms of Section 7.1.9 . The Loan Parties shall execute any and all further documents, financing statements, agreements and instruments and take all such further actions requested by the Administrative Agent or the Lenders as may be required by Law or under this Agreement with respect to any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor;

(d) The Administrative Agent shall have received evidence that the certificates of the Loan Parties delivered pursuant to Section 5.1.2 or substantially similar certificates delivered pursuant to Section 7.1.9(d) or otherwise remain true, complete and correct or shall have received new certificates for each Loan Party consistent with Section 5.1.2 dated as of the date of such Borrowing;

(e) If requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated as of the date of such Borrowing, from the applicable Loan Parties as to the resolutions of such Loan Party’s board of directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of the Real Property Documents to be executed by it; and

(f) The Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where the additional Real Property is located.

SECTION 6.2.3 Conditions to Multi-Draw Term Loans – Investments in Permitted Joint Venture . The obligations of each Multi-Draw Term Loan Lender to make Multi-Draw Term Loans, the proceeds of which will be used to finance an acquisition or Investment pursuant to Section 7.2.5(a)(vii) , during the Multi-Draw Term Loan Availability Period, shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.2.1 and Section 5.3 ,

(a) the delivery of a fully executed Permitted Joint Venture Investment Certificate, and

(b) the delivery of the other Permitted Joint Venture Investment Documentation.

SECTION 6.2.4 Conditions to Loans and Letters of Credit - Earnest Money Deposits and Earnest Money Deposit Support .

(a) The obligations of each Multi-Draw Term Loan Lender to make Multi-Draw Term Loans, the proceeds of which will be used for the purposes set forth in Section 4.10(c)(i) , during the Multi-Draw Term Loan Availability Period, shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.2.1 and Section 5.3 , and the delivery of a fully executed Escrow Deposit Certificate.

(b) The obligations of each Issuing Lender (MDT) to issue a Letter of Credit (MDT) during the Multi-Draw Term Loan Availability Period shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.3 , and the delivery of a fully executed Escrow Deposit Certificate.

(c) The obligations of each Revolving Lender to make Revolving Loans, the proceeds of which will be used for the purposes set forth in Section 4.10(b)(iii) , during the Revolving Availability Period, shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.2.1 and Section 5.3 , and the delivery of a fully executed Escrow Deposit Certificate.

(d) The obligations of each Issuing Lender (Revolver) to issue a Letter of Credit (Revolver) during the Revolving Availability Period, to be used for the purposes set forth in Section 4.10(b)(ii)(A) , shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.3 , and the delivery of a fully executed Escrow Deposit Certificate.

SECTION 6.2.5 Conditions to Revolver Real Property Acquisition Loans . The obligations of each Revolving Lender to make Revolver Real Property Acquisition Loans during the Revolving Availability Period shall be subject to the fulfillment of each of the conditions precedent set forth in Section 5.3 and in this Section 5.2.5 to the satisfaction of the Administrative Agent.

(a) No Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to such Borrowing.

(b) The Loan Parties shall be in compliance after giving Pro Forma Effect to any such Borrowing with the covenants set forth in Section 7.2.4 .

(e) In the case of Revolver Real Property Acquisition Loan the proceeds of which will be used to acquire additional Real Property that will not be designated Unsecured Real Property, the Loan Parties shall have delivered to the Administrative Agent the deliveries required by Section 7.1.9(c) .

(f) In the case of a Revolver Real Property Acquisition Loan the proceeds of which will be used to acquire Unsecured Real Property, the deliveries required by Section 7.1.9(c) .

(g) Subject to the third proviso set forth in the definition of “Real Property Documents”, the Borrower shall cause any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor to be subject to a first priority security interest in favor of the Administrative Agent in accordance with the terms of Section 7.1.9 . Subject to the third proviso set forth in the definition of “Real Property Documents”, the Loan Parties shall execute any and all further documents, financing statements, agreements and instruments and take all such further actions requested by the Administrative Agent or the Lenders as may be required by Law or under this Agreement with respect to any additional Real Property (other than any Unsecured Real Property) acquired by any Subsidiary Guarantor.

(h) If requested by the Administrative Agent, the Administrative Agent shall have received evidence that the certificates of the Loan Parties delivered pursuant to Section 5.1.2 or substantially similar certificates delivered pursuant to Section 7.1.9(d) or otherwise remain true, complete and correct or shall have received new certificates for each Loan Party consistent with Section 5.1.2 dated as of the date of such Borrowing.

(i) If requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated as of the date of such Borrowing, from the applicable Loan Parties as to the resolutions of such Loan Party’s board of directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of the Real Property Documents to be executed by it.

(j) If requested, the Administrative Agent shall have received satisfactory good standing certificates for each jurisdiction where the additional Real Property is located.

SECTION 6.3 Conditions to all Loans and Letters of Credit . The obligation of each Lender to make any Loan and of each Issuing Lender to issue any Letters of Credit shall be subject to the prior or concurrent fulfillment of each of the conditions precedent set forth in this Section 5.3 to the satisfaction of the Administrative Agent:

SECTION 6.3.1 Compliance with Warranties, No Default, etc .

Both before and after giving Pro Forma Effect to any Borrowing (including the issuance of any Letter of Credit):

(a) the representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made; provided, that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard; and

(b) no Default or Event of Default shall have then occurred and be continuing or would reasonably be expected to result therefrom.

SECTION 6.3.2 Borrowing Request, etc . The Administrative Agent shall have received, as herein provided, a duly completed and executed Borrowing Request, or in, accordance with the provisions of Section 2.1.2 , a notice requesting the issuance of a Letter of Credit. Each delivery of a Borrowing Request and each notice requesting the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance of a Letter of Credit (both immediately before and after giving Pro Forma Effect to such Borrowing or issuance of a Letter of Credit and the application of the proceeds thereof) the statements made in Section 5.3.1 are true and correct.

SECTION 6.3.3 Compliance Certificate . In the event that a Borrowing Request is for in excess of $30,000,000, the Administrative Agent shall also have received a Compliance Certificate, duly completed and executed by a Financial Officer of the Borrower, and dated as of the date of such Borrowing, showing compliance with the financial covenants set forth in Section 7.2.4 after giving Pro Forma Effect to such Borrowing and noting any change to the Applicable Margin as provided in the definition thereof.

SECTION 6.3.4 Satisfactory Legal Form . All documents executed or submitted pursuant hereto by or on behalf of any Loan Party with respect to such Borrowing shall be reasonably satisfactory in form and substance to the Administrative Agent and its legal counsel.

SECTION 6.4 Determinations Under Article V . For purposes of determining compliance with the conditions specified in Section 5.1 , each Lender shall be deemed to have consented to and approved each document or other matter required thereunder to be consented to or approved by each of them by their execution of this Agreement. For purposes of determining compliance with the conditions specified in Sections 5.2 and 5.3 , each Lender shall be deemed to have consented to and approved each document or other matter required thereunder to be consented to or approved by each of them (if any) unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received a notice from such Lender prior to the making of any Borrowing specifying its objection thereto and such Lender shall not have made available to the Administrative Agent its ratable portion of the requested Borrowing.

ARTICLE VII
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and make the Borrowings, each of the Loan Parties hereby represent and warrant to each Lender and the Administrative Agent as set forth in this Article. Notwithstanding the below, for purposes of this Article VI no Subsidiary of CatchMark Timber qualifying as an Unrestricted Timber Subsidiary shall be deemed to be a Subsidiary of any Loan Party, other than for the purposes of Sections 6.8(a) , 6.14 , 6.23 and 6.24 .

SECTION 7.1 Organization, etc . Each Loan Party and each Subsidiary of any Loan Party (a) (i) is a corporation, limited partnership or limited liability company validly organized and existing and in good standing under the Law of the jurisdiction of its organization and (ii) is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction where the nature of its business requires such qualification; and (b) has full power and authority and holds all requisite permits, licenses, authorizations, approvals, entitlements, accreditations and privileges, from Governmental Authorities or otherwise, to (i) enter into and perform its obligations under this Agreement and each other Loan Document to which it is a party and (ii) own and hold under lease its property and to conduct its business in the ordinary course. No Loan Party or any Subsidiary of any Loan Party is in violation of its Organizational Documents.

SECTION 7.2 Due Authorization, Non-Contravention, etc .

The execution, delivery and performance by any Loan Party or any Subsidiary of any Loan Party of this Agreement, each other Loan Document executed or to be executed by it, are within such Loan Party’s and each such Subsidiary’s corporate, partnership, limited partnership or limited liability company powers, have been duly authorized by all necessary corporate, partnership, limited partnership or limited liability company action, and do not:

(a) contravene or result in a default under any Loan Party’s or any such Subsidiary’s Organizational Documents;

(b) contravene any Law binding on any Loan Party or any Subsidiary of any Loan Party;

(c) violate, conflict with, result in a breach of, or constitute (along or with notice or lapse of time or both) a default of event of default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under, any Material Agreement to which it is a party;

(d) violate, conflict with, result in a breach of, or result in the impairment, forfeiture or non-renewal of, any material permit, license, authorization, approval, entitlement, accreditation or privilege of any Governmental Authority; or

(e) result in, or require the creation or imposition of, any Lien on any Loan Party’s or any such Subsidiary’s properties.

SECTION 7.3 Required Approvals . Except as duly obtained and in full force and effect prior to the Effective Date, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for:

(a) the due execution, delivery or performance by any Loan Party or any Subsidiary of any Loan Party of this Agreement or any other Loan Document to which it is a party;

(b) the grant by any Loan Party or any Subsidiary of any Loan Party of the security interests, pledges and Liens granted by the Loan Documents; or

(c) the perfection of or the exercise by the Administrative Agent of its rights and remedies under this Agreement or any other Loan Document.

SECTION 7.4 Validity, etc . This Agreement constitutes, and each other Loan Document executed by any Loan Party or any Subsidiary of any Loan Party will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of such Loan Party or such Subsidiary enforceable in accordance with their respective terms, subject in each case to the effect of any Debtor Relief Laws or other similar Law affecting creditors’ rights generally, and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at Law). Each of the Loan Documents which purports to create a security interest in favor of the Administrative Agent (on behalf of the Lender Parties) creates a valid first priority security interest in the Collateral (subject, in the case of non-possessory security interests only, to Liens permitted by Section 7.2.3 ) securing the payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Upon the filing of U.C.C. financing statements, Mortgages and Mortgage Amendments in the proper filing offices, the Liens granted to the Administrative Agent pursuant to the Security Agreement, the Pledge Agreement and the Mortgages shall constitute a valid first priority perfected security interest in Collateral covered thereby in compliance with all Law. Mortgages and U.C.C. financing statements have been filed and recorded in the proper filing office for all Real Property (other than Unsecured Real Property).

SECTION 7.5 No Material Liabilities . No Loan Party and no Subsidiary of any Loan Party has any Indebtedness other than the Indebtedness permitted by Section 7.2.2 .

SECTION 7.6 No Material Adverse Effect . Since December 31, 2016, no event has occurred that has resulted in or could reasonably be expected to result in a Material Adverse Effect.

SECTION 7.7 Litigation, Labor Matters, etc .

(a) There are (i) no outstanding judgments against any Loan Party or any Subsidiary of any Loan Party in excess of $5,000,000 individually or Material Threshold in the aggregate and (ii) no pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, threatened, material litigation, action, proceeding or labor controversy affecting any Loan Party or any Subsidiary of any Loan Party or any of its respective properties, businesses, assets or revenues.

(b) To the extent any Loan Party or any Subsidiary of any Loan Party has employees, the hours worked by and payments made to employees of each Loan Party and each Subsidiary of any Loan Party have not been in violation of the Fair Labor Standards Act or any other Law dealing with such matters. Item 6.7(b) (“ Labor Matters ”) of the Disclosure Schedule sets forth, as of the Amendment Effective Date, all collective bargaining agreements, management agreements, consulting agreements and employment agreements to which any Loan Party or any Subsidiary of any Loan Party is a party. There are no material strikes, slowdowns, labor disputes, work stoppages or controversies pending, or to the knowledge of any Loan Party or any Subsidiary of any Loan Party threatened, between any Loan Party or any Subsidiary of any Loan Party, on the one hand, and its employees, on the other hand, other than employee grievances arising in the ordinary course of business.

SECTION 7.8 Capitalization .

(a) As of the Amendment Effective Date, the authorized Equity Interests in the Loan Parties, the Subsidiaries of any Loan Party and all other Persons in which any Loan Party or Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries and Permitted Joint Ventures) is set forth in Item 6.8 (“ Initial Capitalization ”) of the Disclosure Schedule. Except as set forth in Item 6.8 (“ Initial Capitalization ”) of the Disclosure Schedule, as of the Amendment Effective Date there are no (i) outstanding rights to purchase, options, warrants or similar rights pursuant to which any Loan Party, any Subsidiary of any Loan Party or any other Persons in which any Loan Party or any Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries and Permitted Joint Ventures) may be required to issue, sell, repurchase or redeem any of its Equity Interests or (ii) voting rights agreements. The Equity Interests so specified in Item 6.8 (“ Initial Capitalization ”) of the Disclosure Schedule are fully paid and non-assessable and are owned by the applicable Person, directly or indirectly, free and clear of all Liens (other than Liens in favor of the Administrative Agent pursuant to the Loan Documents).

(b) No Loan Party or any Subsidiary of any Loan Party has established or acquired or created by division any additional Equity Interests in any Person except as permitted by Section 7.2.5 . No Loan Party has established or acquired or created by division any Equity Interests in any Person that is not wholly-owned by the Loan Parties other than (i) any Permitted Joint Venture and (ii) the Farm Credit Lenders.

SECTION 7.9 Compliance with Law, etc .

(a) Each Loan Party and each Subsidiary of any Loan Party is in compliance in all material respects with all Law applicable to each of them or their properties.

(b) No Borrowing or use of any proceeds thereof contravenes any Law applicable to any Loan Party, any Subsidiary of any Loan Party, or any Lender.

SECTION 7.10 Properties, Permits, etc .

(a) Each Loan Party and each Subsidiary of any Loan Party has, and is in material compliance with, all material permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of Governmental Authorities or otherwise that are required for such Person to lawfully own, lease, manage or operate the Real Property. Except as disclosed in Item 6.10(a) (“ Property Matters ”) of the Disclosure Schedule, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such material permit, license, authorization, approval, entitlement, accreditation or privilege, and there is no claim that any of the foregoing is not in full force and effect.

(b) Each Loan Party and each Subsidiary of any Loan Party, as applicable, has (i) good, valid and marketable fee title to all of the Land and (ii) good, valid, and marketable title to the Leasehold Interests, in each case free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except Liens permitted by Section 7.2.3 . All Real Property of any Loan Party or any Subsidiary of any Loan Party is Domestic.

(c) All permits, licenses, authorizations, approvals, entitlements, accreditations and privileges required to have been issued to any Loan Party or any Subsidiary of any Loan Party with respect to the Real Property in order to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used or is installed intended to be occupied and used have been lawfully issued and are in full force and effect, other than such permits which, if not obtained, would not have or would not reasonably be expected to have a Material Adverse Effect on the intended use or operation of the Real Property. Except as disclosed in Item 6.10(c) (“ Consents and Approvals ”) of the Disclosure Schedule, all the Real Property complies in all material respects with all Law and no consent or approval of any landlord or other third party in connection with any Leasehold Interest or other leased property in excess of the Material Threshold in the aggregate is necessary for any Loan Party or any Subsidiary of any Loan Party to enter into and execute the Loan Documents or grant any Liens thereunder.

(d) Except (i) as disclosed in Item 6.10(d) (“ Timber Operations ”) of the Disclosure Schedule, (ii) for Liens permitted by Section 7.2.3 , and (iii) for cutting contracts entered into in the ordinary course of business, no Person, individually or together with any other Person, other than the Landholders has any right to conduct timbering operations in excess of the Material Threshold in the aggregate on the Real Property or any right, title or interest in and to any Timber in excess of the Material Threshold in the aggregate located thereon.

(e) Except as disclosed in Item 6.10(e) (“ Condemnation Proceedings ”) of the Disclosure Schedule, there is no pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, contemplated condemnation or eminent domain proceeding affecting any of the Real Property in excess of the Material Threshold in the aggregate.

(f) Except as may be disclosed in the title insurance policies or endorsements delivered pursuant to Section 5.1 , 5.2 or 7.1.9 , there are no unresolved claims or disputes relating to access to any portion of the Real Property that could reasonably be expected to have a Material Adverse Effect on the intended use of such Real Property by any Landholder or any other Loan Party or any Subsidiary of any Loan Party.

SECTION 7.11 Taxes, etc .

(a) Each Loan Party and each Subsidiary of any Loan Party has (i) timely filed (after giving effect to all properly filed extensions for additional time to file) all tax returns and reports required by Law to have been filed by it, which tax returns and reports are correct and complete in all material respects, and (ii) paid all income Taxes and other Taxes of Governmental Authorities thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the non-payment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

(b) No Loan Party or any Subsidiary of any Loan Party is a party to any tax sharing agreement.

(c) Each Loan Party and each Subsidiary of any Loan Party has made adequate provision to establish reserves for liabilities for all Taxes as are or may become payable. No Loan Party or any Subsidiary of any Loan Party has knowledge of any proposed additional material tax assessment against it or its properties.

SECTION 7.12 ERISA .

(a) No Loan Party, any Subsidiary of any Loan Party or any ERISA Affiliates thereof sponsor, maintain or contribute to, are required to sponsor, maintain or contribute to, or otherwise have any liability with respect to any Pension Plan or Multiemployer Plan.

(b) Each Plan has been maintained, operated and funded in compliance with its terms and with all applicable provisions and requirements of the Code, ERISA, and other applicable federal or state laws, except where failure to so maintain, operate or fund could reasonably be expected to have a Material Adverse Effect.

(c) Except to the extent required under Section 4980B of the Code or comparable state or other Law, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliates thereof.

(d) [Reserved].

(e) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is a prohibited transaction within the meaning of Section 406 of ERISA or in connection with which a tax under Section 4975 of the Code could be imposed.

(f) No ERISA Event involving claims or liabilities in excess of the Material Threshold has occurred during the six years immediately preceding the date of this representation or is reasonably expected to occur.

SECTION 7.13 Environmental Warranties .

(a) The Real Property has been and is owned, operated or leased by each Loan Party and each Subsidiary of any Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount.

(b) There have been no past (to the knowledge of any Loan Party or any Subsidiary of any Loan Party), and there are no pending or threatened claims, complaints, written notices or requests for information received by any Loan Party or any Subsidiary of any Loan Party with respect to any alleged violation of any Environmental Laws that, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount, or alleges criminal misconduct or injunctive relief.

(c) There have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, has, or could reasonably be expected to result in having, a liability exceeding a Material Environmental Amount.

(d) Each Loan Party and each Subsidiary of any Loan Party has been issued, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount.

(e) No property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party is listed or (to the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any similar state list of sites requiring investigation or clean-up.

(f) Except as set forth in Item 6.13(f) (“ Environmental Matters/Storage Tanks ”) of the Disclosure Schedule, there are no above ground or underground storage tanks, active or abandoned, that are not actively maintained in compliance with federal and state regulations or that have been identified as or are otherwise associated with a recognized environmental condition, whether controlled, historical or otherwise, on or under the Real Property.

(g) None of the Loan Parties, the Subsidiaries of any Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material which may lead to claims against any Loan Party or any Subsidiary of any Loan Party for any remedial work, damage to natural resources or personal injury (including claims under CERCLA) which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.

(h) There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the Real Property that, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.

(i) No conditions exist at, on or under any property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.

(j) Except as set forth in Item 6.13(j) (“ Endangered Species Act; Critical Habitat ”) of the Disclosure Schedule, there are no areas of the Real Property with respect to which any Loan Party or any Subsidiary of any Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq ., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.

SECTION 7.14 Accuracy of Information .

(a) All information furnished from time to time (whether prior to or after the Effective Date) by or on behalf of any Loan Party, any Subsidiary of any Loan Party, any Permitted Joint Venture, or any of their Related Parties in writing to the Administrative Agent or any Lender or any Field Servicer in connection with this Agreement, any other Loan Document or any transaction contemplated hereby or thereby, is and will be, as the case may be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information, taken as a whole, is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not misleading.

(b) All information prepared by any consultant or professional advisor on behalf of any Loan Party, any Subsidiary of any Loan Party, any Permitted Joint Venture, or any of their Related Parties which was furnished to the Administrative Agent or any Lender in connection with this Agreement or any other Loan Document has been reviewed by any Loan Party or any Subsidiary of any Loan Party, and nothing has come to the attention of any Loan Party or any Subsidiary of any Loan Party in the context of such review which would lead it to believe that such information (or the assumptions on which such information is based) is not true and correct in all material respects or that such information omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect.

(c) Insofar as any of the information described above includes assumptions, estimates, projections or opinions, the Loan Parties and the Subsidiaries of the Loan Parties have reviewed such matters and nothing has come to the attention of the Loan Parties or the Subsidiaries of the Loan Parties which would lead them to believe that such matters were not when made true and correct in all material respects (when taken as a whole) or that such assumptions, estimates, projections or opinions omitted to state any material fact necessary (when taken as a whole) to make such assumptions, estimates, projections or opinions not reasonable or not misleading in any material respect. All projections and estimates have been prepared in good faith based on assumptions that are believed by the Borrower at the time the related projections or estimates are furnished to the Administrative Agent, any Lender or any Field Servicer to be reasonable, it being understood and acknowledged that projections and estimates are as to future events and are not to be viewed as facts, and projections and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurances can be given that any projection or estimate will be realized and that actual results during the period or periods covered by the projections or estimates may differ significantly from the projected results and such differences may be material.

(d) %5. The balance sheets and financial statements delivered to the Lenders pursuant to Section 5.1.20 and Section 7.1.1 and otherwise (other than any pro forma balance sheets or financial statements) have each been or will be, as the case may be, prepared in accordance with GAAP consistently applied and do or will, as the case may be, present fairly in all material respects the financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended; provided that unaudited interim financial statements are subject to normal year-end adjustments.

(A) Except as disclosed in the financial statements referred to above or the notes thereto and for the items disclosed in the Disclosure Schedule, neither any Loan Party nor any Subsidiary of any Loan Party nor any Consolidated Permitted Joint Venture has, as of the Amendment Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.

SECTION 7.15 [ Reserved ].

SECTION 7.16 Absence of Default and Restrictions .

(a) Neither any Loan Party nor any Subsidiary of any Loan Party is (i) in default in the payment of (or in the performance of any obligation applicable to) any Indebtedness in excess of $5,000,000 individually and the Material Threshold in the aggregate or (ii) in violation in any material respect of any (A) Law, (B) Material Agreement, or (C) permit, license, authorization, entitlement, accreditation or privilege of any Governmental Authority binding upon it or its property or assets. No Default or Event of Default exists.

(b) Neither any Loan Party nor any Subsidiary of any Loan Party (i) is a party to any material contract, agreement, lease or other instrument, or subject to any other restriction, that restricts its ability to incur Indebtedness (other than this Agreement or the other Loan Documents) or (ii) has agreed or consented to exist on any of the Real Property or other Collateral, whether now or in the future, any Lien other than (A) those Liens permitted by Section 7.2.3 or (B) as permitted under Section 7.2.12 .

SECTION 7.17 Margin Regulations; Bank Secrecy Act, etc .

(a) Neither any Loan Party nor any Subsidiary of any Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock” (as defined in F.R.S. Board Regulation U). None of the proceeds of any Loan will be used for the purpose of, or be made available by any Loan Party or any Subsidiary of any Loan Party in any manner to any other Person to enable or assist such Person in, directly or indirectly purchasing or carrying “margin stock” (as so defined) or otherwise in violation of Regulations T, U or X of the F.R.S. Board.

(b) None of the proceeds of any Loan shall be used, directly or indirectly, in a manner that would cause the Administrative Agent or any Lender to violate the Foreign Corrupt Practices Act of 1977, the Bank Secrecy Act or any of the sanctions programs administered by the Office of the Foreign Assets Control of the United States Department of Treasury.

(c) None of the proceeds of any Loan or Letter of Credit shall be used, directly or indirectly, in a manner inconsistent with Section 4.10 or Law.

SECTION 7.18 Investment Company Status . No Loan Party or Subsidiary of any Loan Party is an “investment company” or a “company controlled by an investment company” within the meaning of the Investment Company Act of 1940.

SECTION 7.19 Material Agreements; Governmental Approvals .

(a) Each Loan Party, each Subsidiary of any Loan Party and (to the best of their knowledge) each other party to a Material Agreement are in compliance in all material respects with all the terms contained in each Material Agreement, each Material Agreement is in full force and effect, the rights, benefits and indemnities in favor of any Loan Party or any Subsidiary of a Loan Party under any Material Agreement are not subject to any defenses, offsets or claims of any kind in any material respect, and all consents to duly assign each relevant Material Agreement (as required by Section 5.1.15 or otherwise) from any Loan Party or any Subsidiary of any Loan Party to the Administrative Agent have been obtained and are in full force and effect.

(b) Set forth on Item 6.19(b) (“ Material Governmental Approvals ”) of the Disclosure Schedule is a listing, as of the Amendment Effective Date, of all material licenses, permits and other approvals of Governmental Authorities (collectively, the “ Material Governmental Approvals ”) that are required to (i) own, operate or lease the Real Property and (ii) operate the business of any Loan Party or any Subsidiary of any Loan Party in the ordinary course (including with respect to activities related to Timber harvesting, building, zoning, sub-division, wildlife protection, mining, drilling, extraction or reclamation). No Loan Party or Subsidiary of any Loan Party has failed to obtain any Material Governmental Approval and is not in violation of any Material Governmental Approval. No Loan Party or Subsidiary of any Loan Party has received written notice of any violation with respect to the matters the subject of this clause.

SECTION 7.20 Solvency .

(a) The Loan Parties and their Shell Subsidiaries are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith pursuant to the Loan Documents or otherwise will be, on a consolidated basis, Solvent.

(b) Timberlands II and its Subsidiaries are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith pursuant to the Loan Documents or otherwise will be, on a consolidated basis, Solvent.

SECTION 7.21 Insurance . Item 6.21 (“ Insurance ”) of the Disclosure Schedule sets forth a true, complete and correct description of all insurance maintained by any Loan Party or any Subsidiary of any Loan Party as of the Amendment Effective Date. As of such date, such insurance is in full force and effect and all premiums have been duly paid.

SECTION 7.22 Affiliate Transactions . Except as described on Item 6.22 (“ Affiliate Transactions ”) of the Disclosure Schedule and other than as set forth in any Organizational Document of a Loan Party or any Subsidiary of any Loan Party, as of the Amendment Effective Date, no Affiliate of any Loan Party or any Subsidiary of any Loan Party (or any of their respective family members) is a party to any transaction with any Loan Party or any Subsidiary of any Loan Party, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Person or any Person in which any officer, director, or any such employee or family member has a substantial interest or is an officer, director, partner, member or trustee.

SECTION 7.23 Anti-Corruption; Anti-Terrorism and Sanctions .

(a) Each of the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees and agents are in compliance, in all respects, with all applicable (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions.

(b) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees and agents with all applicable (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions.

(c) None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or agents is a Sanctioned Person or has engaged in, or is now engaged in, or will engage in, any dealings or transactions with any Sanctioned Person.

(d) No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws or (iii) Sanctions.

(e) The Loan Parties have provided to the Administrative Agent and the Lenders all information requested by the Administrative Agent and the Lenders regarding the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees and agents that is necessary for the Administrative Agent and the Lenders to collect to comply with applicable Anti-Corruption Laws, Anti-Terrorism Laws, Sanctions and other Law.

SECTION 7.24 Separateness; Special Representations and Covenants Relating to Loan Parties .

SECTION 7.24.1 Purpose .

(a) The only business that CatchMark Timber conducts or will conduct will be (i) directly owning and holding (A) 99.99% of the Equity Interests of the Borrower as its general partner, (B) all of the Equity Interests of CatchMark Holder and any Unrestricted Timber Subsidiary, and (C) all or any portion of the Equity Interests in a Permitted JV Investment Subsidiary or a Permitted Joint Venture, (ii) indirectly owning and holding the Equity Interests of the other Loan Parties and their Subsidiaries (including any Subsidiary of an Unrestricted Timber Subsidiary), (iii) entering into the Loan Documents, (iv) pledging all of the Collateral that it owns as collateral for the Obligations, and (v) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing and appropriate or necessary to its status as a public company, in each case, provided that such business is consistent with CatchMark Timber’s REIT Status.

(b) The only business that the Borrower conducts or will conduct will be (i) owning and holding the Equity Interests of CatchMark TRS, Timberlands II and such other Investments as may be permitted by Section 7.2.5 , (ii) entering into the Loan Documents, (iii) pledging all of the Collateral that it owns as collateral for the Obligations and (iv) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing, in each case, provided that such business is consistent with CatchMark Timber’s REIT Status.

(c) The only business that CatchMark TRS conducts or will conduct will be (i) owning and holding the Equity Interests of TRS Subsidiaries and such other Investments as may be permitted by Section 7.2.5 , (ii) entering into the Loan Documents, (iii) pledging all of the Collateral that it owns as collateral for the Obligations, and (iv) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing.

(d) The only business that CatchMark Holder conducts or will conduct will be (i) owning and holding 0.01% of the Equity Interests of the Borrower as a limited partner, (ii) entering into the Loan Documents, (iii) pledging all of the Collateral that it owns as collateral for the Obligations and (iv) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing, in each case, provided that such business is consistent with CatchMark Timber’s REIT Status.

(e) The only business that any QRS Subsidiary (other than the Borrower and CatchMark Holder) conducts or will conduct will be (i) acquiring, owning and holding Real Property, incidental personal property related thereto and proceeds thereof, and operating and managing the Real Property including the selling and harvesting of Timber by itself and by others pursuant to Timber rights granted by such QRS Subsidiary, (ii) owning and holding the Equity Interests of other Subsidiaries and such other Investments as may be permitted by Section 7.2.5 , (iii) entering into the Loan Documents, (iv) pledging all of the Collateral that it owns as collateral for the Obligations, (v) entering into apiary, fishing, hunting or other recreational or pasture leases or licenses as are permitted by Section 7.2.9(j) , and (vi) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing, in each case, provided that such business is consistent with CatchMark Timber’s REIT Status.

(f) The only business that any TRS Subsidiary conducts or will conduct will be (i) any business permitted under Section 6.24.1(e) , (ii) entering into the Supply Agreements, (iii) purchasing, cutting, transporting, and selling Timber from the Timberlands, (iv) processing and selling Fuel Wood Residue in accordance with the terms of this Agreement, (v) acquiring, owning and holding rights with respect to the Real Property pursuant to timber deeds or similar instruments, incidental personal property related thereto and proceeds thereof, and operating and managing the Real Property, and (vi) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing.

(g) The only business that any Shell Subsidiary conducts or will conduct will be (i) such as is consistent with the definition of “Shell Subsidiary” and, if applicable, the definition of “Permitted JV Investment Subsidiary”, and (ii) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing.

(h) The only business that any Unrestricted Timber Subsidiary conducts or will conduct will be (i) such as is consistent with the definition of “Unrestricted Timber Subsidiary” and “Unrestricted Timber Transactions” and (ii) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing.

(i) The only business that CTT Employee conducts or will conduct will be (i) employing certain individuals and (ii) transacting any and all lawful business under the laws of the state of its organization that is incident, necessary and appropriate to accomplish the foregoing.

(j) The only business Triple T GP conducts and will conduct will be as a holding company.

provided , however , that (i) Creek Management shall be permitted to manage JV Real Property owned by Permitted Joint Ventures, and (ii) Triple T GP shall be permitted to act as the general partner of TexMark Timber Treasury, L.P. in accordance with the terms and provisions of the Organizational Documents of TexMark Timber Treasury, L.P. in substantially the form provided to the Administrative Agent on May 14, 2018 and as amended or otherwise modified to the extent permitted by Section 7.2.10 .

SECTION 7.24.2 Financial Statements . Each Loan Party and each Subsidiary of any Loan Party has and will have its own separate financial statements, provided , however , that the assets of each Loan Party and each Subsidiary of any Loan Party may be included in a consolidated financial statement of its parent companies if inclusion on such a consolidated statement is required to comply with the requirements of GAAP, provided, further, that (a) such consolidated financial statement shall contain a footnote to the effect that the assets of each Loan Party and each Subsidiary of any Loan Party are owned by such Loan Party or Subsidiary and that the assets are being included on the financial statement of its parent solely to comply with the requirements of GAAP and (b) such assets shall be listed on such Loan Party’s or Subsidiary’s own separate balance sheet.

SECTION 7.24.3 Tax Return . Each of Timberlands II, the Borrower, CatchMark Holder, CatchMark Texas GP, CatchMark Texas LP, CatchMark SC, CatchMark Southern Timberlands, CatchMark Southern Holdings, Creek Pine Holdings and Triple T GP is and will be a QRS Subsidiary. Each of CatchMark TRS Subsidiary, CatchMark HBU, CatchMark TRS Subsidiary II, CatchMark TRS Manager, CatchMark TRS Member and Creek Management is and will be a TRS Subsidiary. Each Loan Party or Subsidiary of any Loan Party established or otherwise acquired or created by division after the Effective Date (other than CTT Employee) shall be identified as a QRS Subsidiary or TRS Subsidiary in the applicable Joinder Agreement.

SECTION 7.24.4 Separateness . Each Loan Party and each Subsidiary of any Loan Party has held, and at all times will hold, itself out to the public as, a legal entity separate and distinct from any other Person, shall correct any known misunderstanding regarding its status as a separate entity, shall conduct and operate its business in its own name and shall not identify itself or any of its Affiliates as a division or part of the other. Triple T GP has held, and at all times will (I) hold itself out to the public as a legal entity separate and distinct from any other Person (including the other Loan Parties and TexMark Timber Treasury, L.P.), (II) correct any known misunderstanding regarding its status as a separate entity, and (III) conduct and operate its business in its own name and not identify itself or any of its Affiliates as a division or part of the other.

SECTION 7.24.5 Overhead . Each Loan Party and each Subsidiary of any Loan Party has and will allocate fairly and reasonably any overhead expenses that are shared with any other Loan Party or any Affiliate thereof, including paying for office space and services performed by any employee of an Affiliate.

SECTION 7.24.6 Liabilities and Expenses . Item 6.24 (“ Accounts ”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof) identifies all InvestLine Accounts and deposit, securities and commodities accounts and subaccounts in the name of any Loan Party or any Shell Subsidiary of any Loan Party, including, for each such account or subaccount, the name on the account or subaccount, the account or subaccount number, the type of account or subaccount, the name and address of the financial institution at which the account or subaccount is located, and the sources and uses of funds contained in or credited to such account or subaccount. Except as identified in Item 6.24 (“ Accounts ”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof), each Loan Party and each Subsidiary of any Loan Party has and will pay its own liabilities and expenses out of its own funds drawn on its own InvestLine Account or bank account or subaccounts.

SECTION 7.24.7 [ Reserved ].

SECTION 7.24.8 Separateness of Assets . Other than as provided in Item 6.24 (“ Accounts ”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof), each Loan Party and each Subsidiary of any Loan Party (a) has and will (i) maintain all of its InvestLine Accounts and bank accounts separate from any other Person, (ii) hold all of its assets in its own name and (iii) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other entity; and (b) has not and will not (i) commingle its funds or other assets with those of any other Person or (ii) participate in a cash management system with any other Person.

SECTION 7.24.9 Guarantees . Other than as permitted by Section 7.2.2 , no Loan Party and no Subsidiary of any Loan Party has or will hold itself out as being responsible for the debts or obligations of any other Person, or has or will hold out its credit as available to satisfy the obligations of any other Person.

SECTION 7.24.10 Corporate Formalities . Each Loan Party and each Subsidiary of any Loan Party has and will hold regular meetings, as appropriate, to conduct its business in the ordinary course, and each Loan Party and each Subsidiary of any Loan Party has done and will do all things necessary to observe all customary organizational and operational formalities and record keeping and to preserve its existence. Each Loan Party and each Subsidiary of any Loan Party has and will maintain all of its books and records separate from those of any other Person and will maintain separate telephone numbers, stationery, invoices and checks.

SECTION 7.25 Qualified ECP Guarantor . The Borrower is a Qualified ECP Guarantor.

SECTION 7.26 Permitted Joint Venture . No Loan Party or any Subsidiary of any Loan Party owns, directly or indirectly, any Equity Interests in any Joint Venture other than Permitted Joint Ventures.

ARTICLE VIII
COVENANTS

SECTION 8.1 Affirmative Covenants . The Borrower and the Loan Parties agree with each Lender and the Administrative Agent that, until all the Obligations have been paid in full in cash and performed in full and all the Commitments have been irrevocably terminated, the Borrower and the Loan Parties will perform, and will cause their respective Subsidiaries to perform, the obligations set forth in this Section. Notwithstanding the below, for purposes of this Section 7.1 no Subsidiary of CatchMark Timber qualifying as an Unrestricted Timber Subsidiary shall be deemed to be a Subsidiary of any Loan Party other than with respect to Sections 7.1.1(a), (b) , (d)(i) , and (p) .

SECTION 8.1.1 Financial Information, Reports, Notices, etc .

Each Loan Party and each Subsidiary of any Loan Party, will furnish, or will cause to be furnished, to the Administrative Agent copies of the following financial statements, reports, notices and information (all of which shall be in form and scope reasonably satisfactory to the Administrative Agent):

(a) as soon as available and in any event within the shorter of (x) 45 days after the end of each Fiscal Quarter except for the last Fiscal Quarter of each Fiscal Year and (y) 10 days following the date that CatchMark Timber is required to file its quarterly report with the SEC as part of its periodic reporting (if CatchMark Timber is subject to such reporting requirements) except for the last Fiscal Quarter of each Fiscal Year,

(A) consolidated balance sheets of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures for such Fiscal Quarter and (when available) for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (when available), together with comparable information adjusted to reflect any changes at the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year, certified as complete and correct by a Financial Officer of CatchMark Timber as fairly presenting the financial position of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the date thereof and for the period then ended; provided that, to the extent included in such report, the furnishing of the quarterly report of CatchMark Timber on Form 10-Q for such quarter, as filed with the SEC, will satisfy the Loan Parties’ obligation under this Section 7.1.1(a)(i) ;

(B) (x) if any Unrestricted Timber Subsidiaries have been acquired or organized by CatchMark Timber or if any Unrestricted Timber Transactions have been consummated, if requested by the Administrative Agent, or (y) if any Loan Party has invested in any Consolidated Permitted Joint Venture, consolidating balance sheets of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the end of such Fiscal Quarter and consolidating statements of earnings and cash flow of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures for such Fiscal Quarter and (when available) for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (when available), together with comparable information adjusted to reflect any changes at the close of and for the corresponding Fiscal Quarter for the prior Fiscal Year and for the corresponding portion of the previous Fiscal Year, certified as complete and correct by a Financial Officer of CatchMark Timber as fairly presenting the financial position of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the date thereof and for the period then ended;

(C) consolidated balance sheets of each Permitted Joint Venture as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of each Permitted Joint Venture for such Fiscal Quarter and (if and to the extent available) for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (if and to the extent available), certified as complete and correct by a Financial Officer of CatchMark Timber as fairly presenting the financial position of such Permitted Joint Venture and its consolidated Subsidiaries as of the date thereof and for the period then ended;

(b) as soon as available and in any event within the shorter of (x) 90 days after the end of each Fiscal Year and (y) 10 days following the date that CatchMark Timber is required to file its annual report with the SEC as part of its periodic reporting (if CatchMark Timber is subject to such reporting requirements),

(A) a copy of the annual consolidated audit report for such Fiscal Year for CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures, including therein consolidated balance sheets of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the end of such Fiscal Year and consolidated statements of earnings and of cash flow of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures for such Fiscal Year, in each case certified without any “going concern” or other material qualification in a manner reasonably acceptable to the Administrative Agent by Deloitte & Touche LLP or other independent public accountants acceptable to the Administrative Agent, together with (1) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters and (2) comparable information adjusted to reflect any changes at the close of the prior Fiscal Year (when available); provided that, to the extent included in such report, the furnishing of the annual report of CatchMark Timber on Form 10-K for such year, as filed with the SEC, will satisfy the Loan Parties’ obligation under this Section 7.1.1(b)(i) ;

(B) (x) if any Unrestricted Timber Subsidiaries have been acquired or organized by CatchMark Timber or if any Unrestricted Timber Transactions have been consummated, if requested by the Administrative Agent, or (y) if any Loan Party has invested in any Consolidated Permitted Joint Venture, consolidating balance sheets of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the end of such Fiscal Year and consolidating statements of earnings and cash flow of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures for such Fiscal Year, together with comparable information for the previous Fiscal Year, certified as complete and correct by a Financial Officer of CatchMark Timber as fairly presenting the financial position of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures as of the date thereof and for the period then ended;

(C) a copy of the annual consolidated financial statements for such Fiscal Year for each Permitted Joint Venture, including therein consolidated balance sheets of such Permitted Joint Venture as of the end of such Fiscal Year and consolidated statements of earnings and of cash flow of such Permitted Joint Venture and its Subsidiaries for such Fiscal Year;

(c) as soon as available and in no event later than the date the financial statements are delivered (or are required to be delivered) pursuant to clause (a) or clause (b) , a Compliance Certificate;

(d) concurrently with the delivery of the financial statements pursuant to clause (b) :

(A) the final management letter, if any, prepared by the independent public accountants who prepared such financial statements with respect to internal audit and financial controls of CatchMark Timber, and its Subsidiaries and, if applicable, its Consolidated Permitted Joint Ventures; and

(B) a certificate of a Financial Officer of the Borrower setting forth the information required pursuant to the disclosure schedules of the Security Agreement and the Pledge Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent certificate delivered pursuant to this clause;

(e) [reserved];

(f) as soon as possible and in any event within three (3) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Section 6.7 , (ii) the commencement of any litigation, action, proceeding or labor controversy of the type described in Section 6.7 , (iii) the commencement of any legal proceeding seeking injunctive relief or which may materially impair the ability of any Loan Party or any Subsidiary to any Loan Party to perform their obligations or (iv) any change in the certified public accountants of any Loan Party or any Subsidiary of any Loan Party, notice thereof by an Authorized Officer of the Borrower and copies of all documentation relating thereto;

(g) as soon as possible and in any event within three (3) Business Days after the occurrence of each Default, Event of Default or event that could reasonably be expected to result in a Material Adverse Effect, a statement of an Authorized Officer of the Borrower setting forth reasonably detailed information regarding such Default, Event of Default or event, and the action which the Borrower has taken and proposes to take with respect thereto;

(h) concurrently with the sending or filing thereof, copies of all (i) reports and documents which any Loan Party or any Subsidiary of any Loan Party sends to holders of its Equity Interests generally, (ii) press releases and other statements made available by any Loan Party or any Subsidiary of any Loan Party to the public concerning material changes or developments in it business and (iii) reports, financial statements and registration statements which any Loan Party or any Subsidiary of any Loan Party files with the SEC or any securities exchange, except that the Borrower shall not be required to deliver any of the foregoing which has previously been delivered hereunder;

(i) promptly after becoming aware of any events which would give rise to a mandatory prepayment under Section 3.1.2 , a statement of a Financial Officer of the Borrower setting forth reasonably detailed information regarding the same and, in the case of any events which would give rise to mandatory prepayment under Section 3.1.2(f) , either a Borrowing Request or a statement as to the anticipated source of funds to satisfy the repayment required by the last sentence of Section 3.1.2(f) ;

(j) all such notices and documents required to be delivered pursuant to the other Loan Documents;

(k) promptly after the receipt thereof by any Loan Party or any Subsidiary of any Loan Party, copies of any notice of non-payment or underpayment of material Taxes or other charges by any Loan Party or any Subsidiary of any Loan Party that is received from any relevant Governmental Authority;

(l) concurrently with the receipt or delivery thereof by any Loan Party or any Subsidiary of any Loan Party, all material notices, including notices of default or termination, received or delivered by any Loan Party or any Subsidiary of any Loan Party pursuant to any Material Agreement;

(m) promptly after the assertion or occurrence thereof, notice of any proceeding, demand, investigation or claim of any Governmental Authority regarding the noncompliance by any Loan Party or any Subsidiary of any Loan Party with any Environmental Laws that could (i), either individually or in the aggregate, reasonably be expected to result in a liability exceeding the Material Environmental Amount or (ii) cause any Real Property to be subject to any restrictions on ownership, transferability or occupancy;

(n) as soon as available and in no event later than 10 Business Days prior to the beginning of each calendar year, pro forma financial projections for the next following 24-month period for CatchMark Timber and its Subsidiaries and, if applicable, its Consolidated Permitted Joint Ventures prepared on a quarterly basis for such period;

(o) on or prior to the opening or acquiring of any new InvestLine Account or deposit or securities account or subaccounts by any Loan Party or any Shell Subsidiary and as soon as available upon any other change regarding such accounts or subaccounts such that the information provided in the most recently delivered schedule is no longer true and correct in all material respects, an updated Item 6.24 (“ Accounts ”) of the Disclosure Schedule identifying such InvestLine Accounts or deposit, securities or commodities account or subaccounts opened or acquired by any Loan Party or Shell Subsidiary and providing such other information as is described in the first sentence of Section 6.24.6 ; and

(p) such other information respecting the condition or operations, financial or otherwise, of any Loan Party or any Subsidiary of any Loan Party and, to the extent available to CatchMark Timber or its Subsidiaries, any Permitted Joint Venture or any Subsidiary of any Permitted Joint Venture, as any Lender through the Administrative Agent may from time to time reasonably request.

SECTION 8.1.2 Compliance with Law; Payment of Obligations .

(a) Each Loan Party and each Subsidiary of any Loan Party will comply in all material respects with all material permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of each Governmental Authority and all Law.

(b) Each Loan Party shall, and shall cause each of its Subsidiaries, Affiliates, officers, directors, employees and agents to, comply with all (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions. Each Loan Party shall implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees and agents with all (i) Anti-Corruption Laws, (ii) Anti-Terrorism Laws and (iii) Sanctions.

(c) Each Loan Party and each Subsidiary of any Loan Party will pay before the same become delinquent, all (i) its Indebtedness and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, and (ii) lawful claims for labor, materials and supplies or otherwise, except for the non-payment of such other Indebtedness, obligations, Taxes, assessments, charges and claims that (A) are being diligently contested in good faith by appropriate proceedings which (1) suspend collection of the contested other Indebtedness, obligation, Tax, assessment, charge, or claim and any Lien arising therefrom and (2) for which adequate reserves in accordance with GAAP shall have been set aside on its books and (B) could not reasonably be expected to have, either individually or in the aggregate, a material liability to any Loan Party or Subsidiary of a Loan Party. If such contest is terminated, adversely resolved or the conditions set forth in this Section are no longer met, each Loan Party and each Subsidiary of any Loan Party shall promptly pay or discharge the contested other Indebtedness, obligations, Taxes, assessments, charges and claims.

SECTION 8.1.3 Maintenance of Properties and Franchises .

(a) Each Loan Party and each Subsidiary of any Loan Party will, in the exercise of its reasonable business judgment, maintain, preserve, protect and keep its properties in good repair, working order and condition (reasonable wear and tear, casualty and condemnation excepted), and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times.

(b) Each Loan Party and each Subsidiary of any Loan Party will do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and qualification as a foreign corporation, limited liability company or partnership in each jurisdiction where it has assets or conducts business and (ii) the permits, licenses, authorizations, approvals, entitlements, accreditations, privileges and franchises of all Governmental Authorities or otherwise necessary for the proper conduct of its business (including the ownership and the leasing of the Real Property).

SECTION 8.1.4 Insurance .

(a) Each Loan Party and each Subsidiary of any Loan Party will maintain insurance policies and coverage with respect to its property and assets at least as expansive as set forth on Item 6.21 (“ Insurance ”) of the Disclosure Schedule and, in any event, to such extent and covering such risks as is customary for companies in sound financial condition in the same or similar businesses and operations and in the same or similar locations. In addition, each Loan Party and each Subsidiary of any Loan Party will maintain such other additional insurance coverage in such amounts and with respect to such risks as the Administrative Agent or the Required Lenders may reasonably request from time to time.

(b) Without limiting clause (a) above, each Loan Party and each Subsidiary of any Loan Party shall, to the extent required under the Flood Laws, obtain and maintain flood insurance for such structures and contents constituting Collateral located in a flood hazard zone, in such amounts as similar structures and contents are insured by prudent companies in similar circumstances carrying on similar businesses and otherwise satisfactory to the Administrative Agent. Each Loan Party and each Subsidiary of any Loan Party will promptly take all such further action as may be reasonably requested by the Administrative Agent or any Lender required to comply with Flood Laws (as determined in the reasonable discretion of the Administrative Agent or such requesting Lender).

(c) All premiums on insurance policies required under this Section will be paid by the Borrower. All insurance policies relating to any loss or damage sustained in respect of any item constituting a part of the Collateral will contain a loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Administrative Agent. All insurance policies relating to general liability, umbrella and excess insurance coverage will contain an additional insured endorsement, in form and substance satisfactory to the Administrative Agent, in favor of the Administrative Agent. All such insurance policies will provide that:

(A) No Loan Party, Subsidiary or Affiliate of any Loan Party, or Lender will be a coinsurer thereunder; and

(B) such insurance will not be affected by any unintentional act or negligence or representation or warranty on the part of any Loan Party or any Subsidiary of any Loan Party or other owner of the policy or the property described in such policy.

All such insurance policies will provide that the insurer will, simultaneously with the delivery to any Loan Party or any Subsidiary of any Loan Party of any notice of a material event under such policy, deliver to the Administrative Agent a copy of such notice. All such insurance policies and loss payable clauses will provide that they may not be canceled, amended or terminated unless the Administrative Agent is given at least the same number of days’ notice that the insurance company which issued such policies is required to give any Loan Party or any Subsidiary of any Loan Party, but in no event less than (i) 10 days’ prior written notice by reason of nonpayment of premium or (ii) 30 days’ prior written notice for any other reason.

(d) The Borrower will provide to the Administrative Agent and to its insurance consultant (or any agent, officer or employee of the Administrative Agent) such other information relating to its insurance coverage as may be reasonably requested by the Administrative Agent. The insurance consultant (through its officers or employees) shall have the right to visit the offices of any Loan Party and any Subsidiary of any Loan Party, upon reasonable prior notice during usual business hours, to inspect the insurance policies provided for herein. The reasonable fees, costs and expenses of the insurance consultant shall be paid for by the Borrower.

(e) If any Loan Party or Subsidiary of any Loan Party fails to maintain any of the policies of insurance required by this Section (the “ Required Insurance ”), the Administrative Agent may (but shall not be required to), at the sole cost and expense of the Borrower, obtain and maintain such policies of insurance, pay the related premiums and take such other action as it deems reasonably advisable. All costs related to the foregoing shall be charged to the Borrower’s loan account. Notwithstanding the foregoing, the Administrative Agent shall have no liability with respect to the cost, scope, amount or other terms with respect to the insurance purchased by it pursuant to this provision. If the Loan Parties provide the Administrative Agent with proof reasonably acceptable to the Administrative Agent that the Loan Parties have all Required Insurance, then the Administrative Agent agrees to cancel the insurance purchased by the Administrative Agent pursuant to this clause (e) within a reasonable period of time thereafter.

(f) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the sole right, in the name of the Lenders and each other Lender Party, to file claims under any insurance policies with respect to which the Administrative Agent is the loss payee, to receive receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

(g) The Borrower will furnish to the Administrative Agent annually and at such other times as the Administrative Agent shall reasonably request, a certificate of insurance and other evidence as to the insurance required to be maintained pursuant to this Section.

SECTION 8.1.5 Books and Records; Inspections; Annual Meeting .

(a) Each Loan Party and each Subsidiary of any Loan Party will keep books and records which accurately reflect in all material respects all of its business affairs and transactions. Each Loan Party and each Subsidiary of any Loan Party will maintain at all times books and records pertaining to the Collateral in such detail, form, and scope as the Administrative Agent shall reasonably require.

(b) Each Loan Party and each Subsidiary of any Loan Party (to the extent relating to the transactions contemplated by the Loan Documents) will permit the Administrative Agent and each Lender or any of their respective representatives (including outside auditors), at reasonable times and intervals and with reasonable prior notice unless a Default or Event of Default has occurred and is continuing, to visit all of its offices, to discuss its financial matters with its officers and independent public accountant (subject to such accountant’s customary policies and procedures) and to examine (and, at the expense of the Borrower, copy extracts from) and conduct audits of any of its account receivables, other assets and books or other corporate records (including computer records). The Administrative Agent and the Lenders or any of their respective representatives shall give the Loan Parties the opportunity to participate in any discussions with the Loan Parties’ independent public accountant; provided that, if an Event of Default has occurred and is continuing, the Administrative Agent and the Lenders or any of their respective representatives shall only be required to give the Loan Parties written prior notice of such discussions.

(c) If any Default or Event of Default has occurred and is continuing, as may be requested by the Administrative Agent or the Required Lenders, the Borrower shall host a meeting of the Lenders to discuss their financial condition and results of operations (including its financial reports and related material delivered with respect to such Fiscal Year). Such meeting shall be held at a mutually convenient location as agreed to by the Administrative Agent and the Lenders.

(d) The Borrower will pay all the reasonable fees and expenses of the Administrative Agent and each Lender in the exercise of their rights pursuant to this Section, including the reasonable fees and expenses of independent public accountants and other professionals retained by the Administrative Agent and the Lenders; provided that, notwithstanding the foregoing, (i) if no Default or Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Administrative Agent for such fees and expenses in connection with more than one audit and one visit per calendar year, and (ii) unless a Default or an Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse the Lenders for any such fees and expenses. For the avoidance of doubt, the parties hereto agree that the foregoing proviso to Section 7.1.5(d) does not apply with respect to any audits or visits conducted by any Field Servicer.

SECTION 8.1.6 Environmental Covenants .

(a) Each Loan Party and each Subsidiary of any Loan Party will, and will cause all lessees and other Persons occupying any of the Real Property or their other properties to:

(A) use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where the failure to do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to result in a liability exceeding a Material Environmental Amount;

(B) take all such actions as are necessary and appropriate so that no liability with respect to the Environmental Laws may arise which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount; and

(C) promptly notify the Administrative Agent and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the condition of the Real Property or compliance with Environmental Laws which, either individually or in the aggregate could reasonably be expected to result in a liability exceeding the Material Environmental Amount, and shall cure and have dismissed with prejudice to the reasonable satisfaction of the Administrative Agent any actions and proceedings relating to compliance with or liability pursuant to Environmental Laws which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding the Material Environmental Amount.

(b) Prior to acquiring any ownership or leasehold interest in any additional real property after the Effective Date that could give rise to any Loan Party or any Subsidiary of any Loan Party being found subject to potential liability under any Environmental Laws, the Borrower will (i) obtain a written report by a reputable independent environmental consultant reasonably acceptable to the Administrative Agent (an “ Environmental Consultant ”) as to its assessment of the presence or potential presence of significant levels of any Hazardous Material on, in, under or about such property, or of other conditions that could give rise to a potentially significant liability to any Loan Party or any Subsidiary of any Loan Party under violations of any Environmental Laws relating to such transaction, and notify the Administrative Agent of such potential transaction, and (ii) afford the Administrative Agent a reasonable opportunity to review, to discuss such report with the Environmental Consultant who prepared it and a knowledgeable representative of the Borrower. The Administrative Agent shall have the right, but shall not have any duty, to obtain, review, or discuss any such report.

(c) If any Lender has formed a reasonable belief that material violations of Environmental Laws may exist or there may have been a Release on the Real Property in amounts or under circumstances which, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount, then, at the Administrative Agent’s request, the Loan Party or the Subsidiary of such Loan Party that owns the Real Property in question shall perform, or use commercially reasonable efforts to cause to be performed by any other responsible party, tests, including subsurface testing, soil and groundwater testing, and other tests which may physically invade the Real Property pursuant to a scope of work proposed by the Borrower and approved by the Administrative Agent (the “ Environmental Tests ”), as the Administrative Agent, in its reasonable discretion, determines is necessary to (i) investigate the condition of the Real Property, (ii) protect the security interest created under the Mortgages and the other Loan Documents and (iii) determine compliance in all material respects with all Environmental Laws, the provisions of the Loan Documents and other matters relating thereto. The Loan Parties and Subsidiaries of any Loan Party shall provide true and accurate copies of the results of the Environmental Tests to the Administrative Agent and the Lenders upon receipt of the results. In the event that (I) any Loan Party or any Subsidiary of any Loan Party fails to promptly initiate the Environmental Tests requested by the Administrative Agent, (II) any Loan Party or any Subsidiary of any Loan Party fails to provide to the Administrative Agent and the Lenders with the results of such Environmental Tests within 60 days of the request therefor or such additional time as the Administrative Agent shall agree in its sole discretion or (III) the Administrative Agent or the Required Lenders are not reasonably satisfied with the results of such Environmental Tests, then the Administrative Agent may undertake to perform or cause to be performed, at the Borrower’s expense, such Environmental Tests for the account of the Borrower and the other Loan Parties.

(d) Each Loan Party and each Subsidiary of any Loan Party shall, in accordance with prudent industry practice, from time to time perform any investigation, remediation, reclamation or similar action required by such Loan Party or such Subsidiary of any Loan Party under any applicable Environmental Laws. Each plan of remediation shall be subject to the prior review of the Administrative Agent. All such work shall be performed by one or more Environmental Consultants. The Loan Party or such Subsidiary of the Loan Party performing, or causing the performance of, the action shall proceed in reasonable diligence with such investigatory and remedial actions, provided that in all cases such actions shall (i) be in accordance with the remediation plan approved by an appropriate Governmental Authority if such approval is required by applicable Environmental Laws, (ii) be in accordance with all applicable Environmental Laws and (iii) be performed in a good, safe and workmanlike manner so as to minimize, to the extent practicable, any impact on the business conducted at or the value of the Real Property. The Borrower shall pay all costs actually incurred in connection with such investigatory and remedial activities, including all power and utility costs, and any and all Taxes or fees that may be applicable to such activities. The Loan Party or the Subsidiary of such Loan Party conducting such activities shall promptly provide to the Administrative Agent and the Lenders copies of testing reports and results generated in connection with such activities. Promptly upon completion of such investigation and remediation, each Loan Party and each Subsidiary of any Loan Party shall permanently close all monitoring wells and test holes associated with such investigation and remediation in compliance with Law, remove all associated equipment and restore the Real Property to the maximum extent practicable, which shall include, without limitation, the repair of any surface damage. Within 30 days of demand therefor, if the reasonably estimated funds required to complete a remediation or similar action addressed by this Section 7.1.6(d) are in excess of the Material Environmental Amount, the Borrower shall provide the Administrative Agent with a bond, letter of credit or similar financial assurance reasonably satisfactory to the Administrative Agent evidencing that the necessary funds are available to perform the obligations established by this clause, unless a bond or similar financial assurance at least in the amount required by the Administrative Agent is in full force and effect and is available and is in fact used by the relevant Governmental Authority to pay such obligations.

(e) The Administrative Agent, whether or not the Administrative Agent has acquired possession or title to the Real Property, shall have the right to undertake any and all actions to remediate the Real Property which any Loan Party or any Subsidiary of any Loan Party shall fail to perform or cause to be performed in accordance with the requirements of this clause.

SECTION 8.1.7 As to Intellectual Property Collateral .

(a) Each Loan Party and each Subsidiary of any Loan Party shall take all actions necessary to ensure that no Intellectual Property Collateral lapses, becomes abandoned, dedicated to the public, invalid, unenforceable or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court), unless the Borrower shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that such lapse, abandonment, dedication, invalidity, unenforceability, determination or development could not reasonably be expected to have a Material Adverse Effect.

(b) In no event shall any Loan Party, any Subsidiary of any Loan Party or any of their agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Administrative Agent, and upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s first priority security interest in such Intellectual Property Collateral and the goodwill and general intangibles of each Loan Party and each Subsidiary of any Loan Party relating thereto or represented thereby.

(c) Each Loan Party and each Subsidiary of any Loan Party will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under clause (a) ).

SECTION 8.1.8 Payment of Taxes and Claims; Deposits for Taxes and Insurance Premiums .

(b) [reserved].

(c) Each Loan Party and each Subsidiary of any Loan Party will file all Federal, state and other material tax returns required to be filed in any jurisdiction and pay all Taxes imposed or levied upon the Collateral or on the interests created by any Mortgage or with respect to the filing of any Mortgage, or on the Lien and other interests created by any Mortgage, to the extent such Taxes have become due and payable and before they have become delinquent. Any Loan Party and any Subsidiary of any Loan Party may, at its own expense, in good faith and by appropriate proceedings diligently contest any such Taxes and, in the event of any such contest, may permit the Taxes so contested to remain unpaid during the period of such contest and any appeal therefrom; provided that during such period the Loan Parties shall be in compliance with this Agreement and that adequate reserves for such Taxes shall have been set aside on their books in accordance with GAAP.

(d) In the event of the passage, after the Effective Date, of any Law that deducts from the value of the Collateral any Tax or changes the taxation of mortgages, deeds of trust and/or security agreements, or the manner of the collection of any such Taxes, in each case which has the effect of imposing any additional payment or expense against any of the Collateral or upon the Administrative Agent or any Lender, the Borrower shall pay such Tax or promptly reimburse the Administrative Agent or such Lender for its or their payment.

SECTION 8.1.9 Further Assurances; Additional Collateral; Additional Loan Parties .

(a) Each Loan Party and each Subsidiary of any Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds to secure debt and other documents), which may be required under any Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent, for the benefit of the Lender Parties (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3 ), securing all the Obligations, all at the expense of the Borrower. The Borrower also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Loan Documents.

(b) If any property or asset is acquired by the Borrower or any Subsidiary of the Borrower (other than a Shell Subsidiary to the extent consistent with the definition thereof and, if applicable, the definition of Permitted JV Investment Subsidiary), the Borrower will notify the Administrative Agent promptly thereof (except such notice shall not be required if the Administrative Agent has a valid first priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent) and will cause such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3 ), and will take, and cause its Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens (including the actions described in clause (a) and obtaining Landlord Estoppel Certificates with respect to assets located on leased Real Property (unless waived by the Administrative Agent in its sole discretion) other than Unsecured Real Property).

(c) Without limiting the above, if any Real Property is acquired on or after the Effective Date by any Subsidiary Guarantor, subject to the exceptions and extensions set forth in the last sentence of the definition of “Real Property Documents” with respect to certain acquisition of Real Property and in Section 7.2.8(e) , the Loan Parties will deliver to the Administrative Agent:

(A) written notice of such acquisition at least forty-five (45) days (or such shorter notice as the Administrative Agent may agree to in its sole discretion) prior to the closing of the same; provided that , for the acquisition of Unsecured Real Property, such written notice of acquisition shall be delivered at least five (5) days (or such shorter notice as the Administrative Agent may agree to in its sole discretion) prior to the closing of the acquisition;

(B) not less than thirty (30) days prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the closing of such acquisition of additional Real Property, copies of the substantially complete form of the Real Property Documents; provided that , for the acquisition of Unsecured Real Property, such copies shall be delivered within a reasonable period of time prior to the closing of the acquisition;

(C) not less than two (2) Business Days prior (or such shorter period of time as the Administrative Agent may agree to in its reasonable discretion) to the closing of such acquisition of additional Real Property, copies of the final form of the Real Property Documents; provided that , for the acquisition of Unsecured Real Property, such copies shall be delivered within a reasonable period of time prior to the closing of the acquisition;

(D) prior to such closing of such acquisition of additional Real Property copies or originals, as applicable, of the final, fully executed Real Property Documents; and

(E) not later than ninety (90) days after such closing of such acquisition of additional Real Property other than any Unsecured Real Property (or such longer period of time as the Administrative Agent may agree to in its reasonable discretion), recorded copies of any Mortgage, Mortgage Amendment, UCC financing statement or other applicable Real Property Documents.

(For the avoidance of doubt, as provided in the definition of “Real Property Documents,” the Administrative Agent may elect in its sole discretion to accept delivery of one or more of the Real Property Documents after the closing of such acquisition and/or to waive delivery of one or more of the Real Property Documents.)

(d) Without limiting the above, if any Subsidiary of any Loan Party is established or acquired or created by division after the Effective Date, the Loan Parties will, and will cause their Subsidiaries to, deliver to the Administrative Agent:

(A) written notice of such establishment or acquisition or division at least thirty (30) days (or such shorter notice as the Administrative Agent may agree to in its sole discretion) prior to the same, which notice shall identify whether such new Subsidiary shall be a Shell Subsidiary and, if a Shell Subsidiary, whether such new Subsidiary shall be a Permitted JV Investment Subsidiary; and

(B) prior to (i) such event, transaction or date as would result in a Shell Subsidiary or its parent no longer qualifying as a Shell Subsidiary (other than as part of a Disposition of the same in compliance with the terms hereof), or (ii) such establishment or acquisition or division of a Subsidiary not designated as a Shell Subsidiary (or, in each case, such later time as the Administrative Agent may agree to in its sole discretion), copies or originals, as applicable, of the final, fully executed Joinder Documents. For the avoidance of doubt, this clause (ii) shall not apply in the event a Permitted JV Investment Subsidiary or a Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary converts into a Permitted Joint Venture in accordance with the terms hereof.

SECTION 8.1.10 Exercise of Rights under Transaction Documents . Each Loan Party and each Subsidiary of any Loan Party will enforce in its reasonable business judgment all of its material rights under each Transaction Document to which it is a party, including, without limitation, all material indemnification rights thereunder, and pursue all material remedies that are available to any Loan Party or any Subsidiary of any Loan Party with diligence and in good faith in connection with the enforcement of any such rights.

SECTION 8.1.11 Timber Affirmative Covenants .

(a) Management . The Timberland shall be operated in accordance with (i) industry standards for their highest and best use as timberlands, having due regard to soil conditions, stand arrangements and other factors relevant to the conduct of sound silvicultural and harvesting practices and (ii) Best Management Practices.

(b) Material Timberland Operating Agreement . Each Material Timberland Operating Agreement shall remain in full force and effect and there shall be no default, breach or violation existing thereunder by any party thereto and no event shall occur (other than payments due but not yet delinquent) that would entitle any party thereto to terminate such Agreement. No Material Timberland Operating Agreement shall be modified in any respect except as permitted by Section 7.2.10 . No Loan Party or Subsidiary of any Loan Party shall enter into any agreement relating to the management or operation of any portion of the Timberland that would constitute a Material Timberland Operating Agreement without the express consent of the Administrative Agent. No Timber Manager may assign, delegate or subcontract any of its rights or obligations under any Material Timberland Operating Agreement or any other Loan Document to which it is a party without the prior written consent of the Administrative Agent in its sole discretion unless (i) such Timber Manager’s obligations under each Material Timberland Operating Agreement and any other Loan Document to which such Timber Manager is a party shall remain unchanged, (ii) such Timber Manager shall remain solely responsible to the parties of each Material Timberland Operating Agreement and any other Loan Document to which such Timber Manager is a party for the performance of such obligations, and (iii) the Loan Parties, the Subsidiaries of the Loan Parties, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Timber Manager in connection with such Timber Manager’s rights and obligations under each Material Timberland Operating Agreement and any other Loan Document to which such Timber Manager is a party.

(c) Annual Operating Plan . As soon as available and in no event later than ten (10) Business Days prior to the beginning of each calendar year, the Borrower will submit to the Lenders on behalf of the Landholders an annual plan of operations for Timber harvesting (the “ Harvest Plan ”) for the Timberlands (which shall be prepared on a per Division basis) consistent with the Harvest Plan provided by the Borrower pursuant to the Existing Credit Agreement and such other information pursuant to Section 7.1.1(p) , for the following calendar year, which shall be prepared or reviewed by each Timber Manager, the Administrative Agent, the Field Servicers and other consultants of the Administrative Agent (if any). The Landholders shall promptly notify the Administrative Agent of any material changes in the Harvest Plan, which changes shall be subject to approval by the Administrative Agent in its reasonable discretion.

(d) Timber Harvesting and Forest Management Operations . If no Default or Event of Default has occurred and is continuing, each Landholder may cut and remove its Timber from its Timberland subject to satisfaction of the following conditions:

(A) All cutting, logging and removal of Timber shall be in accordance with Best Management Practices.

(B) All cutting operations of Timber shall be conducted in such a manner as to realize in accordance with industry standards the greatest return from the Timber, to effect suitable utilization of the Timberland, to assure the early and complete regeneration of stands of desirable Timber and to maximize development of Timber, both as to growth and quality. All standing Timber shall be cut as close to the ground as practicable in order to leave the lowest stump, with jump-butting to be used when necessary. All desirable Timber that is not at the time being harvested, including young trees, shall be protected against unnecessary injury from felling, skidding and hauling. All measures reasonably practicable shall be used in cutting operations to prevent soil erosion including the proper location of skidways and roads.

(C) Any intermediate harvesting of Timber shall be carried out in accordance with industry standards to produce the maximum growth on the maximum number of stems, consistent with the production in accordance with industry standards in order to maximize the greatest quantity and quality of merchantable Timber, and all harvesting shall be carried on in a manner calculated to realize in accordance with industry standards the maximum investment value in the Timberland.

(D) Each Landholder shall keep and maintain at its offices adequate and accurate books and records of all Timber cut and removed from its Timberland and the payments received therefrom. Each Landholder shall furnish a record of cuttings and payments to the Administrative Agent in a form and at such times as the Administrative Agent may specify from time to time, but not less frequently than 45 days after each calendar quarter (with a comprehensive year-end summary with the fourth calendar quarter report and a comparison of such cuttings against the Harvest Plan for such calendar year). All such reports: (A) shall include (1) independent information for each Division and (2) the total net volume of logs scaled by species for each product type; (B) if requested by the Administrative Agent in its sole discretion, shall include (1) the number of acres of the Timberland and in each Division on which cutting in the form of clear cutting, seed tree, shelterwood, cover story removal and commercial thinning was conducted (with the number of acres for each such form of cutting being separately stated and the location of the acreage for each such form of cutting being identified according to the descriptions of Divisions used in the Harvest Plan), (2) the number of acres of the Timberland in which Timber was lost or destroyed (with the number of acres lost or destroyed by each cause being separately stated and the location of the acreage lost or destroyed by each cause being identified), (3) a description of all improvements made on the Timberland (including, but not limited to, all buildings and capitalized forest roads and all pre-commercial thinning) and the acres affected by each such improvement (with the location of such improvements and acres being identified according to said descriptions), and (4) a description of silviculture operations, site preparation and replanting (with the number of acres affected, the location and the type of product replanted); and (C) shall include such other information as the Administrative Agent may reasonably specify from time to time with respect to the management of and activities on the Timberland. No later than 45 days after the end of each calendar year (or such later date as the Administrative Agent may approve in its sole discretion), each Landholder shall provide to the Administrative Agent a summary report of cuttings and payments for the preceding calendar year consistent with the reports delivered pursuant to the Existing Credit Agreement, including all information on each quarterly report that was delivered for the preceding calendar year and, to the extent requested by the Administrative Agent, a comparison of the respective period’s cutting compared with the Harvest Plan for such period and the requirements of the Supply Agreements. To the extent requested by the Administrative Agent, each Landholder shall also furnish to the Administrative Agent with each such periodic report, maps satisfactory to the Administrative Agent, showing the location of the Divisions on which the cutting, loss or destruction, site preparing and replanting and improvements reported on by such Landholder occurred or were made. Each such quarterly report shall be certified true and correct by a Financial Officer of the applicable Landholder and each Timber Manager, including a certification that such Landholder and the Timberland are in compliance with the Harvest Plan and the requirements of this Section.

(E) The Administrative Agent will have the right to inspect the Timberland, scaling practices, scaling slips and summaries, at any reasonable time and upon prior notice. Additionally, the Administrative Agent may, at its option, appoint one or more Field Servicers of its choice pursuant to one or more Field Serving Agreements to perform loan monitoring services, including conducting property inspections, monitoring of Timber harvesting, auditing of each Landholder’s current cruise and inventory data, monitoring Timber volumes, reviewing Timber management plans and performing other services deemed reasonably necessary by the Administrative Agent so as to monitor compliance by each Loan Party and each Subsidiary of any Loan Party with the requirements of this Agreement or any of the other Loan Documents. The Administrative Agent may terminate or modify any Field Servicing Agreement at any time in its sole discretion; provided that , if no Event of Default has occurred and is continuing when such modification is entered into, any written modification to any Field Servicing Agreement will be reasonably acceptable to the Borrower; provided however , that, notwithstanding the preceding proviso, any written modification shall be reasonably acceptable to the Borrower, solely to the extent that such modification 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. The Borrower agrees to pay all reasonable fees and expenses charged by such Field Servicers for such loan monitoring services.

(F) Each Landholder, each other Loan Party and each other Subsidiary of any Loan Party shall comply in all material respects with all Law concerning the harvesting of Timber and operation of a tree farm with respect to the Timberland.

(G) The remainder of any Timber cut for pine sawtimber or hardwood sawtimber not utilized through generally accepted sawmilling processes and normally referred to as topwood may be utilized as pulpwood at the applicable Landholder’s discretion.

(H) The cutting restrictions contained in this Section shall not apply to Timber cut for the purpose of salvaging Timber from loss due to oil, gas or mineral operations, insect infestation, fire or, with the prior approval of the Administrative Agent, for the purpose of carrying out sound forestry practices.

(I) The words “year(s)” and “cutting period(s)” as used in this Agreement shall mean the period from January 1 to December 31.

(J) If during any cutting period there is damage to the Timber on the Timberland by trespass, unauthorized cutting, mining, drilling, right-of-way clearing, condemnation, fire, disease, insects, storm or other hazards, the applicable Landholder shall promptly cut Timber or take such other reasonable and prompt measures as may be necessary to protect Timber from further damage in accordance with good forestry practices.

(K) Each Landholder will promptly notify the Administrative Agent of any damage to the Timberlands affecting more than 1% of the Value of the Timberlands.

(L) All reasonable measures shall be taken by each Landholder to insure proper regeneration of the Timber on the Timberland in order to maximize the development of the Timber, both as to growth and quality. Any clear-cut area and each area without adequate seed source shall be artificially regenerated within 24 months or two planting seasons of such cutting (or such later date as the Administrative Agent may approve in its sole discretion or if delayed for site-specific environmental or forest health management considerations or legal requirements), with desirable species using the most superior-type seedlings available and in any event, using then-current sound forestry practices. Notwithstanding the foregoing, no Landholder shall be required to take any actions pursuant to this clause which is not required by the terms of any Timber Lease in which it is the lessee.

(M) Prior to the commencement by any Landholder of any harvesting, mining or similar activities near any boundary line of the Timberland, such Landholder shall have said boundaries marked in order to prevent unauthorized harvesting from occurring. In the event adjoining landowners are conducting timber harvesting, mining or similar activities on their property near any boundary line of the Timberland, the Landholder will cause the boundary lines to be clearly marked to prevent unauthorized cutting. Each Landholder shall cause its Timberland to be inspected periodically for the purpose of preventing the unauthorized cutting of Timber.

(N) Each Landholder shall maintain at all times in accordance with sound silvicultural practices all reasonable and effective measures to prevent the development of and to control the spread of disease and insect infestation on its Timberland, including, the shifting of logging operations, to the extent economically feasible, to remove diseased or insect-infested Timber and other Timber threatened with disease or insect infestation and all such other accepted forest sanitation and control measures as are necessary to prevent the development and spread of disease and insect infestation.

(e) Salvage . To the extent economically feasible, all Timber that is dead, diseased, fallen or otherwise damaged by casualty or as a result of insect infestation, shall be salvaged and harvested in accordance with sound silvicultural practices.

(f) Fire Protection . All measures shall be taken which are reasonably necessary to protect the Timberland from loss by fire, which measures shall be at least equal to fire-control practices generally followed on timber producing property in the same general area, including the adoption of suitable prevention and control measures, the maintenance of adequate firefighting equipment, the maintenance of fire lanes where needed, the use of fire patrols, proper disposal of slash and full cooperation with Governmental Authorities on matters of fire prevention and control. Each Landholder shall maintain membership in forest protective associations where any of its Timberland fall within a forest protective district under the jurisdiction of any such association, and shall pay as due any forest patrol assessments of any state forester or of such forest protective association.

(g) Maintenance of Roads . The existing system of roads and roadways shall be maintained in such manner as to permit access of mobile firefighting equipment to substantially all parts of the Timberland.

(h) Cruise and Appraisals.

(A) Within 60 days of a request by the Administrative Agent in the exercise of its reasonable discretion (which request, unless an Event of Default has occurred and is continuing, shall not be made more than once in any period of 12 consecutive months), each Landholder, at the cost and expense of Loan Parties, shall deliver to the Lenders a Timber cruise of all or any portion of such Landholder’s Timberland, as the Administrative Agent shall have specified in its request. Each such Timber cruise shall be done by a third party professional that is acceptable to the Administrative Agent; provided that, if no Event of Default has occurred and is continuing, the Administrative Agent may in its sole discretion accept a Timber cruise conducted by the Landholders or their agents. The scope of such Timber cruise, as well as the specifications, methods and assumptions included therein, must be acceptable in form and substance to the Administrative Agent.

(B) Each Landholder, at the sole cost and expense of the Loan Parties, shall deliver to the Lenders (A) an annual appraisal update no later than 60 days prior to the end of calendar year 2019 and each calendar year end thereafter (other than with respect to the calendar years described in clause (B) ) of such Landholder’s Timberlands, (B) an appraisal no later than 60 days prior to the end of calendar year 2018 and each third calendar year end thereafter of such Landholder’s Timberlands, and (C) an appraisal within 60 days of a request by the Administrative Agent in the exercise of its reasonable discretion (which request, unless an Event of Default has occurred and is continuing, shall not be made more than once in any period of 12 consecutive months) of such Landholder’s Timberlands or portion thereof as the Administrative Agent shall have specified in its request. Each such appraisal update or appraisal shall assign independent values to each Division and any Timber Lease. Each such appraisal update or appraisal shall be done by Sizemore and Sizemore, Inc. or other nationally recognized forestry appraisal firm that is acceptable to the Administrative Agent. The scope of such appraisal update or appraisal, as well as the specifications, methods and assumptions included therein (including any “extraordinary assumptions” or “hypothetical conditions” (each as defined by the Uniform Standards of Professional Appraisal Practice)), must be acceptable to the Administrative Agent.

(i) Inventory Updates . No later than 60 Business Days after the end of each calendar year, each Landholder shall deliver to the Lenders an updated Timberland inventory report in form and scope reasonably acceptable to the Administrative Agent. Such updated Timberland inventory report shall, among other things, reflect volumes removed, destroyed or miscalculated pursuant to the records and/or knowledge of such Landholder and/or each Timber Manager with a comparison against the Harvest Plan for such calendar year, plus the then applicable added growth of the Timber volumes since the latest of either (i) the date of the last inventory report or (ii) such Landholder’s last proprietary internal inventory system volume estimate, plus a year end summary of the inventory, plus the projected growth of the Timber volumes for the next calendar year.

(j) Reserved .

(k) Notice of Appraisal or Cruise . Each Landholder shall promptly provide to the Lenders a copy of any appraisal or cruise related to its Timberland.

(l) Supply Contracts . Each Landholder or other Loan Party shall furnish the Administrative Agent all information reasonably requested by the Administrative Agent with respect to any Supply Agreement (whether or not constituting a Material Supply Agreement).

(m) Timber Sale and Release . If no Event of Default has occurred and is continuing or would reasonably be expected to result from the taking of any actions pursuant to this clause, permission is hereby granted by the Lenders to the Landholders to cut, or allow others to cut, Timber from its respective Timberland in accordance with the current Harvest Plan previously approved by the Administrative Agent and on the terms and conditions set forth in this Agreement, including, without limitation, clause (d) , and so as not to result in a violation of Section 7.2.4 ; provided , however , no Timber may be cut from any portion of the Timberland (other than any portion consisting of recently acquired, additional Real Property excepted from clause (p) of the definition of “Real Property Documents” at the option of the Loan Parties or the option of the Administrative Agent or otherwise as provided herein) for which the Administrative Agent has not received and approved a current Harvest Plan. If no Event of Default has occurred and is continuing, the Lien of the Mortgages (and the related security interests under the U.C.C.) against any cut or severed Timber (but not the proceeds thereof, it being the intent hereof that the Administrative Agent’s Lien, on behalf of the Lender Parties, and security interest continue in the proceeds) shall be released, without any action by any of the Landholders, the Administrative Agent or the Lenders, upon the sooner of: (i) receipt by the applicable Landholder of full payment therefor and deposit or credit of such amounts in or to the Revenue Account or another Pledged Account of the applicable Landholder, or (ii) its removal from the Timberland and after weight or volume is established and payment therefore assured in a manner reasonably acceptable to the Administrative Agent. The Borrower shall pay to the Administrative Agent all reasonable fees, costs and expenses incurred by the Administrative Agent in connection with any such partial releases including, without limitation, legal, appraisal and accounting fees incurred by the Administrative Agent and all other expense, and recording and title insurance and title expenses.

(n) Partial Release Provisions . If no Default or Event of Default has occurred and is continuing or would be reasonably expected to result from the taking of any actions pursuant to this clause, the Administrative Agent agrees to provide the applicable Landholder with partial releases of the Mortgages with respect to the Timberland sold or otherwise disposed of in accordance with the terms of this Agreement (the portions of the Timberland subject to such partial release being, the “ Release Parcel ”), subject to the following terms and conditions:

(A) All proceeds of the Release Parcel have been applied as provided in Section 3.1.2(b) and Section 3.1.3 .

(B) The proposed release of the Release Parcel does not adversely affect the Administrative Agent’s security interest on any of the other Collateral.

(C) The proposed release of the Release Parcel does not, in the Administrative Agent’s judgment, impair in any material respect (in the determination of the Administrative Agent) the access to, or value, income producing ability, marketability or operational efficiency of, the remaining Timberland.

(D) At the Administrative Agent’s request, the Borrower shall cause the title insurance company which issued the Administrative Agent’s title insurance policy in connection with the Mortgage relating to the Release Parcel to issue an endorsement to such title insurance policy which is in form and substance satisfactory to the Administrative Agent with respect to the Release Parcel.

(E) All reasonable out of pocket fees, costs and expenses actually incurred by the Administrative Agent in connection with the consideration of any request for a partial release of the Release Parcel (including, without limitation, legal, appraisal and accounting fees and expenses, and all recording, title insurance premiums and title expenses) shall be borne solely by the Borrower. In addition, in connection with each request for a partial release of a Release Parcel under this clause, the Administrative Agent shall be entitled to receive payment of a reasonable administration fee for each Release Parcel so released.

(o) Leases . With respect to all Timberland that any Landholder is the lessor (including the Mineral Agreements), such Landholder shall (i) enforce such leases in a diligent, commercially reasonable and professional manner and (ii) furnish to the Administrative Agent upon request but no more than annually, a rent roll certified by a Financial Officer of such Landholder, which lists the expiration date, the rental and when paid through, whether any default exists thereto and any other information reasonably requested by the Administrative Agent. No Landholder, any other Loan Party or any Subsidiary of any Loan Party shall enter into any lease, as lessor, affecting any portion of the Timberlands without the prior consent of the Administrative Agent, provided that the Administrative Agent and the Landholders shall work together to establish forms and parameters for routine leases so as to avoid the necessity of review of individual routine leases by the Administrative Agent (it being agreed that lease transactions documented utilizing such forms that are approved by the Administrative Agent shall not require the consent of the Administrative Agent to enter into the same).

(p) Estoppel Certificates as to Loans . The Borrower, within five (5) Business Days after request by the Administrative Agent, shall furnish the Lenders from time to time with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Loans, (ii) the unpaid principal amount of the Loans, (iii) the rate of interest on the Loans, (iv) the date through which all installments of interest, commitment fees and/or principal have been paid, (v) any offsets or defenses to the payment of the Obligations, if any and (vi) such other information as shall be reasonably requested by the Administrative Agent.

(q) Estoppel Certificates as to Third-Parties . Each Landholder, upon request by the Administrative Agent, will use commercially reasonable efforts to obtain and furnish (within 30 days after request therefor and, if no Default or Event of Default has occurred and is continuing, not more frequently than once in any period of 12 consecutive months with respect to each relevant Person) statements from purchasers of Timber or lessees under coal leases and oil and gas leases, as to the amount of timber purchased or coal, oil or gas extracted, as the case may be, the amounts paid therefrom to such Landholder or any other Loan Party or any Subsidiary of any Loan Party during the preceding 12 months, and such other information requested by the Administrative Agent.

(r) Timber Leases, Generally . In addition to making payment of all rent, Tax and other payments and charges required to be made by any Landholder as tenant or grantee under and pursuant to the provisions of each Timber Lease, each Landholder covenants that it will:

(A) diligently and timely perform and observe all of the terms, conditions and covenants of each such Timber Lease that are required to be performed and observed by such Landholder, to the end that all things shall be done which are necessary to keep unimpaired Timberland rights under each such Timber Lease, and each Landholder agrees that no release or forbearance of any of its obligations under any Timber Lease shall release such Landholder from any of its obligations under this Agreement or any other Loan Agreement with regard to the same;

(B) promptly notify the Administrative Agent of any default by any Person in the performance and observance of any of the terms, conditions or covenants to be performed or observed under each such Timber Lease;

(C) promptly notify the Administrative Agent of the giving of any notice under each such Timber Lease of any default of any Landholder in the observance of any terms, covenants or conditions of each such Timber Lease, and promptly deliver to the Administrative Agent a true copy of each such notice; and

(D) except as permitted pursuant to Section 7.1.11(x) , not surrender the leasehold estate or cutting rights that is the subject of each such Timber Lease nor cause or permit the termination or cancellation of any such Timber Lease except at the stated end of the lease term or Timber Deed or enter into any agreement (whether oral or written) modifying, supplementing or amending any such Timber Lease, in each case without the prior consent of the Administrative Agent.

(s) Timber Leases, Corrective Action . The Administrative Agent shall have the right (but shall not be obligated) to take any action that the Administrative Agent deems necessary or desirable to prevent or to cure any default by any Landholder in the performance of or compliance with any Landholder’s obligations under any Timber Lease. Upon receipt by the Administrative Agent of any notice of a default by any Landholder under a Timber Lease, the Administrative Agent may take any action it deems reasonably appropriate in order to cure such default even though the existence of such default or the nature thereof may be questioned or denied by any Landholder. Each Landholder hereby expressly grants to the Administrative Agent, and agrees that the Administrative Agent shall have, the absolute and immediate right to enter in and upon the Timberland or any part thereof to such extent and as often as the Administrative Agent, in its sole discretion, deems necessary or desirable in order to prevent or to cure any such default by any Landholder under any Timber Lease. The Administrative Agent may pay and expend such sums of money as the Administrative Agent deems reasonably necessary for any such purpose, and the Borrower hereby agrees to pay to the Administrative Agent, promptly upon demand, all such sums so paid and expended by the Administrative Agent.

(t) Timber Leases, Further Security . As further security for the repayment of the Indebtedness secured hereby and for the performance of the covenants contained herein and in each Timber Lease, each Landholder hereby assigns to the Administrative Agent, for the benefit of the Lender Parties, all of its rights, privileges and prerogatives as lessee or grantee under each Timber Lease to terminate, cancel, modify, change, supplement, alter or amend each such Timber Lease, and any such termination, cancellation, modification, change, supplement, alteration or amendment of any Timber Lease without the prior consent by the Administrative Agent shall be void and of no force and effect; provided , however , that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall have no right to terminate, cancel, modify, change, supplement, alter or amend any such Timber Lease. Each Landholder represents and warrants that it has delivered to the Administrative Agent a true and accurate copy of each Timber Lease, to which it is a party, together with all amendments thereto if any.

(u) Timber Lease, No Merger . Unless the Administrative Agent shall otherwise expressly consent, the fee title to the land leased under any Timber Lease and the leasehold estate therein held by any Landholder shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in the lessor or in the lessee under the Timber Lease, or in a third party by purchase or otherwise.

(v) Timber Lease, Certificates of Estoppel . Each Landholder shall, from time to time, use its best efforts to obtain from the lessor under any Timber Lease or any grantor or current owner of the property encumbered by any Timber Deed such certificates of estoppel with respect to compliance by such Landholder with the terms of the Timber Lease as may be requested by the Administrative Agent.

(w) Updated Value of the Timberlands . Upon the sale of any Real Property by any Landholder for an amount greater than 1.5% of the aggregate Value of the Timberlands in connection with a single sale or in the aggregate (including all sales by any Landholder) since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or this Section 7.1.11(w )), promptly but in no event later than one (1) Business Day after such sale (or such later date as the Administrative Agent may agree in its sole discretion), the Landholders shall deliver to the Lenders a report updating the Value of the Timberlands. The Value of the Timberlands set forth in such reports shall be calculated by reducing the Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.1.11(h ) or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or this Section 7.1.11(w) by the gross proceeds received by the Landholder with respect to the sale of the Real Property so sold. Upon the acquisition of any Real Property by any Landholder for an amount greater than 1.5% of the aggregate Value of the Timberlands in connection with a single purchase or in the aggregate (including all acquisitions by all Landholders) since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or this Section 7.1.11(w ), the Landholders may deliver to the Lenders a report updating the Value of the Timberlands; provided that, (i) such acquisition is permitted pursuant to the terms of this Agreement and (ii) the Loan Parties have complied with the terms of and all requests of the Administrative Agent made pursuant to the Loan Documents, including, without limitation, Sections 7.1.9 and 7.2.8 of this Agreement with respect to such Real Property. The Value of the Timberlands set forth in such reports shall be calculated by increasing the Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.1.11(h ) or report updating the Value of the Timberlands pursuant to Section 7.1.11(x ) or this Section 7.1.11(w) by the Cost Basis of the Real Property acquired.

(x) Termination of Timber Leases . If no Event of Default has occurred and is continuing or would be reasonably expected to result from the taking of any actions pursuant to this clause, permission is hereby granted by the Lenders to the applicable Landholder to terminate PLM Leases or portions of the LTC Lease or other Timber Lease (other than Timber Deeds) on the terms and conditions set forth in this Agreement; provided , that (i) any such termination shall not result in a violation of Section 7.2.4 , (ii) such Landholder shall notify the Administrative Agent in writing of each such termination, which written notification will include Timber Lease Termination Proceeds received in connection with such termination, (iii) all related Timber Lease Termination Proceeds shall be applied as provided in Section 3.1.2 , and (iv) to the extent Timber Lease Termination Proceeds exceed 1.5% of the aggregate value of the Timberlands in connection with the termination of a single Timber Lease or a single portion of the LTC Lease, or in the aggregate (including all terminations by any Landholder) since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberlands pursuant to this Section 7.1.11(x ) or Section 7.1.11(w ), the Landholders shall deliver to the Lenders a report updating the Value of the Timberlands by reducing the Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.1.11(h ) or report updating the Value of the Timberlands pursuant to this Section 7.1.11(x ) or Section 7.1.11(w ) by the Timber Lease Termination Proceeds received.

SECTION 8.1.12 Material Accounts.

(a) Each Loan Party acknowledges and confirms that, on or before the Effective Date and pursuant to the terms of this Agreement, each Loan Party has and will direct that all amounts payable to them from their account debtors and other Persons shall be deposited in or credited to a Material Account. Each Loan Party acknowledges and confirms that, on or before Effective Date and pursuant to the terms of this Agreement, each Loan Party has established and will maintain each Material Account in accordance with this Agreement. Each Loan Party represents, warrants and covenants that except for the Material Accounts listed on Item 6.24 of the Disclosure Schedules (as updated from time to time pursuant to the terms hereof), there are no other InvestLine Accounts or deposit, securities or commodities accounts into which revenues from the ownership and operation of the Collateral or otherwise are deposited, credited to or held by any Loan Party or Shell Subsidiary. So long as any Obligations shall be outstanding, no Loan Party and no Subsidiary of any Loan Party shall open any accounts for the deposit or credit of revenues from the ownership and operation of the Collateral or otherwise other than the accounts described in the immediately preceding sentence.

(b) Each Loan Party acknowledges that each Account Bank may comply with instructions originated by the Administrative Agent regarding any Material Account without further consent by any Loan Party. Notwithstanding the foregoing, funds, investment property, security entitlements and other financial assets of any Loan Party that are deposited in or credited to a Material Account may at the direction of the applicable Loan Party, if no Default or Event of Default has occurred and is continuing, be invested in one or more Cash Equivalent Investments; provided, that under no circumstances shall the Lender Parties be liable for any losses that may be incurred by any Loan Party in the making of any such Cash Equivalent Investments. All interest, dividends or other earnings which accrue on any Material Account shall be taxable to the applicable Loan Party.

(c) To secure the full and punctual payment and performance of all the Obligations, each of the Borrower and Subsidiary Guarantors hereby grant to the Administrative Agent, for the benefit of the Lender Parties, a continuing security interest in and to the Material Account Collateral, which shall be a first priority continuing security interest. To secure the full and punctual payment and performance of all the Obligations, CatchMark Timber hereby grants to the Administrative Agent, for the benefit of the Lender Parties, a first priority continuing security interest in and to the Material Account Collateral, which shall be a first priority continuing security interest.

The Administrative Agent and the Account Bank, as agent for the Administrative Agent on behalf of the Lender Parties, shall have with respect to the Material Account Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the U.C.C., as if such rights and remedies were fully set forth herein.

(d) In addition to the rights and remedies provided in Article VIII and elsewhere herein, if any Event of Default has occurred and is continuing, the Administrative Agent shall have all rights and remedies pertaining to the Material Account Collateral as are provided for in any of the Loan Documents, the U.C.C. and other Law, including liquidating the same and applying all proceeds therefrom to the payment of the Obligations as set forth in Section 8.7 . Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of any Event of Default, the Administrative Agent in its sole and absolute discretion, may use the Material Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations, in the order set forth in Section 8.7 ; provided , that such application of funds shall not cure or be deemed to cure any Default or Event of Default but shall reduce the Obligations to the extent of any such repayment; and (ii) reimbursement of the Administrative Agent or any Lender for any losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default.

(e) Each Loan Party hereby irrevocably constitute and appoints the Administrative Agent (and its agents and designees) as such Person’s true and lawful attorney-in-fact, coupled with an interest and with full power of substitution, to execute, acknowledge and deliver at any time any instruments and to exercise and enforce every right, power, remedy, option and privilege of such Loan Party with respect to the Material Account Collateral, and do in the name, place and stead of such Loan Party, all such acts, things and deeds for and on behalf of and in the name of such Loan Party, which such Loan Party is required to do hereunder or under the other Loan Documents, or which any Account Bank or the Administrative Agent (or its agents or designees) may deem necessary or desirable, to more fully vest the in the Administrative Agent (or its agents or designees) the rights and remedies provided for in this Section. The foregoing powers of attorney are irrevocable and coupled with an interest. Such authority in favor of the Administrative Agent (and its agents and designees) pursuant to this Section shall include the right to (i) take control in any manner of any item of payment in respect of the Material Account Collateral or otherwise received in or for deposit in or credit to any Material Account, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of account receivables or other proceeds of Collateral are sent or received, (iii) endorse any Loan Party’s name upon any item of payment constituting Material Account Collateral or otherwise received by the Administrative Agent (or its agents or designees) or any Lender and deposit or credit the same in any Material Account, (iv) endorse any Loan Party’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (v) sign any Loan Party’s name on any verification of account receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Each Loan Party hereby releases the Administrative Agent (or its agents or designees) and the Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of any such Person’s or any Lender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

(f) Each Loan Party agrees that at any time and from time to time, at the expense of the Borrower, each Loan Party will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Administrative Agent or any Lender may reasonably request, in order to perfect and protect any security interest granted in the Material Account Collateral or purported to be granted or to enable the Administrative Agent or any Lender to exercise and enforce its rights and remedies hereunder with respect to any Material Account Collateral. In the event of any change in name, identity or structure of any Loan Party or as otherwise reasonably requested by the Administrative Agent from time to time, each such Person, at its sole cost and expense, shall promptly notify the Administrative Agent and take all actions reasonably requested by the Administrative Agent in order to maintain its first priority perfected security interest in the Material Account Collateral.

SECTION 8.1.13 CatchMark TRS Subsidiary Account .

Each of the Borrower, CatchMark TRS Subsidiary and each other Loan Party acknowledges and confirms that, on or before the Effective Date and pursuant to the terms of this Agreement, CatchMark TRS Subsidiary has established and will maintain one or more accounts or InvestLine Related Loan Party Subaccounts at an Account Bank for the benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “CatchMark TRS Subsidiary Account” (said account or accounts and any account or accounts replacing the same in accordance with this Agreement, collectively, the “ CatchMark TRS Subsidiary Account ”), and into which CatchMark TRS shall deposit or credit all amounts that are payable to it from any source whatsoever, including, without limitation under the Fiber Supply Agreement. Each of the Borrower, CatchMark TRS Subsidiary and each other Loan Party acknowledges and confirms that, pursuant to the terms of this Agreement and the Fiber Supply Agreement, CatchMark TRS Subsidiary has and will give proper notice of the CatchMark TRS Subsidiary Account to the parties to the Fiber Supply Agreement.

SECTION 8.1.14 Revenue Account .

The Borrower and each other Loan Party acknowledges and confirms that, on or before the Effective Date and pursuant to the terms of this Agreement, Timberlands II has established and will maintain one or more accounts or InvestLine Related Loan Party Subaccounts at one or more Account Bank for the benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “Revenue Account” (said account or accounts and any account or accounts replacing the same in accordance with this Agreement, collectively, the “ Revenue Account ”). Timberlands II shall cause and direct all amounts that are payable to it under the Master Stumpage Agreement from the harvesting of Timber to the Revenue Account. CatchMark TRS Subsidiary shall pay or credit directly into the Revenue Account, as and when due, all amounts owing by it to Timberlands II pursuant to the Master Stumpage Agreement. Each of the Borrower, CatchMark TRS Subsidiary and each other Loan Party acknowledges and confirms that, pursuant to the terms of this Agreement and the Master Stumpage Agreement, each of Timberlands II and CatchMark TRS Subsidiary and the other Loan Parties has and will give proper notice of the Revenue Account to the parties to the Master Stumpage Agreement.

SECTION 8.1.15 Dividend Account . The Dividend Account shall only hold deposits in an amount sufficient for CatchMark Timber to make dividends, distributions or other payments to its shareholders permitted under Section 7.2.6(x) or (y) which have been declared but not made.

SECTION 8.1.16 Farm Credit Equity and Security .

(a) So long as any Farm Credit Lender is a Lender hereunder, the Borrower will (i) maintain its status as an entity eligible to borrow from such Farm Credit Lenders, and (ii) acquire equity in such Farm Credit Lenders in such amounts and at such times as each Farm Credit Lender may require in accordance with its bylaws and capital plan (as each may be amended or otherwise modified from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in each Farm Credit Lender in connection with the Loans made by such Farm Credit Lender may not exceed the maximum amount permitted by the bylaws and capital plan of such Farm Credit Lender at the time this Agreement is entered into. The Borrower acknowledges receipt of a copy of (x) the most recent annual report, and if more recent, latest quarterly report for each Farm Credit Lender, (y) the Notice to Prospective Stockholders provided by CoBank, and any similar notice provided by the other Farm Credit Lenders and (z) the bylaws and capital plan of each Farm Credit Lender, which describe the nature of all of the Borrower’s cash patronage, stock and other equities in each Farm Credit Lender acquired in connection with its patronage loan from such Farm Credit Lenders (the “ Farm Credit Equities ”) as well as capitalization requirements, and agrees to be bound by the terms thereof.

(b) Each party hereto acknowledges that the bylaws and capital plan (as each may be amended from time to time) of each Farm Credit Lender shall govern (i) the rights and obligations of the parties with respect to the Farm Credit Equities and any patronage refunds or other distributions made on account thereof or on account of the Borrower’s patronage with such Farm Credit Lender, (ii) the Borrower’s eligibility for patronage distributions from each Farm Credit Lender (in the form of equities and cash) and (iii) patronage distributions, if any, in the event of a sale of a participation interest. Each Farm Credit Lender reserves the right to assign or sell participations in all or any part of its Commitments or outstanding Loans hereunder on a non-patronage basis.

(c) Each party hereto acknowledges that pursuant to the Farm Credit Act of 1971 each applicable Farm Credit Lender has a statutory first Lien on its Farm Credit Equities, as the case may be, that the Borrower may now own or hereafter acquire, which statutory Lien shall be for each applicable Farm Credit Lender’s sole and exclusive benefit. The Farm Credit Equities, as the case may be, shall not constitute or form a part of the Collateral. To the extent that any of the Loan Documents create a Lien on the Farm Credit Equities of the applicable Farm Credit Lender or on patronage accrued by the applicable Farm Credit Lender for the account of the Borrower or proceeds thereof, such Lien shall be for each applicable Farm Credit Lender’s sole and exclusive benefit and no other Lender Party shall have any right, title or interest therein. Neither the Farm Credit Equities nor any accrued patronage thereon shall be offset against the Obligations, except that, in the event of an Event of Default, each applicable Farm Credit Lender may elect, solely at its discretion, to apply the cash portion of any patronage distribution or retirement of equity to amounts owed to such Farm Credit Lender under this Agreement, whether or not such amounts are currently due and payable. The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower. No applicable Farm Credit Lender shall have any obligation to retire its Farm Credit Equities at any time, including during the continuance of any Default or Event of Default, either for application to the Obligations or otherwise.

(d) The Borrower acknowledges and agrees that it shall not receive any patronage with respect to the Farm Credit Equities of AgSouth purchased by it.

SECTION 8.1.17 Qualified ECP Guarantor; Keepwell .

(a) Each Loan Party will be a Qualified ECP Guarantor on the date it enters into any Rate Protection Agreement and on the date it guarantees or grants any security interest with respect to, any Rate Protection Agreement, in each case in accordance with the terms hereof.

(b) The Borrower will, and will cause each of the other Loan Parties that is a Qualified ECP Guarantor to, provide such funds or other credit support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of such Loan Party’s obligations under the Guaranty, including, obligations to guaranty Obligations constituting Swap Obligations that are permitted Rate Protection Agreements under this Agreement that would, in the absence of the agreement in this Section 7.1.17(b) or Section 9.3(d) , otherwise constitute Excluded Swap Obligations (but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations under this Section 7.1.17(b) or Section 9.3(d) or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).

SECTION 8.1.18 Investment Allocation Policy . Each Loan Party shall comply with the Investment Allocation Policy (to the extent an Investment Allocation Policy exists). Prior to investing in any Permitted Joint Venture (other than Dawsonville Bluffs) that plans to operate in the same geographic area as any Loan Party or any Subsidiary of a Loan Party (as determined in good faith by the Borrower in a manner reasonably acceptable to the Administrative Agent), the board of directors of CatchMark Timber shall adopt an Investment Allocation Policy.

SECTION 8.1.19 Title Insurance . Each Loan Party shall at all times cause the mortgagee’s title insurance policies to be in an aggregate amount greater than or equal to the aggregate amount of the Letter of Credit Usage for all outstanding Letters of Credit plus the outstanding balance of the Loans and other Obligations, and allocated among jurisdictions in a manner acceptable to the Administrative Agent in its sole discretion.

SECTION 8.1.20 Post-Closing Matters . Each of the Loan Parties shall, and shall cause each of its Subsidiaries to, perform the obligations set forth on Schedule V on or before the date provided in Schedule V (as such date may be extended by the Administrative Agent in its sole discretion) with respect to each such obligation unless the Administrative Agent has agreed in its sole discretion in writing to waive such obligation in its entirety.

SECTION 8.2 Negative Covenants . The Borrower and each other Loan Party agree with each Lender and the Administrative Agent that, until all the Obligations have been paid in full in cash and performed in full and all the Commitments have been irrevocably terminated, the Borrower and each other Loan Party will perform, and will cause each of their Subsidiaries to perform, the obligations set forth in this Section. Notwithstanding the below, for purposes of this Section 7.2 no Subsidiary of CatchMark Timber qualifying as an Unrestricted Timber Subsidiary shall be deemed to be a Subsidiary of any Loan Party other than with respect to Sections 7.2.1 , 7.2.8 , 7.2.9 , 7.2.19 and 7.2.22 .

SECTION 8.2.1 Activities; Separateness .

(a) No Loan Party or Subsidiary of any Loan Party will engage in any activity, except those activities described in Section 6.24.1 and in the recitals.

(b) No Loan Party or Subsidiary of any Loan Party will engage in any activity prohibited by Sections 6.24.2 through 6.24.10 or fail to engage in any activity required by Sections 6.24.2 through 6.24.10 .

(c) No Loan Party or Subsidiary of any Loan Party will manage any Person in a manner inconsistent with the prohibitions and requirements of Sections 6.24.2 through 6.24.10 .

SECTION 8.2.2 Indebtedness .

No Loan Party or Subsidiary of any Loan Party will create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than, without duplication, the following:

(a) Indebtedness in respect of the Loans and Letters of Credit;

(b) Contingent Liabilities of CatchMark Timber with respect to Indebtedness of any Unrestricted Timber Subsidiary pursuant to any Unrestricted Timber Transaction, solely in the form of a limited recourse guarantee of CatchMark Timber and in form and substance satisfactory to the Administrative Agent;

(c) Indebtedness with respect to any Secured Bank Product entered into in the ordinary course of business or any other cash management or similar arrangements entered into in the ordinary course of business;

(d) Indebtedness with respect to Rate Protection Agreements permitted pursuant to Section 7.2.21 ;

(e) Unsecured, subordinated Indebtedness among the Loan Parties;

(f) Contingent Liabilities of any Loan Party or Subsidiary of any Loan Party arising with respect to customary indemnification obligations incurred in the ordinary course of business;

(g) (i) Contingent Liabilities in the form of Letters of Credit made by or for the account of any Loan Party or any Shell Subsidiary (including any Permitted JV Investment Subsidiary) as Credit Support in connection with any letter of intent or purchase agreement arising in connection with a transaction which, if consummated, would be permitted by Section 7.2.5(a)(vii) so long as such Credit Support does not exceed in the aggregate the Permitted Escrow Amount with respect to such transaction, and (ii) Contingent Liabilities of (1) any Permitted JV Investment Subsidiary with regard to the obligations of a Permitted Joint Venture or Shell Subsidiary, in each case, which is a subsidiary of such Permitted JV Investment Subsidiary and (2) CatchMark Timber with regard to the obligations of a Permitted JV Investment Subsidiary, Shell Subsidiary, or a Permitted Joint Venture, in each case of clauses (1) and (2), pursuant to any letter of intent or purchase agreement (or mandate or commitment letter regarding the financing thereof) arising in connection with a transaction which, if consummated, would be permitted by Section 7.2.5(a)(vii) ; provided that , (x) such Contingent Liabilities will be unsecured or will be secured solely by Credit Support that does not exceed in the aggregate the Permitted Escrow Amount with respect to such transaction and (y) unless otherwise agreed by the Administrative Agent in its sole discretion, such Contingent Liabilities will terminate with respect to CatchMark Timber no later than the consummation of such transaction;

(h) Contingent Liabilities of any Loan Party, Shell Subsidiary, or Permitted JV Investment Subsidiary arising pursuant to (x) the Organizational Documents of any Permitted Joint Venture or Shell Subsidiary in respect of capital calls or other similar investments, so long as, either: (i) such investments would, if consummated, be permitted by Section 7.2.5(a)(vii) or (ii) such Permitted Joint Venture or Shell Subsidiary agreements provide for a mechanism for satisfaction of such capital call without further recourse to any Loan Party, Shell Subsidiary, or Permitted JV Investment Subsidiary (other than recourse in the form of dilution or contribution of Equity Interests of such Permitted Joint Venture or Shell Subsidiary held by such Loan Party, Shell Subsidiary, or Permitted JV Investment Subsidiary which are reasonably acceptable to the Administrative Agent) and (y) the Organizational Documents of any Permitted Joint Venture or Shell Subsidiary or by operation of state law, in each case, as may be approved by the Administrative Agent in its sole discretion;

(i) Contingent Liabilities of Triple T GP with respect to the Joint Venture (as defined in such Consent and Amendment Agreement) provided that such Contingent Liabilities arise solely by operation of Delaware limited partnership law due to Triple T GP’s status as a general partner of such Joint Venture and the JV Agreement (as defined in such Consent and Amendment Agreement); and

(j) Indebtedness of the Borrower in the form of redemption or repurchase obligations arising pursuant to the Borrower LTI Plan and the Borrower’s partnership agreement; provided that , such redemption or repurchase obligations are expressly subject to the restrictions on redemptions and repurchases set forth in Section 7.2.6(y).

SECTION 8.2.3 Liens .

No Loan Party or Subsidiary of any Loan Party will create, incur, assume or suffer to exist any Lien upon any of the Collateral or any Unsecured Real Property, whether such Loan Party or such Subsidiary now has or hereafter acquires ownership or other rights therein, except:

(a) Liens securing payment of any of the Obligations and granted pursuant to any Loan Document in favor of the Administrative Agent;

(b) with respect to the Real Property, Liens listed as exceptions on Schedule B of any title insurance with respect thereto that have been approved by the Administrative Agent;

(c) Liens for taxes, assessments or other charges or levies of any Governmental Authority not at the time delinquent or being diligently contested in good faith by appropriate proceedings which suspends enforcement of such Liens and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(d) easements, rights of way and similar restrictions that (i) arise in the ordinary course of business of the applicable Landholder, (ii) are not in a substantial amount and (iii) do not in any respect materially impair the value or usefulness of the Real Property;

(e) judgment Liens which do not result in an Event of Default under Section 8.1.6 ;

(f) statutory Liens in favor of each applicable Farm Credit Lender in its Farm Credit Equities;

(g) Liens on the Equity Interests of CatchMark Timber in any Unrestricted Timber Subsidiary as the sole recourse for the Contingent Liabilities permitted under Section 7.2.2(b) and in form and substance satisfactory to the Administrative Agent; and

(h) Liens on any Credit Support made by or for the account of any Loan Party or any Shell Subsidiary (including any Permitted JV Investment Subsidiary) in connection with any letter of intent or purchase agreement arising in connection with a transaction which, if consummated, would be permitted by Section 7.2.5(a)(vii) or 7.2.8 , so long as (i) such Credit Support does not exceed in the aggregate the Permitted Escrow Amount with respect to such transaction, and (ii) such Credit Support does not exceed in the aggregate $35,000,000 with respect to all such transactions at any time.

In addition, with the exception of CatchMark Timber, no Loan Party or any Subsidiary of any Loan Party shall permit there to be a Lien on any of its Equity Interests, except for Liens granted pursuant to the Loan Documents.

SECTION 8.2.4 Financial Covenants .

(a) The Minimum Liquidity Balance shall not be less than $25,000,000 at any time.

(b) The Fixed Charge Coverage Ratio shall not be less than 1.05:1.00 at any time.

(c) The Loan to Value Ratio may not exceed (i) 50% at any time prior to the last day of the fiscal quarter corresponding to the fourth anniversary of the Effective Date and (ii) 45% at any time thereafter.

(d) The Loan Parties shall not make, or permit their Shell Subsidiaries to make, Capital Expenditures during any Fiscal Year except Capital Expenditures in the ordinary course of business and in an aggregate amount for the Loan Parties and their Shell Subsidiaries not exceeding 1% of the Value of the Timberlands (measured as of the last day of the immediately preceding Fiscal Year).

SECTION 8.2.5 Investments; Change in Capital Structure .

(a) No Loan Party or Subsidiary of any Loan Party will make, incur, assume or suffer to exist any Investment in any other Person, except

(A) Investments set forth on Item 6.8 (“ Initial Capitalization ”) of the Disclosure Schedule;

(B) Investments by CatchMark Timber in Unrestricted Timber Subsidiaries in connection with Unrestricted Timber Transactions in an amount not to exceed the Equity Raises Net Proceeds that were raised for such purposes provided that such Equity Raises Net Proceeds meet the requirements of the proviso to Section 3.1.2(b)(i);

(D) the Farm Credit Equities and any other equity interests of, or Investments in, any Farm Credit Lender or their investment services or programs;

(E) Investments in any Person provided such Person is or will become concurrent with such Investment a wholly-owned Domestic Subsidiary of any Borrower (whether direct or indirect) and a Subsidiary Guarantor;

(F) Investments in any Person who is or will become concurrent with such Investment a Shell Subsidiary to the extent such Person and such Investment is consistent with the definition of Shell Subsidiary, and, if applicable, the definition of Permitted JV Investment Subsidiary;

(G) Investments by a Loan Party, which may be made from time to time, in Permitted Joint Ventures, provided , that (A) after giving Pro Forma Effect to such Investment, the Loan to Value Ratio does not exceed 45%, (B) the Borrower shall deliver to the Administrative Agent the Permitted Joint Venture Investment Documentation which shall evidence, among other things, that (1) no Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such Investment, (2) all of the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as if then made, provided that such representations and warranties (I) that relate solely to an earlier date shall be true and correct as of such earlier date and (II) shall be true and correct in all respects if they are qualified by a materiality standard, and (C) at least five (5) Business Days prior to the Loan Party’s Investment in such Permitted Joint Venture, the Lenders shall have received all documentation and other information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions;

(H) Investments in cash and Cash Equivalent Investments; and

(I) other Investments by any Loan Party, provided that the aggregate amount of all Investments made by all Loan Parties pursuant to this Section 7.2.5(a)(ix) shall not exceed $50,000 in the aggregate at any one time;

provided that , in each case, no Loan Party or Subsidiary of any Loan Party will enter into, permit to occur or be a party to any division with respect to itself or any other Person without the prior written consent of the Administrative Agent.

(b) No Loan Party or any Subsidiary of any Loan Party will make any change in its capital structure or ownership, including, raising, taking any contribution of, or receiving any cash equity, and entering into any partnership, Joint Venture or similar relationship, except (i) as provided in the preceding clause (a) , (ii) in connection with the issuance or repurchase of its equity by CatchMark Timber (which, in the case of repurchases, are permitted pursuant to Section 7.2.6 ), and (iii) in connection with the issuance or repurchase of its equity by the Borrower (which, in the case of issuances shall be limited to issuances of “LTIP Units” and “Common Units” issued in connection with the conversion of “LTIP Units” in accordance with and as defined in the Borrower’s partnership agreement, and, in the case of repurchases, are permitted pursuant to Section 7.2.6 ).

SECTION 8.2.6 Restricted Payments . No Loan Party or Subsidiary of any Loan Party will (notwithstanding the terms of any Organizational Document or any other agreement or instrument), (a) declare, pay or make on any of its Equity Interests (or any warrants, options or other rights with respect thereto) any dividend, distribution or other payment, whether on account of the purchase, redemption, sinking or analogous fund, retirement, defeasance of any Equity Interests and whether in cash, property or obligations (other than dividends or distributions payable solely in its Equity Interests, warrants to purchase its Equity Interests or split-ups or reclassifications of its Equity Interests into additional or other shares of its Equity Interests), or apply, or permit any Loan Party or any Subsidiary of any Loan Party to apply, any of its funds, property or assets to the purchase, redemption, sinking or analogous fund or other retirement of, any such Equity Interests (or any options, warrants or other rights with respect thereto); or (b) make any payment, loan, advance, contribution or other transfer of funds or property to any holder of its Equity Interests; provided , however , that

(v) any Subsidiary of any Loan Party may make dividends, distributions and other payments, loans, advances, contributions or other transfers of funds or property to any Loan Party;

(w) any Loan Party may make intercompany loans to the extent permitted by Section 7.2.2 and may make dividends and distributions and other payments to any Loan Party;

(x) for so long as CatchMark Timber is qualified as a real estate investment trust under the Code (“ REIT Status ”), CatchMark Timber may make dividends, distributions and other payments to its shareholders, in each case, as required for CatchMark Timber to maintain REIT Status; provided that , (A) no Default or Event of Default described in Section 8.1.7 or in Section 8.1.14 has occurred or would reasonably be expected to result therefrom, (B) the Administrative Agent has not elected to (or been directed by the Required Lenders to) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and the Commitments (if not theretofore terminated) to be terminated under Section 8.3 , and (C) the Borrower shall have timely delivered to the Administrative Agent a duly completed and executed Compliance Certificate, in each case, for the most recent Fiscal Quarter for which the same are required to be delivered pursuant to Section 7.1.1 ;

(y) CatchMark Timber may make dividends, distributions and other payments to (1) its shareholders (including pursuant to a repurchase of any of its Equity Interest) and (2) the employees, officers or directors of any Loan Party in accordance with that certain CatchMark Timber Trust, Inc. 2017 Incentive Plan or any substantially similar successor plan (the “ CatchMark Timber Incentive Plan ”) and the Borrower may make dividends, distributions and other payments to the employees, officers or directors of any Loan Party holding “LTIP Units” and “Common Units” issued in connection with the conversion of “LTIP Units” in accordance with that certain CatchMark Timber Trust, Inc. LTI Plan, a subplan of the CatchMark Timber Incentive Plan) (the “ Borrower LTI Plan ”); provided that , in each case, (A) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result therefrom and (B) the Minimum Liquidity Balance is not less than $25,000,000, after giving Pro Forma Effect to such dividends, distributions and other payments; and

(z) any Loan Party may pay non-cash compensation to employees, officers or directors of any Loan Party issued in the form of Equity Interests of (1) CatchMark Timber in accordance with the CatchMark Timber Incentive Plan or any substantially similar successor plan or (2) the Borrower constituting “LTIP Units” (and “Common Units” issued in connection with the conversion of “LTIP Units”) in accordance with and as defined in the Borrower’s partnership agreement; provided that , in the case of such Equity Interests of the Borrower, (A) the aggregate amount of all outstanding LTIP Units (assuming full vesting and full conversion value to Common Units) and all outstanding Common Units issued in connection with the conversion of LTIP Units and not owned by a Loan Party shall not at any time exceed 1% of the aggregate of all outstanding Common Units issued by the Borrower, and (B) upon a LTIP Conversion/Redemption Trigger Event, all outstanding LTIP Units (whether vested or unvested) and all Common Units issued in connection with the conversion of LTIP Units and not owned by a Loan Party shall automatically and immediately, without further act by any Person, be converted and redeemed or redeemed (as applicable), the consideration of which redemptions shall solely be Equity Interests in CatchMark Timber.

SECTION 8.2.7 Take or Pay Contracts . No Loan Party or Subsidiary of any Loan Party will enter into or be a party to any arrangement for the purchase of materials, supplies, other property or services if such arrangement by its express terms requires that payment be made by any Loan Party or any Subsidiary of any Loan Party regardless of whether such materials, supplies, other property or services are delivered or furnished to it.

SECTION 8.2.8 Mergers, Asset Acquisitions, etc . No Loan Party or Subsidiary of any Loan Party will, liquidate or dissolve or divide, consolidate or amalgamate with, or merge into or with, any other Person, or establish, purchase, lease or otherwise acquire or receive or hold (in each case in one transaction or series of transactions) all or any part of the assets or Equity Interests of any Person (or of any division thereof), other than:

(a) subject to compliance with the terms of Section 7.1.9 on or prior to the closing of such Investment and to the other terms of this Agreement, Investments by the Loan Parties and Subsidiaries of the Loan Parties permitted by Section 6.8 comprising the Equity Interests of Persons referred to therein;

(b) subject to compliance with the terms of Section 7.1.9 , if applicable, on or prior to the closing of such transactions and to the other terms of this Agreement, transactions permitted by Section 7.2.5 ;

(c) subject to compliance with the terms of Section 7.1.9 on or prior to the closing of such acquisition and to the other terms of this Agreement, the acquisition of assets other than Real Property that are to be utilized in the ordinary course of the business of the Loan Parties;

(d) subject to the terms of Section 7.1.9 on or prior to the closing of such acquisition and to the other terms of this Agreement, the acquisition of additional Real Property (including the acquisition of additional rights in existing Real Property) by any Subsidiary Guarantor;

(e) the acquisition of Unsecured Real Property by any Subsidiary Guarantor, provided that, (i) after giving Pro Forma Effect to such acquisition, the aggregate Cost Basis for all Unsecured Real Property as of the date a definitive acquisition agreement is entered into (calculated after giving Pro Forma Effect to such acquisition) is less than 5% of the aggregate Value of the Timberlands, (ii) the Loan Parties shall have complied with the requirements of Section 7.1.9(c) with respect to clauses (r) and (t) of the definition of “Real Property Documents” and the other terms of this Agreement and (iii), if requested by the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculations demonstrating compliance with Section 7.2.8(e)(i) and the proviso to this Section 7.2.8 (calculated after giving Pro Forma Effect to such acquisition);

(f) subject to the other terms of this Agreement, the purchase or lease of additional real property pursuant to an Unrestricted Timber Transaction by any Unrestricted Timber Subsidiary;

(g) subject to compliance with the terms of Section 7.1.9 on or prior to the closing of such Investment and to the other terms of this Agreement, the acquisition of all or substantially all of the Equity Interests or assets of one Timber Manager, provided that , (i) the consideration (whether in cash or other property) of such acquisition shall not exceed $20,000,000 in the aggregate, and (ii) if requested by the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth the calculations demonstrating compliance with Section 7.2.8(g)(i) and the proviso to this Section 7.2.8 (calculated after giving Pro Forma Effect to such acquisition); and

(h) subject to compliance with the terms of Section 7.1.9 on or prior to the closing of such transaction, if applicable, Section 6.24.1 , and the other terms of this Agreement, any TRS Subsidiary (that is a Loan Party) may merge into any other TRS Subsidiary (that is a Loan Party), any QRS Subsidiary (that is a Loan Party other than the Borrower and CatchMark Holder) may merge into any other QRS Subsidiary (that is a Loan Party other than the Borrower and CatchMark Holder), any Shell Subsidiary (other than any Permitted JV Investment Subsidiary) may merge into any other Shell Subsidiary (other than any Permitted JV Investment Subsidiary), any Permitted JV Investment Subsidiary may merge with any Permitted JV Investment Subsidiary, and any Permitted JV Investment Subsidiary may merge with any of its Subsidiaries which is a Permitted Joint Venture pursuant to the consummation of any transaction permitted by Section 7.2.5(a)(vii) , and with the prior approval of the Administrative Agent in its sole discretion, any Shell Subsidiary may merge into any other Shell Subsidiary, Permitted JV Investment Subsidiary, or Permitted Joint Venture.”

provided that , in each case,(x) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such acquisition and (y) no Loan Party or Subsidiary of any Loan Party will enter into, permit to occur or be a party to any division with respect to itself or any other Person without the prior written consent of the Administrative Agent.

SECTION 8.2.9 Asset Dispositions, etc .

No Loan Party or Subsidiary of any Loan Party will Dispose of (in each case in one transaction or series of transactions), or grant options, warrants or other rights with respect to (in each case in one transaction or series of related transactions, whether voluntary or involuntary), all or any part of its assets or property, except:

(a) the sale of Timber in accordance with the conditions of Section 7.1.11(m) ;

(b) the sale of Real Property upon fair and reasonable arm’s-length terms and conditions, provided that (i) the Borrower shall deliver written notification to the Administrative Agent identifying such sale as a Normal Operating Real Property Disposition or a Large Real Property Disposition; (ii) the Borrower shall electronically deliver to the Administrative Agent a Certificate Regarding Sale of Real Property, authorized by an Authorized Officer of the Borrower; (iii) such sale is conducted pursuant to and in accordance with the applicable restrictions contained in any Material Agreement including, if applicable to such Real Property, the Master Stumpage Agreement, in each case, without giving effect to any waivers with respect to such restrictions that have not been approved by the Required Lenders; (iv) in the case of a Normal Operating Real Property Disposition, such sale is (A) consistent with the most current budget and projections delivered pursuant to Section 7.1.1(n) or (B) consented to by the Administrative Agent in its sole discretion; (v) no Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to such sale; (vi) in the case of a Large Real Property Disposition, after giving Pro Forma Effect to such sale, the Loan to Value Ratio shall not exceed 45%; (vii) at least 75% of the consideration for such sale shall be received in the form of cash proceeds; (viii) all the related Net Real Property Disposition Proceeds are applied to prepay the Loans and other Obligations to the extent required by Section 3.1.2(b)(vii) ; (ix) if requested by the Administrative Agent in its reasonable discretion, the Borrower shall deliver calculations demonstrating compliance with the Sections 7.2.9(b)(v) and (vi) (in each case, calculated after giving effect to such sale of Real Property); and (x) the Borrower shall provide such other information related to the sale as the Administrative Agent may request in its reasonable discretion;

(d) pursuant to any Unrestricted Timber Transaction, any Disposition by any Unrestricted Timber Subsidiary or any grant of options, warrants or other rights with respect to, all or any part of its assets or property in accordance with the terms of any applicable Unrestricted Timber Transaction;

(e) any Disposition of the Equity Interest of any Shell Subsidiary by means and subject to terms and conditions approved by the Administrative Agent in its sole discretion;

(f) in the ordinary course of business, the sale of fuel wood residue materials such as tree branches, tree tops and other wood residue inherent or resulting from the harvesting of timber (collectively, “ Fuel Wood Residue ”);

(g) in order to maintain REIT Status or for other legitimate corporate or business purposes, the transfer of Fuel Wood Residue by way of contribution, assignment or other conveyance from one Loan Party to another Loan Party prior to the sale of such Fuel Wood Residue to a third party as permitted by clause (f) ;

(h) subject to the terms and conditions hereof, including, without limitation, Section 7.1.11(x) , the termination of Timber Leases;

(i) any Disposition of all or any portion of the Real Property among the Landholders, provided , that (i) the Loan Parties provide prior written notice to the Administrative Agent consistent with the requirements of Section 7.1.9(c) and (ii) the Landholders and other Loan Parties deliver such Real Property Documents as the Administrative Agent may request in its sole discretion;

(j) in the ordinary course of business, apiary, fishing, hunting or other recreational or pasture leases or licenses provided that such leases or licenses are for terms of no more than two years, are at market rates and do not interfere with the orderly and efficient operation of the business of any Loan Party;

(k) in the ordinary course of business, third-party access rights or utility easements provided that such rights or easements do not interfere with the orderly and efficient operation of the business of any Loan Party, are immaterial in their individual and aggregate impact on the Real Property and do not exceed $1,000,000 in value in the aggregate;

(l) any Disposition of Real Property to a Permitted Joint Venture solely representing an Investment in such Permitted Joint Venture by way of a contribution of such Real Property to such Permitted Joint Venture to the extent permitted by Section 7.2.5(a)(vii) ;

(m) any Disposition of Real Property to a Permitted Joint Venture other than as provided in Section 7.2.9(l) (including a Disposition representing both an Investment in such Permitted Joint Venture by way of a contribution of a portion of such Real Property to such Permitted Joint Venture and a sale to such Permitted Joint Venture of the remaining portion of such Real Property); provided that , (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such Disposition; (ii) the Loan Parties are in compliance after giving Pro Forma Effect to such Disposition with the covenants set forth in Section 7.2.4 ; (iii) after giving Pro Forma Effect to such Disposition, the Loan to Value Ratio does not exceed 45%; (iv) the Borrower shall notify the Administrative Agent in writing of each such Disposition, which written notification will include (A) the calculations demonstrating compliance with Section 7.2.9(m)(ii) , (iii) , and (vii) (in each case, calculated after giving Pro Forma Effect to such Disposition) if requested by the Administrative Agent in its reasonable discretion and (B) such other information as the Administrative Agent may request in its reasonable discretion; (v) at least 75% of the consideration (excluding consideration in the form of Equity Interests in such Permitted Joint Venture) shall be received in the form of cash proceeds or Equity Interests in such Permitted Joint Venture; (vi) all the related Net Real Property Disposition Proceeds shall be applied to prepay the Loans and other Obligations to the extent required by Section 3.1.2(b)(vii) ; and (vii) the aggregate consideration received by the Loan Parties in connection with such Disposition shall not be less than (A) the Cost Basis of such Real Property minus (B) the Equity Value of the Loan Parties in such Permitted Joint Venture;

(n) any sale of the Equity Interests of any Permitted Joint Venture, provided that , (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such sale; (ii) the Loan Parties are in compliance after giving Pro Forma Effect to such Disposition with the covenants set forth in Section 7.2.4 ; (iii) after giving Pro Forma Effect to such Disposition, the Loan to Value Ratio does not exceed 45%; (iv) the Borrower shall notify the Administrative Agent in writing of each such disposition, which written notification will include (A) the calculations demonstrating compliance with Sections 7.2.9(n)(ii) , (iii) , (v) , and (vii) (in each case, calculated after giving Pro Forma Effect to such Disposition) if requested by the Administrative Agent in its reasonable discretion and (B) such other information as the Administrative Agent may request in its reasonable discretion; (v) at least 75% of the consideration shall be received in the form of cash proceeds; (vi) all the related Net Permitted Joint Venture Disposition Proceeds are applied to prepay the Loans and other Obligations to the extent required by Section 3.1.2(b)(vi) ; and (vii) the aggregate consideration received by the Loan Parties in connection with such Disposition shall not be less than the Equity Value of such Permitted Joint Venture;

(o) the conversion of a Permitted JV Investment Subsidiary to a Permitted Joint Venture (First-Tier), and the conversion of a Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary to a Permitted Joint Venture (Lower-Tier); or

(p) subject to (i) compliance with Section 7.1.9 on or prior to such division and (ii) compliance with Section 6.24.1 and the other terms of this Agreement, the allocation by division of assets;

SECTION 8.2.10 Modification of Certain Agreements .

No Loan Party or Subsidiary of any Loan Party will consent to any amendment, supplement, waiver or other modification of any of the terms or provisions contained in, or applicable to, any of their Organizational Documents, the Borrower’s LTI Plan or any Material Agreement, which in any case:

(a) is contrary to the terms of this Agreement or any other Loan Document;

(b) could reasonably be expected to be adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the same;

(c) results in the imposition or expansion in any material respect of any restriction or burden on the Borrower or any other Loan Party;

(d) reduces in any material respect any rights or benefits of the Borrower or any other Loan Party;

(e) could reasonably be expected to result in a Material Adverse Effect; or

(f) in the case of any Material Timberland Operating Agreement, if the effect of such amendment, supplement, waiver or other modification is to replace the applicable Timber Manager;

provided that any of the foregoing shall be permitted if approved by the Administrative Agent in its sole discretion.

SECTION 8.2.11 Transactions with Related Parties .

Except as described on Item 6.22 (“ Affiliate Transactions ”), no Loan Party or Subsidiary of any Loan Party will enter into, or cause, suffer or permit to exist any arrangement or contract with, any of its Related Parties unless such arrangement or contract:

(a) is not otherwise prohibited by this Agreement or the other Loan Documents; and

(b) either (i) is in the ordinary course of business of such Loan Party or such Subsidiary of any Loan Party, on fair and reasonable terms and an arrangement or contract of the kind which would be entered into by a prudent Person in the position of such Loan Party or Subsidiary of any Loan Party with a Person, or (ii) is for the payment of reasonable fees and compensation paid to, and customary indemnities and reimbursements provided on behalf of, officers, directors, employees and agents of any Loan Party or Subsidiary of any Loan Party.

SECTION 8.2.12 Negative Pledges, Restrictive Agreements, etc .

No Loan Party or Subsidiary of any Loan Party will enter into any agreement (excluding this Agreement and any other Loan Document) prohibiting or restricting:

(a) their ability to comply with and perform their obligations under the Loan Documents or to pay the Obligations;

(b) the creation or assumption of any Lien upon its properties, revenues or assets, whether such Loan Party or such Subsidiary now has or hereafter acquires ownership or other rights therein, other than , (i) Equity Interests of CatchMark Timber in any Unrestricted Timber Subsidiary, (ii) the properties or assets of any Permitted JV Investment Subsidiary or any Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary, and (iii) agreements to the extent and for so long as such agreement is excluded from the Collateral as defined in the Security Agreement;

(c) the ability of any Loan Party or any Subsidiary of any Loan Party to amend or otherwise modify this Agreement or any other Loan Document; or

(d) the ability of any Loan Party or Subsidiary of any Loan Party to make any payments, directly or indirectly, to any Loan Party by way of dividends, distributions, return on equity, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment or transfer any property or asset, directly or indirectly, to any Loan Party.

SECTION 8.2.13 Management Fees, Expenses, etc .

No Loan Party or Subsidiary of any Loan Party will:

(a) pay management, advisory, consulting, director or other similar fees, other than:

(A) fees payable to the Administrative Agent, the Lenders or any of their Affiliates;

(B) fees payable to consultants engaged on arm’s-length basis as approved by the board of directors (or equivalent body) of the applicable Loan Party or Subsidiary;

(C) director fees and reimbursement of out-of-pocket expenses incurred in connection with attending the board of director, partnership, or member meetings, in an aggregate amount not to exceed $1,000,000 in any Fiscal Year; or

(iv) fees payable to managers of the Timberlands engaged on arm’s-length basis as approved by the board of directors (or equivalent body) of the applicable Loan Party or Subsidiary; provided that if such manager of the Timberlands is an Affiliate of the Loan Parties or its Subsidiaries, the payment of such fees is otherwise permitted by Section 7.2.11(b).

(b) reimburse employees or any Affiliates for any expenses unless the same is incurred in the ordinary course of business (including reasonable relocation expenses) of such Loan Party or Subsidiary of any Loan Party and is reasonable.

SECTION 8.2.14 Limitation on Sale and Leaseback Transactions . No Loan Party or Subsidiary of any Loan Party will enter into any arrangement with any Person whereby in a substantially contemporaneous transaction the Borrower or any of the other Loan Parties sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.

SECTION 8.2.15 Fiscal Year End, etc . No Loan Party or Subsidiary of any Loan Party will, or will permit any other Loan Party to, change their Fiscal Year. In addition, except as required by GAAP, no Loan Party or Subsidiary of any Loan Party shall make any significant change in its accounting treatment or reporting practices.

SECTION 8.2.16 ERISA . (a) No Loan Party, Subsidiary of any Loan Party, or any Affiliate thereof shall establish any Pension Plan or Multiemployer Plan, or shall enter into any arrangements that could be expected to require any Loan Party, any Subsidiary of any Loan Party or any Affiliate thereof to contribute to any Pension Plan or Multiemployer Plan; and (b) except as would not otherwise be expected to result in liability greater than the Material Threshold, no Loan Party or Subsidiary of any Loan Party shall have any ERISA Affiliates and shall not be an ERISA Affiliate of any other Person.

SECTION 8.2.17 Account Control Agreements . No Loan Party will have any InvestLine Account or deposit, commodities or securities account or subaccount other than an Excluded Account unless the same is a Pledged Account.

SECTION 8.2.18 Timber Negative Covenants .

(a) Timber Sale, Harvesting and Stumpage Agreements . Without the prior approval of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), no Loan Party shall enter into, and no Landholder shall be subject to, any Material Agreement (whether written or oral) for the cutting, sale, removal or disposition of Timber, including, without limitation, (i) any Material Supply Agreement, (ii) any Material Transaction Agreement, and (iii) any Timber Lease, timber deed or similar agreement the annual net revenues under which exceed 3% of the aggregate annual net revenues of the Loan Parties and Shell Subsidiaries (without duplication), or the aggregate annual net revenues under which, together with the aggregate annual net revenues of all other Timber Leases, timber deeds and similar agreements that have not been approved under this Section 7.2.18(a) , exceed 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) ).

(b) Restrictions on Grazing and Use of Fire . No Landholder shall permit the grazing of livestock on the Timberland other than in accordance with Best Management Practices. The application of fire in a controlled manner for the benefit of Timber production (“ prescribed burning ”) shall not be utilized in the management of the Timberland unless (i) local fire protection agencies are notified and all fire protection and other Law are followed, (ii) appropriate equipment and trained personnel are available and utilized, (iii) fire is applied only when weather conditions are favorable and (iv) the prescribed burning area is isolated from other areas by appropriate natural or manmade fire breaks.

(c) Coal, Oil, Gas and Other Minerals . The Landholders shall not hold and shall not permit any other Person to hold for any Landholder’s benefit or as any Landholder’s agent, whether directly or indirectly, any permit or license which permits the exploration, extraction, mining, processing, production, storage, transportation or handling of any coal, oil, gas or any other mineral (collectively, “ Mineral Activity ”) with respect to the Timberlands.

(A) Except as permitted hereby, no Landholder shall undertake or operate or cause or permit to be undertaken or operated for its benefit or by its agent, or under any lease of the Real Property, whether directly or indirectly, any Mineral Activity.

(B) Any Mineral Activity on the Timberland shall be carried out by third party (not Affiliates of any Loan Party or any Subsidiary of any Loan Party) tenants or counterparties under bona fide leases, surface agreements or other agreements (collectively, “ Mineral Agreements ”) which, to the extent not in existence prior to the date of the acquisition of the applicable Timberlands (and not entered into in contemplation of such acquisition), shall be in form and substance reasonably acceptable to the Administrative Agent and shall contain covenants by the tenant or counterparty to comply with all Law, including, without limitation, Environmental Laws, and an agreement by the tenant or counterparty to indemnify, defend and hold harmless the applicable Loan Parties and Subsidiaries of any Loan Party, the Administrative Agent and the Lenders and their respective successors and assigns against any loss, claims or damage, including legal fees, arising from any breach of its Mineral Agreement or liability arising from such tenant or counterparty’s activity or presence on the Timberland (including as a result of a violation of any Environmental Laws).

(C) Each Landholder shall (A) reasonably inspect and monitor the activities of all tenants and counterparties under the Mineral Agreements, if any, to assure compliance in all material respects with the terms and conditions of the Mineral Agreements, (B) enforce the material terms and conditions of the Mineral Agreements and cause the tenants and counterparties thereunder to comply with all material terms and conditions of the Mineral Agreements and (C) assure that all Mineral Activity complies in all material respects with all Environmental Laws in the manner set forth in Section 7.1.6 . Each Landholder shall furnish to the Administrative Agent, promptly following a request therefor, copies of its records with regard to the compliance by tenants and counterparties with all material terms and conditions of the Mineral Agreements.

(D) Any Mineral Activity on the Timberlands permitted hereunder shall not be undertaken or permitted by any Landholder, except in such manner that none of the Administrative Agent or the Lenders shall be liable in any event for any of such activities under applicable Environmental Laws, including claims based upon the existence of any Hazardous Material, non-hazardous wastes, discoloration or degradation of any water or streams, interference with the bed of any stream or the natural flow thereof, reclamation or revegetation. Each Landholder shall assure that all reclamation and revegetation of the Timberland that is conducted as a result of any Mineral Agreement be timely completed in accordance with applicable Environmental Laws, other Law and applicable Best Management Practices.

(E) Without limiting Section 7.1.6 , in connection with the Mineral Activity, the Loan Parties and the Subsidiaries of the Loan Parties shall, to the extent required by applicable Environmental Laws, clean up, or cause to be cleaned up, any Hazardous Material or nonhazardous waste materials held, released, spilled, abandoned or placed upon the Timberland or released into the environment by any Loan Party, any lessees, contractors, subcontractors, suppliers, employees, agents, or by anyone for whom any Landholder or any lessees are responsible, at its own expense.

(F) Each Landholder shall use commercially reasonable efforts (A) to cause all Mineral Activity to be conducted with due regard for the present and future value of both the Timberland as Timber producing coal mining and oil and gas properties, particularly with respect to the support of overlying coal seams and prevention of slips, slides, squeezes and other distortions of said seams; (B) all Mineral Activity be conducted in material compliance with all Environmental Laws and other Law; (C) to require that any Mineral Activity complies with all material conditions, covenants and limitations contained in any of the instruments under which any Landholder holds title to the Timberland or where any Landholder owns minerals without ownership of the surface overlying said minerals; and (D) to cause its tenants to obtain rights from the then surface owners with respect to such Mineral Activities.

(G) The Administrative Agent shall have the right (subject to the proviso of the last sentence of Section 7.1.5(d) ), but not the duty, at any and all reasonable times to enter upon the Timberland for the purposes of inspecting the Mineral Activities being conducted thereon, including the financial records, royalty summaries, mining reports, weighing devices and maps related thereto. Each Landholder shall keep, or use commercially reasonable efforts to cause its tenants to keep, adequate and accurate records of all depths of mining and drilling, maps of the locations of all Mineral Activities, both above and below ground, quantities of minerals extracted and amounts shipped, and all payments payable and received with respect to all minerals and Mineral Agreements. Each Landholder agrees that it will promptly furnish the Administrative Agent, without cost to the Administrative Agent, the results of all core drilling and other exploratory openings and tests made for coal, oil, gas or other minerals upon the Timberland, including the results of any analytical test made to determine the quality, type or characteristics thereof, upon request.

(H) Without limiting Section 11.4 , the Borrower shall indemnify and hold harmless the Administrative Agent and the Lenders and their respective officers, directors and employees and their respective successors, from and against all fines, penalties, actions, suits, legal proceedings and all costs and expenses associated therewith (including legal fees) arising out of or in any way connected with any failure of any Loan Party or any Subsidiary of any Loan Party to perform its obligations under this Section.

SECTION 8.2.19 Unrestricted Timber Transactions . CatchMark Timber shall not consummate, or cause to be consummated, any Unrestricted Timber Transaction unless (a) as soon as available and in no event later than ten (10) Business Days prior to the consummation of any Unrestricted Timber Transaction (or such shorter period of time as may be acceptable to the Administrative Agent), CatchMark Timber shall (i) certify to the Lenders that all the terms and conditions contained in the definition of “Unrestricted Timber Transaction” have been (or will be) satisfied with respect thereto and (ii) deliver to the Lenders substantially final copies of the operative documents evidencing such Unrestricted Timber Transaction and (b) neither the Administrative Agent nor any Lender has objected to the accuracy of any statement contained in such certification (it being agreed that if the Administrative Agent or any Lender fails to object to such certification, on or prior to ten (10) Business Days after the delivery thereof, the Administrative Agent or such Lender shall be deemed to have accepted such certification). If the Administrative Agent or any Lender reasonably objects to such certification, the relevant Unrestricted Timber Transaction shall not be consummated until CatchMark Timber provide reasonably satisfactory evidence as to the accuracy of the statements contained in such certification.

SECTION 8.2.20 Transfer of Funds . The Loan Parties shall not fail to cause their account debtors and other Persons owing money to them to deposit or credit the same into either (a) in the case of account debtors and other Persons under the Master Stumpage Agreement, in the Revenue Account, or (b) in the case of account debtors and other Persons under the Fiber Supply Agreement, in the CatchMark TRS Subsidiary Account, or (c) in the case of all other account debtors and other Persons, a Pledged Account. In addition, CatchMark TRS Subsidiary shall not fail to pay into the Revenue Account, as and when due, all amounts owing by it to Timberlands II pursuant to the Master Stumpage Agreement or otherwise.

SECTION 8.2.21 Rate Protection Agreements .

(a) No Loan Party or Subsidiary of any Loan Party will engage in, guaranty or grant a security interest to secure any speculative transactions or any transaction involving a Rate Protection Agreement except for the sole purpose of hedging in the normal course of business; provided , however , that no Loan Party will engage in, guaranty or grant a security interest to secure any Swap Obligation if at the time of such swap obligation, guaranty or grant it does not constitute an “eligible contract participant” as defined in the Commodity Exchange Act.

(b) No Rate Protection Agreement shall be secured under the Loan Documents or otherwise unless such Rate Protection Agreement is between the Borrower and a Lender or an Affiliate of a Lender and (i) such Lender remains a Lender hereunder and (ii), in the case of an Affiliate of a Lender, such Affiliate of a Lender 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.

SECTION 8.2.22 Anti-Corruption Laws; Anti-Terrorism Laws; Sanctions .

(a) None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or agents will engage in any dealings or transactions with any Sanctioned Person in violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

(b) No Loan Party will fund all or any part of any payment under this Agreement or any other Loan Document out of proceeds derived from transactions that violate Sanctions, or with any Sanctioned Person, or with or connected to any Sanctioned Country.

(c) None of the Loan Parties or their respective Subsidiaries, Affiliates, officers, directors, employees or agents will, directly or indirectly, use any proceeds of any Loan or Letter of Credit or any other financial accommodation under the Loan Documents in a manner inconsistent with Sections 4.10 , 6.9 , 6.17, 6.23 or 7.2.22 or in any manner not permitted by Law.

SECTION 8.2.23 Triple T GP Restrictions . Pursuant to the Consent and Amendment Agreement, dated as of June 29, 2018, (A) Triple T GP shall not create, incur, assume, or suffer to exist, or otherwise become liable in respect of any Indebtedness (other than Indebtedness of Triple T GP expressly permitted pursuant to the terms of such Consent and Amendment Agreement, and Indebtedness of Triple T GP permitted pursuant to Sections 7.2.2(a), 7.2.2(b), 7.2.2(c), 7.2.2(d), and 7.2.2(h) of the Credit Agreement), (B) Triple T GP shall not merge into any other Person (including any Loan Party) without the prior consent of the Administrative Agent in its sole discretion, (C) Triple T GP shall not be a Landholder at any time, (D) Triple T GP shall not own any Real Property, (E) no Loan Party or any Subsidiary of any Loan Party shall be permitted to make dividends, distributions, or any other payments, loans, advances, contributions, or other transfer of funds or property to Triple T GP; and (F) Triple T GP shall not own any Investments other than pursuant to the JV Agreement.

SECTION 8.3 Permitted Joint Venture Covenants . The Loan Parties agree with each Lender and the Administrative Agent that, at any time that any Loan Party or any Subsidiary of a Loan Party invests, directly or indirectly, in a Permitted Joint Venture and until the earlier of (i) the Disposition of all Investments of any Loan Party or any of its Subsidiaries, directly or indirectly, in such Permitted Joint Venture and any of its Subsidiaries or (ii) all the Obligations have been paid in full in cash and performed in full and all the Commitments have been irrevocably terminated, the Loan Parties will perform, and will cause their respective Subsidiaries to perform, all obligations set forth in this Section 7.3 .

SECTION 8.3.1 Notice and Permitted Joint Venture Investment Certificate . At least 10 Business Days (or such shorter period of time as may be approved by the Administrative Agent in its sole discretion) prior to any Loan Party’s Investment, directly or indirectly, in any Permitted Joint Venture, the Borrower shall notify the Administrative Agent of any Loan Party’s intent to invest in a Permitted Joint Venture, and provide draft copies of the Organizational Documents of any applicable Permitted JV Investment Subsidiary or Shell Subsidiary, such Permitted Joint Venture and any Permitted Joint Venture that will be a Subsidiary of or holder of the Equity Interests of such Permitted Joint Venture. Prior to or concurrent with the Investment in any Permitted Joint Venture, directly or indirectly, such Loan Party shall submit a fully executed Permitted Joint Venture Investment Certificate and, to the extent applicable, all other Permitted Joint Venture Investment Documentation.

SECTION 8.3.2 Consolidation with Loan Parties . No Permitted Joint Venture will be consolidated into the financial statements of any Loan Party or any Subsidiary of any Loan Party except as required to comply with the requirements of GAAP; provided , further , that (1) such consolidated financial statement shall contain proper disclosures in compliance with the requirements of GAAP and (2) such assets shall be listed on such Permitted Joint Venture’s own separate balance sheet.

SECTION 8.3.3 Reserved .

SECTION 8.3.4 Appraisals . To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in the Loan to Value Ratio, the Borrower, at the sole cost and expense of the Borrower, shall deliver to the Lenders (A) an annual appraisal update no later than 60 days prior to the end of each calendar year end (other than with respect to the calendar years described in clause (B)) of such Permitted Joint Venture’s JV Timberlands, (B) an appraisal no later than 60 days prior to the end of calendar year 2018 and each third calendar year end thereafter of such Permitted Joint Venture’s JV Timberlands, and (C) an appraisal within 60 days of a request by the Administrative Agent in the exercise of its reasonable discretion (which request, unless an Event of Default has occurred and is continuing, shall not be made more than once in any period of 12 consecutive months) of such Permitted Joint Venture’s JV Timberlands or portion thereof as the Administrative Agent shall have specified in its request. Each such appraisal update or appraisal shall assign independent values to each portion of the JV Timberlands consisting of JV Real Property and each JV Timber Lease. Each such appraisal update or appraisal shall be done by a nationally recognized forestry appraisal firm that is acceptable to the Administrative Agent. The scope of such appraisal update or appraisal and the specifications, methods and assumptions included therein (including any “extraordinary assumptions” or “hypothetical conditions” (each as defined by the Uniform Standards of Professional Appraisal Practice)), must be acceptable to the Administrative Agent; provided that, the Administrative Agent may waive the requirements of clause (A) or clause (B) in its sole discretion if the Borrower has delivered to the Administrative Agent an appraisal or appraisal update for such JV Timberlands that is less than 12 months old as of the end of such calendar year.

^{SECTION 8.3.5} Cruises and Appraisals . To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in the Loan to Value Ratio, and to the extent in any Loan Party’s or any Loan Party’s Subsidiary’s possession, the Borrower shall promptly provide to the Lenders (i) a copy of any appraisal related to such Permitted Joint Venture’s JV Timberlands, and (ii) upon the request of the Administrative Agent in its sole discretion, any timber cruise, inventory report, harvest plan, or cutting report, in each case, related to such Permitted Joint Venture’s JV Timberlands.

SECTION 8.3.6 Updated Value of the JV Timberlands. To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in the Loan to Value Ratio, upon the sale of any JV Real Property by any Permitted Joint Venture (First-Tier) or its Subsidiaries for an amount greater than 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 in connection with a single sale or in the aggregate (including all sales by such Permitted Joint Venture and its Subsidiaries) since the most recent applicable appraisal or appraisal update delivered pursuant to Section 7.3.3 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to this Section 7.3.6 or Section 7.3.7, the Borrower shall deliver to the Lenders a report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture. The Permitted JV Value of the Timberlands set forth in such report shall be calculated by reducing the Permitted JV Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.3.3 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to this Section 7.3.6 or Section 7.3.7 by the gross proceeds received by such Permitted Joint Venture with respect to such sale. Upon the acquisition of any JV Real Property by any Permitted Joint Venture (First-Tier) or its Subsidiaries for an amount greater than 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 in connection with a single purchase or in the aggregate (including all acquisitions by such Permitted Joint Venture) since the most recent applicable appraisal or appraisal update delivered pursuant to Section 7.3.3 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to this Section 7.3.6 or Section 7.3.7 the Borrower may deliver to the Lenders a report updating the Permitted JV Value of the Timberlands. The Permitted JV Value of the Timberlands set forth in such report shall be calculated by increasing the Permitted JV Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.3.3 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to this Section 7.3.6 or Section 7.3.7 by the JV Cost Basis of the JV Real Property acquired.

SECTION 8.3.7 Termination of JV Timber Leases . To the extent any Permitted Joint Venture’s Aggregate Modified Permitted JV Value of the Timberlands is included in the Loan to Value Ratio, upon the termination of any JV Timber Lease of any Permitted Joint Venture (First-Tier) or its Subsidiaries to the extent the JV Timber Lease Termination Proceeds exceed 1.5% of the aggregate value of the JV Timberlands in connection with the termination of a single JV Timber Lease or in the aggregate (including all terminations by any Permitted Joint Venture) since the most recent appraisal or appraisal update delivered pursuant to Section 7.3.3 , or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to Section 7.3.6 or this Section 7.3.7 , the Borrower shall deliver to the Lenders a report updating the Permitted JV Value of the Timberlands by reducing the Permitted JV Value of the Timberlands reported in the most recent appraisal or appraisal update delivered pursuant to Section 7.3.3 or report updating the Permitted JV Value of the Timberlands of such Permitted Joint Venture (First-Tier) and its Subsidiaries pursuant to Section 7.3.6 or this Section 7.3.7 by the JV Timber Lease Termination Proceeds received.

SECTION 8.3.8 Liens on Equity Interests . Any Loan Party’s Equity Interests in a Permitted Joint Venture shall not be subject to any Lien other than a Lien in favor of the Administrative Agent.

SECTION 8.3.9 Separate Liabilities . None of the Loan Parties or the Subsidiaries of the Loan Parties shall create, incur, assume or suffer to exist or otherwise become liable in respect of any Indebtedness or Contingent Liability (including any capital calls or future obligations to make Investments) owed to or on behalf of any Permitted Joint Venture other than Contingent Liabilities permitted by Section 7.2.2(g) or (h) .

SECTION 8.3.10 Equity Pledge; Organizational Documents .

(a) The Equity Interests of each Permitted Joint Venture (First-Tier) will be pledged to the Administrative Agent on such terms and conditions as are reasonably satisfactory to the Administrative Agent and in accordance with the requirements of the Pledge Agreement;

(b) the Organizational Documents of each Permitted Joint Venture (First-Tier) will be in such form as are reasonably satisfactory to the Administrative Agent (and shall not be modified without prior notice to the Administrative Agent and shall not be modified in a manner that is material and adverse to the interests of the Administrative Agent or the Lenders without the consent of the same); and

(c) the Organizational Documents of each Permitted Joint Venture (Lower-Tier) shall not be materially adverse to the interests of the Administrative Agent (and shall not be modified without prior notice to the Administrative Agent and shall not be modified in a manner that is material and adverse to the interests of the Administrative Agent or the Lenders without the consent of the same).

SECTION 8.3.11 Investment Allocation Policy . To the extent an Investment Allocation Policy exists, each Loan Party and Subsidiary of any Loan Party shall comply with such Investment Allocation Policy.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES

SECTION 9.1 Listing of Events of Default . Each of the following events or occurrences described in this Section shall constitute an “ Event of Default .”

SECTION 9.1.1 Non-Payment of Obligations . The Borrower or any other Loan Party shall default in the payment or prepayment when due of any (a) principal or (b) interest on a Loan or (c) any fee, indemnity or other monetary Obligation or Guaranteed Obligation hereunder or under any other Loan Document, under any Rate Protection Agreement between the Borrower and a Lender Party or under any document or agreement related to or on account of any Secured Bank Product; provided that the failure to make any such payments pursuant to clause (b) or (c) shall not result in an Event of Default unless such failure is not cured within two (2) Business Days after the occurrence thereof.

SECTION 9.1.2 Breach of Representations and Warranties . Any representation or warranty of any Loan Party with regard to any Loan Party or any Subsidiary of any Loan Party made or deemed to be made hereunder, in any other Loan Document or any other writing or certificate furnished by or on behalf of any Loan Party or any Subsidiary of any Loan Party to any Lender Party in connection with this Agreement or any such other Loan Document (including any certificates delivered pursuant to Article V ), is or shall be incorrect in any respect when made (or in any material respect if such representation or warranty is not by its terms already qualified as to materiality).

SECTION 9.1.3 Non-Performance of Certain Covenants and Obligations . Any Loan Party shall, or shall cause or permit any of its Subsidiaries to, default in the due performance and observance of any of its obligations under Sections 4.10 , 5.3 , 6.24 and 7.1.1 (subject to a three (3) Business Day grace period, except with respect to Section 7.1.1(g) , for which there shall be no grace period), Section 7.1.2(a) and (b) , 7.1.3(b) (with respect to the Borrower’s existence), 7.1.4 , 7.1.5(b), 7.1.8 , 7.1.9 (with respect to maintaining the Administrative Agent’s first priority security interest in the Collateral), 7.1.13 , 7.1.14 , 7.1.15 , 7.1.16 , 7.1.17 , 7.1.18 , 7.1.19 , 7.1.20 , 7.2 or 7.3 .

SECTION 9.1.4 Non-Performance of Other Covenants and Obligations . Any Loan Party shall, or shall cause or permit any of its Subsidiaries to, default in the due performance and observance of any other agreement contained herein or in any other Loan Document (other than items covered by Sections 8.1.1 or 8.1.3 ), and such default shall continue unremedied for a period of 30 days after the earlier of (a) any officer of any Loan Party or any Subsidiary of any Loan Party having knowledge thereof or (b) notice thereof having been given by the Administrative Agent or a Lender to any Loan Party or any Subsidiary of any Loan Party.

SECTION 9.1.5 Default on Other Obligations . Any event of default shall occur under any agreement, document or instrument to which any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) is a party, or their property or assets are bound, which involves claims or liabilities in excess of (a) $5,000,000, individually or (b) the Material Threshold in the aggregate.

SECTION 9.1.6 Judgments . Any money judgment, writs or warrants of attachment, executions or similar processes involving any aggregate amount (to the extent not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has acknowledged coverage) in excess of $5,000,000, individually, or the Material Threshold, in the aggregate, shall be rendered against any Loan Party, any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) or any of their respective properties, and either (a) enforcement proceeding shall have been commenced by any creditor upon such judgment or order or (b) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal, bond or otherwise, shall not be in effect.

SECTION 9.1.7 Bankruptcy, Insolvency, etc .

Any Loan Party or any Subsidiary of any Loan Party shall:

(a) generally fail to pay debts as they become due, or admit in writing its inability to pay debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator, or other custodian for any Loan Party, any Subsidiary of any Loan Party, or any property of any thereof, or make a general assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiescence, permit or suffer to exist the involuntary appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party, any Subsidiary of any Loan Party, or for any part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days;

(d) permit or suffer to exist the involuntary commencement of, or voluntarily commence, any bankruptcy, reorganization, debt arrangement or other case or proceeding under any Debtor Relief Laws, or permit or suffer to exist the involuntary commencement of, or voluntarily commence, any dissolution, winding up or liquidation proceeding, in each case, by or against any Loan Party or any Subsidiary of any Loan Party; provided , however , that if not commenced by any Loan Party or any Subsidiary of any Loan Party such proceeding shall be consented to or acquiesced in by such Loan Party or Subsidiary, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; or

(e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

SECTION 9.1.8 Impairment of Loan Documents, Security, etc . Any Loan Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) which Loan Party or Subsidiary is a party thereto; any Loan Party, any Subsidiary of any Loan Party, any Governmental Authority or any other Person shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or any security interest in favor of the Administrative Agent for the benefit of the Lender Parties securing (or required to secure) any Obligation shall, in whole or in part, cease to be a perfected first priority security interest in the Collateral, subject to the Liens permitted by Section 7.2.3 .

SECTION 9.1.9 Non-Payment of Taxes . Any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) shall have failed to pay when due any Taxes or other charges of any Governmental Authority in excess of (a) the Material Threshold, in the aggregate, with respect to the Loan Parties and the Subsidiaries of the Loan Parties (other than any Unrestricted Timber Subsidiaries) or (b) $5,000,000, individually, except any such Taxes or other charges which are being diligently contested by it in good faith by appropriate proceedings which stay the enforcement of any Lien resulting from the non-payment thereof and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 9.1.10 Impairment of Material Agreements . (a) Any Material Agreement (other than (i) any Material Transaction Agreement that has been executed but for which the conveyance, lease, or sublease, as applicable, of the Real Property subject thereof has not been consummated and (ii) any Material Agreement related to a proposed but unconsummated Permitted Joint Venture shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) which Loan Party or Subsidiary is a party thereto the effect of which is or could reasonably be expected to be adverse to the interests of the Administrative Agent or the Lenders in any material respect; or (b) there shall be any event of default under any Material Agreement which is or could reasonably be expected to be adverse to the interests of the Administrative Agent or the Lenders in any material respect.

SECTION 9.1.11 Impairment of Business .

(a) Any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) shall be prohibited or otherwise materially restrained, for a period of 30 or more consecutive days, from conducting all or any material part of its business in the ordinary course in accordance with past practice, as a result of (i) any casualty, strike, lockout, labor dispute, embargo, condemnation, order of any Governmental Authority or act of God, (ii) one or more licenses, permits, accreditations or authorizations of any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) being suspended, limited or terminated or (iii) any other reason.

(b) The indictment of any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary) under any criminal statute, or the commencement of a criminal or civil proceeding against any Loan Party or any Subsidiary of any Loan Party (other than any Unrestricted Timber Subsidiary), pursuant to which criminal statute or criminal proceedings the penalties or remedies sought or available include forfeiture to any Governmental Authority of any portion of the Collateral or pursuant to which civil proceeding the penalties or remedies sought include forfeiture to any Governmental Authority of any material portion of the Collateral.

SECTION 9.1.12 Bankruptcy Claims . (i) Any Loan Party or any Subsidiary of any Loan Party shall be subject to a claim arising out of any proceeding of the type referred to in Section 8.1.7 to which any counterparty to any Material Supply Agreement shall be subject and (ii) such claim results, or could be reasonably expected to result, in a Material Adverse Effect.

SECTION 9.1.13 [ Reserved ] .

SECTION 9.1.14 Change of Control . There shall have occurred any event described in the definition of “Change of Control.”

SECTION 9.1.15 REIT Status . CatchMark Timber ceases to have REIT Status beyond all applicable remedy periods.

SECTION 9.1.16 ERISA Event . One or more ERISA Events occurs, that, individually or in the aggregate, results in liability to any Borrower, any other Loan Party, any of their Subsidiaries, or any ERISA Affiliates thereof which could reasonably be expected to have a Material Adverse Effect.

SECTION 9.2 Action if Bankruptcy . If any Event of Default described in Section 8.1.7 shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically become immediately due and payable, without notice or demand.

SECTION 9.3 Action if Other Event of Default . If any Event of Default (other than any Event of Default described in Section 8.1.7 ) shall occur and be continuing for any reason, whether voluntary or involuntary, the Administrative Agent, may, and upon the direction of the Required Lenders, shall, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and the Commitments (if not theretofore terminated) to be terminated, whereupon (without further notice, demand or presentment) the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall become immediately due and payable and the Commitments shall terminate.

SECTION 9.4 Remedies . If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations or the Guaranteed Obligations, all rights and remedies of a secured party under the U.C.C. Without limiting the generality of the foregoing, the Administrative Agent without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law or referred to below) to or upon the Borrower, any other Loan Party, any Subsidiary of any Loan Party or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived or released. The Borrower and each other Loan Party further agree, at the Administrative Agent’s request, to assemble, or caused to be assembled, the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Borrower’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Lender Parties hereunder, including attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 8.7 , and only after such application and after the payment by the Administrative Agent of any other amount required or permitted by any provision of Law, including without limitation Section 9-615(a)(3) of the U.C.C., need the Administrative Agent account for the surplus, if any, to the Borrower or the other Loan Parties. If any notice of a proposed sale or other disposition of Collateral shall be required by Law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Borrower shall remain liable for any deficiency (plus accrued interest thereon as contemplated pursuant to Article III ) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent to collect such deficiency. The rights, powers and remedies of the Administrative Agent and the Lender Parties under this Agreement and the other Loan Documents shall be cumulative and not exclusive of any other right, power or remedy which the Administrative Agent or the Lenders may have against the Borrower or the other Loan Parties pursuant to this Agreement or the other Loan Documents, or existing at Law or in equity or otherwise.

SECTION 9.5 Foreclosure on Collateral . If any Event of Default shall occur and be continuing, the Administrative Agent shall have, in addition to all rights and remedies provided for in the U.C.C. and under Law, all such rights (including the right of foreclosure) with respect to the Collateral as provided in the Pledge Agreement, the Security Agreement, the Mortgages, the Mortgage Amendments and each other Loan Document.

SECTION 9.6 Appointment of Administrative Agent as Attorney-in-Fact . The Borrower hereby constitutes and appoints the Administrative Agent as the Borrower’s attorney-in-fact with full authority in the place and stead of the Borrower and in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6 , agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6 . The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

SECTION 9.7 Payments Upon Acceleration .

After the occurrence of an Event of Default and the acceleration of the Obligations pursuant to Section 8.2 or 8.3 , the Administrative Agent shall apply all payments in respect of the Obligations and all proceeds of Collateral to the Obligations in the following order:

(a) first , to pay Obligations in respect of any fees, expenses or indemnities then due to the Administrative Agent, the Issuing Lenders or Swingline Lender (including, without limitation, fees and expenses referred to in Section 11.3 or 11.4 ), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party;

(b) second , to pay Obligations in respect of any fees, expenses or indemnities then due to the Lenders, whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party;

(d) fourth , to pay interest due in respect of the Loans (other than Swingline Loans), whether or not the same is allowed in any bankruptcy or insolvency proceeding of any Loan Party;

(e) fifth , to pay, pro rata to the outstanding principal amount of any Swingline Loan;

(f) sixth , to pay, on a pari passu basis, the principal outstanding with respect to the Loans and Obligations in respect of Rate Protection Agreements in which the counterparty is a Lender or an Affiliate of a Lender;

(g) seventh , to pay, on a pari passu basis, the principal outstanding with respect to the Obligations in respect of Secured Bank Products in which the counterparty is a Lender or an Affiliate of a Lender;

(h) eighth , to pay all other Obligations; and

(i) ninth , to pay who may be lawfully entitled thereto.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order of each category and shall only be applied to the next succeeding category after all amounts in the preceding category have been paid in full in cash and (ii) amounts owing to each relevant Lender Party in clauses (b) through (g) shall be allocated to the payment of the relevant Obligations ratably, based on the proportion of each Lender Party’s interest in the aggregate outstanding Obligations described in each such relevant clause. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to Obligations that comprise Excluded Swap Obligations of such Loan Party (it being understood that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines in its sole discretion are appropriate to distributions pursuant to clause (f) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause (f) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause (f) above ).

Amounts distributed with respect to any Obligations attributable to clauses (b) and (c) of the definition thereof shall be equal to the lesser of (a) the applicable amount of such Obligation last reported to the Administrative Agent or (b) the actual amount of such Obligation as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Obligations, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender or its Affiliate providing such Secured Bank Products or Rate Protection Agreement. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such Obligations last reported to it.

ARTICLE X
GUARANTY

SECTION 10.1 Guaranty

(a) Each of the Guarantors hereby jointly and severally guarantees to each Lender Party and each other Indemnified Party, as primary obligor and not as surety, the prompt payment of all Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms hereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.

(b) Notwithstanding any provision to the contrary contained herein or in any other Loan Document or any Rate Protection Agreement or in any document or agreement relating to or on account of any Secured Bank Product, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the greatest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws; (ii) the Guaranteed Obligations of any Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor; and (iii) with respect to each Subsidiary Guarantor that gives a mortgage on property in the State of Alabama (each an “ AL Guarantor ”), the guaranty obligations of each such AL Guarantor under this Agreement with respect to the Guaranteed Obligations of the other Loan Parties, including the obligation of the Borrower to pay the Loan, are contingent upon the Borrower or such other Loan Party failing to pay or perform the applicable obligation or the occurrence of any Default or Event of Default described in Section 8.1.7 .

(c) The obligations of the Guarantors under Section 9.1(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or Rate Protection Agreements or documents or agreements relating to or on account of any Secured Bank Product, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Law, irrespective of any Law or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 9.1(c) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(A) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(B) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Rate Protection Agreement, any document or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be done or omitted;

(C) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Rate Protection Agreement, any document or agreement relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product shall be waived or otherwise modified or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be added, released, impaired or exchanged in whole or in part or otherwise dealt with;

(D) any Lien granted to, or in favor of, the Administrative Agent or any other Lender Party or Indemnified Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected;

(E) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor);

(F) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower or any other Loan Party against any Lender Party or other Indemnified Party; or

(G) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party or such Guarantor, including as a result of any proceedings of the nature referred to in Section 8.1.7 .

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, promptness, presentment, demand of payment, protest, notice of acceptance and all other notices whatsoever, and any requirement that the Administrative Agent or any other Lender Party or Indemnified Party exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Rate Protection Agreement, any documents or agreements relating to or on account of any Secured Bank Product or any other agreement or instrument referred to in the Loan Documents or such Rate Protection Agreements or such documents or agreements relating to or on account of any Secured Bank Product, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

(d) Each Guarantor hereby irrevocably waives to the extent permitted by Law and until such time as all of the Guaranteed Obligations shall have been paid in full in cash and the Commitments have irrevocably terminated, any claim or other rights which it may now or hereafter acquire against the Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Section 9.1 or any other Loan Document or any Rate Protection Agreement or any documents or agreements relating to or on account of any Secured Bank Product, including any right of subrogation, reimbursement, exoneration, contribution or indemnification, and any right to participate in any claim or remedy of any Lender Party or other Indemnified Party against the Borrower or any other Loan Party or any collateral which any Lender Party or other Indemnified Party now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract or Law. If any amount shall be paid to any Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for, the Lender Parties and other Indemnified Parties, and shall forthwith be paid to the Administrative Agent on behalf of the Lender Parties and other Indemnified Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this Section 9.1(d) is knowingly made in contemplation of such benefits.

(e) The obligations of the Guarantors under this Section 9.1 shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment by or on behalf of any Person in respect of any of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other Lender Party or Indemnified Party on demand for all costs and expenses (including, without limitation, the reasonable, documented or invoiced, out-of-pocket fees, charges and disbursements of counsel) incurred by the Administrative Agent or such Lender Party or Indemnified Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Laws.

(f) Each Guarantor agrees that such Guarantor shall have no right of recourse to security for any of the Guaranteed Obligations, except through the exercise of rights of subrogation pursuant to Section 9.1(d) and through the exercise of rights of contribution pursuant to Section 9.3 .

(g) The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent, the other Lender Parties and Indemnified Parties, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.2 ) for purposes of Section 9.1(a) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing any of the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or any of the Guaranteed Obligations being deemed to have become automatically due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 9.1(a) . The Subsidiary Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Security Agreement, Pledge Agreement, Mortgages, and the other Loan Documents and that the Lender Parties may exercise their remedies thereunder in accordance with the terms thereof.

(h) The guarantee in this Section 9.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all of the Guaranteed Obligations whenever arising.

SECTION 10.2 [ Reserved ].

SECTION 10.3 Right of Contribution; Keepwell .

(a) The Guarantor agrees among themselves that, in connection with payments made hereunder corresponding to Guaranteed Obligations, each Guarantor shall have contribution rights against the other Guarantors as permitted under Law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all of the Guaranteed Obligations have been paid in full and the Commitments have terminated.

(b) The Guarantors agree among themselves that, in connection with payments made hereunder corresponding to the Guaranteed Obligations, each Guarantor shall have contribution rights against the other Guarantors as permitted under Law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantor under the Loan Documents and no Guarantor shall exercise such rights of contribution until all of the Guaranteed Obligations have been paid in full and the Commitments have terminated.

(c) Each of the Borrower and the Guarantors that is a Qualified ECP Guarantor at the time any Guaranty in Section 9.1(a) by any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “ Specified Loan Party ”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably guarantees to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents to which such Loan Party is a party with respect to such Swap Obligations which are permitted Rate Protection Agreements under this Agreement that would, in the absence of the agreement in Section 7.1.17(b) or this Section 9.3(c) , otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Loan Party’s obligations and undertakings under Section 7.1.17(b) or this Section 9.3(c) voidable under Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The guaranty of the Borrower and the Guarantors under this Section 9.3(c) shall remain in full force and effect until the Obligations and Guaranteed Obligations have been paid and performed in full and the Commitments have expired or been terminated. The Borrower and the Guarantors intend this Section 9.3(c) to constitute, and this Section 9.3(c) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party with respect to the permitted Rate Protection Agreements for all purposes of the Commodity Exchange Act.

ARTICLE XI
THE ADMINISTRATIVE AGENT

SECTION 11.1 Appointment and Authority . Each of the Lenders and the Issuing Lenders on behalf of itself and its Affiliates holding Obligations pursuant to clause (b) or (c) of the definition of “Obligations” hereby irrevocably appoints CoBank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 10.1 are solely for the benefit of Administrative Agent and the Lenders and its Affiliates holding Obligations pursuant to clauses (b) and (c) of the definition of “Obligations”, and neither the Borrower nor any other Loan Party nor any of their Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 11.2 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 11.3 Exculpatory Provisions .

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(A) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(B) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Laws or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Laws; and

(C) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.1 and Article VIII ), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

(c) Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

SECTION 11.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including facsimile, e-mail, Platform, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 11.5 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10.5 shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 11.6 Resignation of Administrative Agent

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Law, by notice in writing to Borrower and such Person remove such Person as the Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Section and Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

SECTION 11.7 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 11.8 No Other Duties, Etc . Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the Bookrunner, the Documentation Agent or the Syndication Agent listed on the cover page hereof (the “ Joint Lead Arrangers ”, the “ Bookrunner ”, the “ Documentation Agent ” and the “ Syndication Agent ”, respectively) shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

SECTION 11.9 Administrative Agent May File Proof of Claims . In case of the pendency of any proceeding under any Debtor Relief Laws or any other judicial proceeding relative to any Loan Party or any Subsidiary of any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 11.3 and 11.4 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Lender and each Affiliate holding Obligations pursuant to clause (b) or (c) of the definition of “Obligations,” to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, Issuing Lenders and such Affiliates, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 11.3 , 11.4 and 10.12 .

SECTION 11.10 Agency for Perfection; Enforcement of Security by Administrative Agent . The Administrative Agent and each Lender and Issuing Lender hereby appoint each other Lender as agent for the purpose of perfecting the Administrative Agent’s security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code in any applicable jurisdiction, can be perfected only by possession or control. Should any Lender or Issuing Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender or Issuing Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor, shall deliver such Collateral (or control thereof) to the Administrative Agent or in accordance with the Administrative Agent’s instructions without affecting any Lender’s or Issuing Lenders’ right to set-off. Each Lender (for itself and its Affiliates) and Issuing Lender agrees that it will not have any right individually to enforce or seek to enforce any Loan Document regarding the Collateral or to realize upon any collateral security for the Loans or the other Obligations, it being understood and agreed that such rights and remedies may be exercised only by the Administrative Agent.

SECTION 11.11 Collateral and Guaranty Matters .

(a) The Lenders and their respective Affiliates irrevocably authorize the Administrative Agent, at its option and in its discretion,

(A) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been made and Rate Protection Agreements and Secured Bank Products as to which other arrangements satisfactory to the Administrative Agent and the applicable Lender on behalf of itself or its Affiliate shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (B) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition permitted under the Loan Documents, (C) constituting property in which the Borrower or any other Loan Party owned no interest at the time the security interest and/or Lien was granted, (D) constituting a Timber Deed or property leased to the Borrower or any other Loan Party under a Timber Deed or lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by the Borrower or any other Loan Party to be, renewed or extended, (E) if approved by the Required Lenders or, if required by Section 11.1 , each Lender, if applicable; provided that , upon the request of any Borrower, the Administrative Agent, in its sole discretion, may provide a non-disturbance and attornment agreement or subordinate the Administrative Agent’s Lien in Real Property subject to a Mortgage to easements, rights of way and similar restrictions where any Loan Party is permitted to create such easement, right of way or similar restriction pursuant to Section 7.2.3(d) , or (F) constituting property designated as Unsecured Real Property in compliance with the proviso in the definition of “Unsecured Real Property”;

(B) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted by Section 7.2.3(b) or (d) ; and

(C) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 10.11 .

(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party or any other Lender Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

(c) The Administrative Agent may from time to time make disbursements and advances that, in its sole discretion, it deems necessary or desirable to preserve, protect, prepare for sale or lease or Dispose of the Collateral, to enhance the likelihood or maximize the amount of the Obligations that are repaid by the Loan Parties or pay any other amount chargeable to any Loan Party hereunder. All such amounts disbursed or advanced by the Administrative Agent shall be Obligations that are secured by the Collateral and be repayable by the Borrower on demand.

SECTION 11.12 Indemnification . Lenders will reimburse and indemnify Administrative Agent and all other Agent Parties on demand (to the extent not actually reimbursed by the Loan Parties, but without limiting the obligations of the Loan Parties under this Agreement) for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, reasonable attorneys’ fees and expenses), advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent or any other Agent Party (a) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by the Administrative Agent or any other Agent Party under this Agreement or any of the Loan Documents, and (b) in connection with the preparation, negotiation, execution, delivery, administration, amendment, modification, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents in proportion to each Lender’s Percentage; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements resulting from the Administrative Agent’s or any other Agent Party’s gross negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment by a court of competent jurisdiction. If any indemnity furnished to any Agent Party for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The obligations of Lenders under this Section 10.12 shall survive the payment in full of the Obligations and the termination of the Commitments and this Agreement.

SECTION 11.13 Resignation of Issuing Lender . Any Issuing Lender may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of an Issuing Lender hereunder, the retiring Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letters of Credit.

SECTION 11.14 Resignation of Swingline Lender . The Swingline Lender may resign at any time by giving notice to Administrative Agent, the Lenders and the Borrower. After the resignation of the Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have rights and obligations of the Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.

SECTION 11.15 Compliance with Flood Laws . CoBank has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the Flood Laws. CoBank, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each lender in the syndicate) documents that it receives in connection with the Flood Laws. However, CoBank reminds each lender and participant in the facility that, pursuant to the Flood Laws, each federally regulated lender (whether acting as a lender or participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

SECTION 11.16 No Reliance on the Administrative Agent’s Customer Identification Program . Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Laws, Anti-Corruption Laws or Sanctions, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping, (c) comparisons with government lists, (d) customer notices or (e) other procedures required under the CIP Regulations or such other Law.

SECTION 11.17 Certain ERISA Matters .

SECTION 10.17.1 Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers, the Bookrunner, the Documentation Agent or the Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(a) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(b) relief is available to the Lender under the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(c) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(d) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

SECTION 10.17.2 In addition, unless Section 10.17.1(a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in Section 10.17.1(d) , such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers, the Bookrunner, the Documentation Agent and the Syndication Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(a) none of the Administrative Agent, the Joint Lead Arrangers, the Bookrunner, the Documentation Agent or the Syndication Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(e) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, a registered investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(f) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(g) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(h) no fee or other compensation is being received directly by the Administrative Agent, the Joint Lead Arrangers, the Bookrunner, the Documentation Agent or the Syndication Agent or any their respective Affiliates from such Lender for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

The Administrative Agent, the Joint Lead Arrangers, the Bookrunner, the Documentation Agent and the Syndication Agent hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE XII
MISCELLANEOUS PROVISIONS

SECTION 12.1 Waivers, Amendments, etc .

(a) Except for actions expressly permitted to be taken by the Administrative Agent pursuant to the terms of the Loan Documents (including the acceptance in its sole discretion of supplements by the Borrower to certain Items of the Disclosure Schedules regarding Real Property acquired after the Effective Date, regarding a Subsidiary Guarantor joined after the Effective Date and from time to time updated Schedules to the Security Agreement or Pledge Agreement), no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Borrower and the Required Lenders; provided , however , that

(A) no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent, all Lenders and Voting Participants:

(A) release all or substantially all of the Collateral;

(B) release any Loan Party from its Obligations under any Loan Document except as specifically provided for in the Loan Documents;

(D) amend or waive this Section 11.1 or the definition of the “Required Lenders” or of “Percentage” insofar as such definition affects the substance of this Section, or any other provision specifying the number or percentage of Lenders and Voting Participants required to take any action under any Loan Document;

(B) no amendment, modification, termination or waiver of this Agreement or any other Loan Document shall, unless in writing and signed by the Administrative Agent and each Lender and each Voting Participant specified below for such amendment, modification, termination or waiver:

(A) increase the amount of any Commitment of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;

(B) other than as provided in Section 3.6 , extend the Revolving Loan Commitment Termination Date, the Multi-Draw Term Loan Commitment Termination Date, or any Stated Maturity Date without the consent of all of the Lenders and Voting Participants holding the Commitments and Loans of the applicable credit facility and, in the case of the Revolving Loan Commitment Termination Date, the Swingline Lender and any Issuing Lender (Revolver) and in the case of the Multi-Draw Term Loan Commitment Termination Date, any Issuing Lender (MDT);

(C) reduce the principal of, or rate of interest on (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2 ), or fees payable with respect to, any Loan of any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;

(D) alter Section 8.7 without the consent of any affected Lender or Voting Participant;

(E) extend the due date for, or reduce the amount of, any prepayment under Section 3.1.2(b)(vii) of principal on any Loan or other Obligations without the written consent of holders of more than 66.67% of the Loans to which such prepayment would have been applied pursuant to the application of payments under Section 3.1.3 without giving effect to any waiver or amendment thereof under this Section 11.1(a)(ii)(E) ;

(F) extend the due date for, or reduce the amount of, any payment of interest (other than any waiver of any increase in the interest rate pursuant to Section 3.2.2 ) as to any affected Lender or Voting Participant without the consent of such affected Lender or Voting Participant;

(G) except with respect to any amendment, modification or waiver expressly permitted to be made by the Administrative Agent, Swingline Lender or Issuing Lenders pursuant to the terms of the Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period of any Borrowing under the Revolving Loan Commitments without the written consent of holders of more than 50 % of the Revolving Loan Commitments; or

(H) except with respect to any amendment, modification or waiver expressly permitted to be made by the Administrative Agent or Issuing Lenders pursuant to the terms of the Loan Documents, amend, modify or waive any condition precedent, notice, required amount, or borrowing procedure or period to any Borrowing under the Multi-Draw Term Loan Commitments without the written consent of holders of more than 50 % of the Multi-Draw Term Loan Commitments;

(C) no amendment, modification, termination or waiver affecting the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Lender under this Agreement or any other Loan Document shall be effective unless in writing and signed by the Administrative Agent, the Swingline Lender or such Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action.

(b) No failure or delay on the part of any Lender Party in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Lender Party shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. The remedies provided in this Agreement are cumulative, and not exclusive of remedies provided by Law.

(c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed to be held by any such Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring the consent of the Lenders).

(d) Notwithstanding anything to the contrary herein, technical and conforming modifications to (or amendments and restatements of) the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary (i) to provide for terms and conditions of any Incremental Term Loan or Revolver Increase, including, without limitation, with respect to borrowing and prepayment conditions and mechanics, (ii) so as to modify Section 8.7 , any other provision hereof or thereof relating to the pro rata sharing of payments among the Lenders or any other provisions hereof or thereof that might otherwise require the vote of the Required Lenders (or another group of Lenders or all of the Lenders) hereunder in order to include provisions applicable to any such Incremental Term Loan or Revolver Increase that are substantially consistent with the existing provisions of this Agreement with respect to such matters and to share ratably in the benefits of this Agreement and the other Loan Documents with the Lenders under any such Incremental Term Loan or Revolver Increase, and (iii) to otherwise incorporate the terms applicable to any such Incremental Term Loan or Revolver Increase (such as the pricing, maturity, fees and other provisions applicable thereto).

SECTION 12.2 Notices .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail as follows:

(A) If to the Borrower, CatchMark Timber or any Subsidiary Guarantor: c/o CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, Georgia 30328, Attention: Ursula Godoy-Arbelaez (Facsimile no. (855) 865-8223; Telephone No. (404) 445-8480; email: Ursula . Godoy@catchmark . com ), with a copy (which shall not constitute notice) to Alston & Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia 30309, Attention: Rosemarie A. Thurston, Esq. (Telephone No. (404) 881-4417; email: rosemarie.thurston@alston.com);

(B) if to Administrative Agent, to CoBank, ACB at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111, Attention: Credit Information Services (Facsimile No. (303) 224-6101; Telephone No. (303) 740-4000; email: CIServices@cobank.com; ZCarpenter @cobank . com );

(C) if to CoBank, in its capacity as an Issuing Lender or the Swingline Lender, to it at CoBank, ACB at 6340 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111, Attention: Credit Information Services (Facsimile No. (303) 224-6101; Telephone No. (303) 740-4000; email: CIServices@cobank.com; ZCarpenter @cobank . com );

(D) If to a Lender to it at its address (or facsimile number or e-mail address) set forth in its Administrative Questionnaire or in the Assignment and Assumption pursuant to which it became a Lender, as the case may be; and

(E) as to any other party, at such other address as shall be designated by such party in a notice to the other parties.

Any party hereto may change its address, facsimile number, telephone number, or e-mail address, by notice to the other parties. Notices and communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices and communications sent by facsimile or e-mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient); provided that , notices and communications sent by facsimile or email to the Administrative Agent, Swingline Lender or an Issuing Lender shall not be effective until received by the Administrative Agent, Swingline Lender or such Issuing Lender, respectively.

(b) Delivery of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or any other Loan Documents executed and delivered hereunder by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart thereof.

(c) Each Loan Party, Lender and Issuing Lender agrees that the Administrative Agent may, but shall not be obligated to, make the Communications available to the other Lenders and the Issuing Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “ Platform ”). Each Lender and Issuing Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Lender for purposes of the Loan Documents. Each Lender and Issuing Lender shall (i) notify Administrative Agent in writing (including by e-mail) from time to time of its e-mail address to which the foregoing notice may be sent by e-mail and (ii) that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the rights of Administrative Agent or any Lender or Issuing Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES DO NOT WARRANT THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO BORROWER, ANY OTHER LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER’S, ANY LOAN PARTY’S, ADMINISTRATIVE AGENT’S, ANY LENDER’S OR ANY OTHER PERSON’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM, THE INTERNET OR ANY OTHER TELECOMMUNICATIONS, ELECTRONIC OR INFORMATION TRANSMISSION SYSTEM, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SECTION 12.3 Payment of Costs and Expenses .

(a) Subject to the proviso of the last sentence of Section 7.1.5(d) , the Borrower agrees to pay all reasonable fees and out-of-pocket expenses of the Administrative Agent and its Related Parties (including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Administrative Agent and accountants, appraisers, investment bankers, environmental advisors, management consultants and other consultants, if any, who may be retained by the Administrative Agent) that are actually incurred in connection with:

(A) the syndication of the credit facilities provided for herein;

(B) the negotiation, preparation, execution, delivery and administration of this Agreement and each other Loan Document (including with respect to due diligence matters, the preparation of additional Loan Documents, the review and preparation of agreements, instruments or documents pursuant to Article V and Section 7.1.9 ), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated;

(C) the filing, recording, refiling or rerecording of the Loan Documents and any other security instruments executed in connection with the transactions contemplated hereby;

(D) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document;

(E) sums paid or incurred to pay any amount or take any action required by the Borrower or any other Loan Party under the Loan Documents that the Borrower or any such Loan Party fail to pay or take; and

(F) costs of appraisals, field exams, field services, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of any Field Servicer, independent auditors and appraisers.

(b) The Borrower further agrees to reimburse each Lender Party upon demand for all out-of-pocket expenses (including, without limitation, the fees and out-of-pocket expenses of legal counsel and consultants to each Lender Party who may be retained by each such Lender Party) actually incurred by each Lender Party in connection with (i) the consideration of their rights and remedies hereunder in connection with any current or prospective Default or Event of Default; (ii) the negotiation of any restructuring or “work-out,” whether or not consummated, of any Obligations; (iii) the enforcement or protection of its rights in connection with this Agreement or any other Loan Document or any permitted Rate Protection Agreement or any document or agreement relating to or on account of any Secured Bank Product; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document.

(c) All amounts due under this Section shall be payable promptly and, in any event, not later than ten (10) days after demand therefor.

SECTION 12.4 Indemnification by the Borrower .

(a) The Borrower agrees, at its sole cost and expense, to indemnify, exonerate and hold each Lender Party and each of their respective Related Parties (collectively, the “ Indemnified Parties ”) free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities, damages and out-of-pocket expenses (in each case whether asserted by any third party or the Borrower or any of its Affiliates and irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including, without limitation, the fees and out-of-pocket expenses of the Indemnified Parties (including the fees and out-of-pocket expenses of legal counsel and consultants to the Indemnified Parties who may be retained by the Indemnified Parties) (collectively, the “ Indemnified Liabilities ”), that arise out of or relate to:

(A) the negotiation, preparation, execution, delivery or performance of the terms of, or consummation of the transactions contemplated by, this Agreement, any other Loan Document or any other agreement or instrument contemplated thereby (including any action brought by or on behalf of the Borrower or any other Loan Party as the result of any determination by the Required Lenders pursuant to Article V not to fund any Borrowing);

(B) any Loan or Letter of Credit or the use or proposed use of the proceeds thereof, including any transactions financed in whole or in part, directly or indirectly, with such proceeds;

(D) any presence, release, or threat of Release of Hazardous Materials, at, upon, under or within the Real Property;

(E) the falsity in any material respect of any of the representations made in Section 6.13 , whether or not caused by the Borrower;

(F) the failure of the Borrower to duly perform the covenants, obligations or actions set forth in Section 7.1.6 , including with respect to: (A) the imposition by any Governmental Authority of any lien upon the Real Property, (B) remediation of the Real Property or any other land or water contaminated by Hazardous Materials which were generated on or migrated from the Real Property, (C) liability for personal injury or property damage or damage to the environment, (D) any diminution in the value of the Real Property and (E) claims, costs, liabilities and damages arising under any Environmental Laws, or any other claims, liabilities or costs which may be incurred by or asserted against Indemnified Parties directly or indirectly resulting from the presence of any Hazardous Material in, on, under or affecting the Real Property;

(G) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory; except for any such Indemnified Liabilities arising from the relevant Indemnified Party’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Law. Such indemnification shall be available regardless whether the relevant Indemnified Party is found to have acted with comparative, contributory or sole negligence. Under no circumstances shall any Indemnified Party be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(b) The Borrower further agrees that Lender Parties and their respective Related Parties shall not assume any liability or obligation for loss, damage, fines, penalties, claims or duty to remediate or dispose of wastes or Hazardous Material on or relating to Real Property as a result of any conveyance of title to the Real Property to any of the Lender Parties or otherwise or as a result of any inspections or any other actions made or taken by any Lender Party on the Real Property, except to the extent that any of the foregoing matters are attributable to actions or omissions by such Lender Party or its agents constituting fraud, gross negligence or willful misconduct. The Borrower agrees to remain fully liable under the indemnification contained in this Section.

(c) Promptly following completion of any actions imposed upon the Borrower by any order, judgment or other final resolution of a matter indemnified under this Agreement, or completion of any other remediation requirement under any applicable Environmental Laws, the Borrower shall certify to the Administrative Agent and the Lenders that all such required actions have been completed. The Administrative Agent or any Lender, at its option, may require the Borrower, at the Borrower’s expense, to obtain and deliver to the Administrative Agent and the Lenders an environmental report in form and substance reasonably acceptable to Administrative Agent from a consultant reasonably acceptable to the Administrative Agent confirming that all such actions have been completed in accordance with any such order, judgment or resolution or other legal or remediation requirements, and that the Real Property is in compliance in all material respects with applicable Environmental Laws. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) to be paid by it to the Administrative Agent or any of its Related Parties, each Lender severally agrees to pay to the Administrative Agent or such Related Party, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed indemnity payment is sought) of such unpaid amount. The obligations of the Lenders under this clause are several and not joint and shall survive the termination of this Agreement.

(d) Each Loan Party also agrees that, without the prior consent of the Administrative Agent (not to be unreasonably withheld), neither it nor any of its Affiliates will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes a full and unconditional written release of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

(e) This Section 11.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

SECTION 12.5 Survival . The obligations of the Borrower under Sections 4.3 , 4.4 , 4.5 , 4.6 , 11.3 and 11.4 and under any other provision specifically providing for indemnification or reimbursement of fees, costs and expenses incurred by any of the Lender Parties in connection with this Agreement and the other Loan Documents, and the obligations of the Lenders under Section 10.1 , shall in each case survive any termination of this Agreement, the payment in full of all the Obligations and the termination of all the Commitments. All covenants, agreements, representations and warranties made by each Loan Party in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lender Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loan and the issuance of any Letter of Credit, regardless of any investigation made by any Lender Party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder.

SECTION 12.6 Severability . Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 12.7 Headings . The various headings of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.

SECTION 12.8 Counterparts; Effectiveness .

(a) Counterparts . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Article V , this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 12.9 Governing Law . This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction.

SECTION 12.10 Entire Agreement . Without limiting Section 11.22 , this Agreement and each other Loan Document constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 12.11 Assignments and Participations .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer or allocate as a result of a division any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clause (b) of this Section, (ii) by way of participation in accordance with the provisions of clause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (including Voting Participants) to the extent provided in clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (in each case with respect to any credit facility) any such assignment shall be subject to the following conditions:

(A) Minimum Amounts

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Commitment) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(B) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Commitments on a non-pro rata basis.

(C) Required Consents . No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided , further , that the Borrower’s consent shall not be required during the primary syndication of the Commitments;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) the Revolving Loan Commitment or any unfunded Commitments with respect to any Multi-Draw Term Loan Commitment or Incremental Term Loan Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the consent of each Swingline Lender and each Issuing Lender (Revolver) (which consent shall not be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Loan Commitment; and

(D) the consent of each Issuing Lender (MDT) (which consent shall not be unreasonably withheld or delayed) shall be required for assignments in respect of the Multi-Draw Term Loan Commitment.

(D) Assignment and Assumption . The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(E) No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (v).

(F) No Assignment to Natural Persons . No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned or operated for the primary benefit of a natural Person).

(G) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full Percentage of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Law without compliance with the provisions of this clause, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) , from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.3 , 4.4 , 4.5 , 4.6 , 11.3 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at an office specified from time to time a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned or operated for the primary benefit of a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.1(a)(i) through (ii) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.3 , 4.4 , 11.4 and 4.6 (subject to the requirements and limitations therein, including the requirements under Section 4.6(f) (it being understood that the documentation required under Section 4.6(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section; provided that , such Participant (A) agrees to be subject to the provisions of Section 4.5 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 4.3 and 4.6 , with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.5 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Sections 4.8 and 4.9 as though it were a Lender; provided that such Participant agrees to be subject to Sections 4.8 and 4.9 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Any Participant that is a Farm Credit Lender and that (i) has purchased a participation in a minimum amount of $5,000,000, (ii) if the Administrative Agent is other than CoBank, has been designated as a voting participant (a “ Voting Participant ”) in a notice sent by the relevant Lender to the Administrative Agent as being entitled to be accorded the right of a Voting Participant, and (iii) receives the prior written consent of the Administrative Agent (such consent being required only if the Administrative Agent is other than CoBank ) to become a Voting Participant, shall be entitled to vote, and the voting rights of the selling Lender shall be correspondingly reduced, on a dollar-for-dollar basis, as if such Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action to which the Lender selling such participation is entitled to vote. Notwithstanding the above, (i) each Farm Credit Lender listed on Schedule III is a Voting Participant as of the Effective Date, and (ii) any Farm Credit Lender listed on Schedule III who has indirectly purchased a participation on the Effective Date and who was a Voting Participant under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall be entitled to vote, and the voting rights of the selling Voting Participant shall be correspondingly reduced, on a dollar-for-dollar basis, as if such Voting Participant with the indirect participation were a Voting Participant with a direct participation, on any matter requiring or allowing a Voting Participant with a direct participation to provide or withhold its consent, or to otherwise vote on any proposed action to which the Voting Participant reselling such participation is entitled to vote.

(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Issuing Lender . Subject to the terms and conditions of this Section 11.11 , an Issuing Lender may assign to an Eligible Assignee all or a portion of its rights and obligations under the undrawn portion of its commitment to issue Letters of Credit at any time; provided , however , that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption.

(g) Swingline Lender . Subject to the terms and conditions of this Section 11.11 , the Swingline Lender may assign to an Eligible Assignee all of its rights and obligations under the Swingline Loans and the undrawn portion of the Swingline Loan Commitment at any time; provided , however , that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption.

SECTION 12.12 Press Releases and Related Matters . Each Loan Party agrees that neither it nor any other Loan Party nor any Subsidiary of any Loan Party will issue any press release or other public disclosure using the name of CoBank or its Affiliates (other than the filing of the Loan Documents with the Securities and Exchange Commission) without the prior consent of CoBank. Each Loan Party consents to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. The Administrative Agent and each such Lender shall provide a draft of any such tombstone or similar advertising material to the Borrower for review and reasonable comment prior to the publication thereof. In addition, the Administrative Agent reserves the right to provide to industry trade organizations customary information for inclusion in league table measurements.

SECTION 12.13 CONSENT TO JURISDICTION AND SERVICE OF PROCESS .

(a) Jurisdiction . EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY SWINGLINE LENDER, ANY ISSUING LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK, SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT, OR TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER, THE SWINGLINE LENDER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ANY SUBSIDIARY OF ANY LOAN PARTY OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) Waiver of Venue . THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 11.13(A) . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) Service of Process . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.2 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 12.14 Waiver of Jury Trial, etc . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY THE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 12.15 Waiver of Consequential Damages, etc . TO THE FULLEST EXTENT PERMITTED BY THE LAWS, THE BORROWER AND EACH OTHER LOAN PARTY SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNIFIED PARTY, ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE GUARANTY, ANY LOAN OR OTHER CREDIT EXTENSION OR THE USE OF THE PROCEEDS THEREOF. NO INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 12.16 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

SECTION 12.17 Protection of Interests . Without limiting any of the other provisions hereof and whether or not the Administrative Agent or any Lender acquires legal possession and title to the Real Property, if the Administrative Agent becomes aware of any matter for which the Borrower may have liability in accordance with the other provisions of this Agreement, whether or not a claim is asserted against any Loan Party, the Administrative Agent shall have the right to take any action available to the Administrative Agent under Law, and the Borrower and each Loan Party hereby grants to the Administrative Agent and its respective agents, attorneys, employees, consultants, contractors and assigns, an irrevocable license and authorization for access to the Real Property and to conduct any such actions that the Administrative Agent deems reasonably appropriate in connection therewith. The Borrower shall pay promptly following demand by the Administrative Agent all costs and expenses in connection with such investigatory and remedial activities. The foregoing license and authorization is intended to be a means of protection of the Administrative Agent’s or the Lenders’ security interest in the Real Property and not as participation in the management of the Borrower, any Loan Party or the Real Property.

SECTION 12.18 Confidentiality . Each of the Administrative Agent, the Issuing Lenders and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its other Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Parties and their obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or any Subsidiary of any Loan Party or the Commitments or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Commitments; (h) with the consent of the Borrower; or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties. For purposes of this Section, “ Information ” means all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by the Loan Parties or any of their Subsidiaries; provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after December 23, 2014, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

SECTION 12.19 USA Patriot Act Notice . Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender Party) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions, including the USA Patriot Act.

SECTION 12.20 [ Reserved ] .

SECTION 12.21 Waiver of Farm Credit Rights . EACH OF THE LOAN PARTIES ACKNOWLEDGES AND AGREES THAT, TOGETHER WITH LEGAL COUNSEL, IT HAS REVIEWED ALL RIGHTS THAT IT MAY OTHERWISE BE ENTITLED TO WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS UNDER THE STATUTES AND REGULATIONS OF THE FARM CREDIT ADMINISTRATION AS SPECIFIED AT 12 CFR § 617.7000 ET . SEQ ., AND THAT IT KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL SUCH RIGHTS.

SECTION 12.22 Effectiveness of Amendment and Restatement; No Novation . The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall be effective on the Effective Date. All obligations and rights of the Loan Parties, the Administrative Agent, the Issuing Lenders and the Lenders arising out of or relating to the period commencing on the Effective Date shall be governed by the terms and provisions of this Agreement; the obligations and rights of the Loan Parties, the Administrative Agent and the Lenders during the period prior to the Effective Date shall continue to be governed by the Existing Credit Agreement without giving effect to the amendment and restatement provided for herein. This Agreement shall not constitute a novation or termination of the Loan Parties’ obligations under the Existing Credit Agreement or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Loan Parties under such documents, notes and agreements, and the Loan Parties hereby reaffirm all such obligations and covenants, as amended and restated hereby.

This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the “Obligations” pursuant to the Existing Loan Documents, the Administrative Agent’s Liens pursuant to the Existing Loan Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the other Existing Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by another Loan Document. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any other Loan Party from any of its obligations or liabilities as “Borrower”, a “Guarantor” or a “Loan Party” under the Existing Credit Agreement or any other Existing Loan Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to the Administrative Agent for the benefit of the Lenders, or to grant to Administrative Agent for the benefit of the Lender Parties a Lien on any collateral as security for the “Obligations” from time to time existing in respect of the Existing Credit Agreement and the other Existing Loan Documents, such Lien is hereby ratified and confirmed in all respects and continues in full force and effect to secure the Obligations hereunder and under the other Loan Documents. Each Loan Party hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Administrative Agent in the Administrative Agent’s reasonable discretion, to ensure that the Administrative Agent’s Liens pursuant to the Existing Loan Documents continue to secure the Obligations under this Agreement and under the other Loan Documents.

SECTION 12.23 Secured Bank Products and Secured Rate Protection Agreements . No Lender Party (other than the Administrative Agent) that obtains the benefit of the Guaranty or of any security interest in any of the Collateral shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (including the release, impairment or modification of any Obligations or security therefor) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. No provider of any Secured Bank Product or Rate Protection Agreement shall have any voting rights hereunder or under any other Loan Document in its capacity as the provider of such Rate Protection Agreement or Secured Bank Product. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other reasonably satisfactory arrangements have been made with respect to, the Obligations arising with respect to Secured Bank Products and Rate Protection Agreements with Lender Parties to the extent the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Lender (or its Affiliate). Each Lender Party not a party to this Agreement that obtains the benefit of this Agreement or any other Loan Document shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of this Agreement, and acknowledges and agrees that the Administrative Agent is and shall be entitled to all the rights, benefits and immunities conferred under this Agreement with respect to each such Lender Party.

SECTION 12.24 Effective Date Assignment . On the Amendment Effective Date, AgSouth will assign all of its Loans and Commitments in accordance with Schedule II , which describes the Loans and Commitments both before and after giving effect to such assignments.

SECTION 12.25 Acknowledgment and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

[Remainder Intentionally Left Blank]

SCHEDULE B

Schedules to Credit Agreement

SCHEDULE C

Exhibits to Credit Agreement

[attached]

FINAL FORM

Exhibit A-1

FORM OF [AMENDED AND RESTATED] TERM A-1 LOAN NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-1 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-1 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. [ This Term A-1 Loan Note amends and restates in its entirety that certain Term Note, dated as of December 23, 2014 (the “ Original Note ”), by the Borrower in favor of the Lender). ]

The Borrower also promises to pay interest on the unpaid principal amount of this Term A-1 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

Payments of both principal and interest are to be made without set-off or counterclaim in Dollars in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Term A-1 Loan Note is one of the Term A-1 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term A-1 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-1 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

[The amendment and restatement of the Original Note by this Term A-1 Loan Note shall be effective on the date hereof. All obligations and rights of the Borrower and the Lender arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Term A-1 Loan Note; the obligations and rights of the Borrower and the Lender during the period prior to the date hereof shall continue to be governed by the Original Note without giving effect to the amendment and restatement provided for herein. This Term A-1 Loan Note shall not constitute a novation or termination of the Borrower’s obligations under the Original Note or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Borrower under such documents, notes and agreements, and the Borrower hereby reaffirms all such obligations and covenants, as amended and restated hereby. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect.]

THIS TERM A-1 LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit A-2

FORM OF TERM A-2 LOAN NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-2 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-2 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of this Term A-2 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Term A-2 Loan Note is one of the Term A-2 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term A-2 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-2 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS TERM A-2 LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit A-3

FORM OF TERM A-3 LOAN NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-3 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-3 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of this Term A-3 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Term A-3 Loan Note is one of the Term A-3 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term A-3 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-3 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS TERM A-3 LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

[Agreement Regarding Amendments and Term A-4 Loan Credit Facility]

Exhibit A-4

FORM OF TERM A-4 LOAN NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-4 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-4 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of this Term A-4 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Term A-4 Loan Note is one of the Term A-4 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term A-4 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-4 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

40835832.4

THIS TERM A-4 LOAN NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

40835832.4

Exhibit A-5

FORM OF [SECOND][FOURTH][AMENDED AND RESTATED] REVOLVING NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Revolving Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Revolving Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. [ This Revolving Note amends and restates in its entirety that certain [Third] Amended and Restated Revolving Note, dated as of December 23, 2014 (the “ Original Note ”), by the Borrower in favor of the Lender). ]

The Borrower also promises to pay interest on the unpaid principal amount of this Revolving Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Revolving Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Revolving Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

[The amendment and restatement of the Original Note by this Revolving Note shall be effective on the date hereof. All obligations and rights of the Borrower and the Lender arising out of or relating to the period commencing on the date hereof shall be governed by the terms

40835832.4

and provisions of this Revolving Note; the obligations and rights of the Borrower and the Lender during the period prior to the date hereof shall continue to be governed by the Original Note without giving effect to the amendment and restatement provided for herein. This Revolving Note shall not constitute a novation or termination of the Borrower’s obligations under the Original Note or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Borrower under such documents, notes and agreements, and the Borrower hereby reaffirms all such obligations and covenants, as amended and restated hereby. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect.]

THIS REVOLVING NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit A-6

FORM OF [SECOND AMENDED AND RESTATED] SWINGLINE NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Swingline Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Swingline Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. [ This Swingline Note amends and restates in its entirety that certain Amended and Restated Swingline Note, dated as of December 23, 2014 (the “ Original Note ”), by the Borrower in favor of the Lender). ]

The Borrower also promises to pay interest on the unpaid principal amount of this Swingline Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Swingline Note is the Swingline Note referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Swingline Note and for a statement of the terms and conditions on which the Borrowers are permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Swingline Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

[The amendment and restatement of the Original Note by this Swingline Note shall be effective on the date hereof. All obligations and rights of the Borrower and the Lender arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Swingline Note; the obligations and rights of the Borrower and the Lender during the period prior to the date hereof shall continue to be governed by the Original Note without giving effect to the amendment and restatement provided for herein. This Swingline Note shall not constitute a novation or termination of the Borrower’s obligations under the Original Note or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Borrower under such documents, notes and agreements, and the Borrower hereby reaffirms all such obligations and covenants, as amended and restated hereby. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect.]

THIS SWINGLINE NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit A-7

FORM OF [FOURTH AMENDED AND RESTATED] MULTI-DRAW TERM NOTE

$_________ _______ __, 20__

FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), unconditionally promises to pay to the order of ___________ (the “ Lender ”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Multi Draw Term Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Multi-Draw Term Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. [ This Multi-Draw Term Note amends and restates in its entirety that certain Third Amended and Restated Multi-Draw Term Note, dated as of December 11, 2015 (the “ Original Note ”), by the Borrower in favor of the Lender). ]

The Borrower also promises to pay interest on the unpaid principal amount of this Multi-Draw Term Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement.

This Multi-Draw Term Note is one of the Multi-Draw Term Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Multi-Draw Term Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Multi-Draw Term Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

[The amendment and restatement of the Original Note by this Multi-Draw Term Note shall be effective on the date hereof. All obligations and rights of the Borrower and the Lender arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Multi-Draw Term Note; the obligations and rights of the Borrower and the Lender during the period prior to the date hereof shall continue to be governed by the Original Note without giving effect to the amendment and restatement provided for herein. This Multi-Draw Term Note shall not constitute a novation or termination of the Borrower’s obligations under the Original Note or any document, note or agreement executed or delivered in connection therewith, but shall constitute an amendment and restatement of the obligations and covenants of the Borrower under such documents, notes and agreements, and the Borrower hereby reaffirms all such obligations and covenants, as amended and restated hereby. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Loan Documents shall continue in full force and effect.]

THIS MULTI-DRAW TERM NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit B-1

FORM OF BORROWING REQUEST

CoBank, ACB, as Administrative Agent

6340 S. Fiddlers Green Circle

Greenwood Village, Colorado 80111

Attention: Credit Information Services

Fax: (303) 224-6101

E-mail: CIServices@cobank.com; zcarpenter@cobank.com

CATCHMARK TIMBER OPERATING PARTNERSHIP L.P.

Ladies and Gentlemen:

This Borrowing Request is delivered to you pursuant to Section 5.3.2 of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various lending institutions as are, or may from time to time become, parties thereto (collectively, the “ Lenders ”) and, CoBank, ACB as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby requests a Borrowing of a [Term A-2 Loan and Term A-3 Loan][Term A-4 Loan][Revolving Loan][Swingline Loan][Multi-Draw Term Loan] in the principal amount of $_________ on ______ __, 20__, as a [Base Rate Loan][LIBOR Loan having an Interest Period of [one] [two] [three] month(s)].

[In connection with this Borrowing Request for the Term A-2 Loan and Term A-3 Loan, the Borrower hereby certifies that the proceeds of such Term A-2 Loan and Term A-3 Loan are being applied to refinance the outstanding balance of the “Multi-Draw Term Loans” under and as defined in the Existing Credit Agreement concurrent with the effectiveness of the Credit Agreement.]

[In connection with this Borrowing Request for the Term A-4 Loan, the Borrower hereby certifies that the proceeds of such Term A-4 Loan are being applied solely to refinance a portion of the outstanding balance of the Multi-Draw Term Loan Facility outstanding prior to the Amendment Effective Date.]

[In connection with this Borrowing Request for a [Revolving Loan][Swingline Loan], the Borrower hereby certifies that the proceeds of such [Revolving Loan][Swingline Loan] are being applied [to general working capital][to repay a Swingline Loan] [to reimburse payments of drafts under Letters of Credit (Revolver) for the account of a [________] [in connection with the acquisition of any Real Property][for other general corporate purposes (other than in connection with an acquisition of JV Real Property)]] [to fund cash earnest money deposits in connection with the acquisition of any additional Real Property] [to fund a Revolver Real Property Acquisition Loan in the amount of $[________]] [for other general corporate purposes]].

[In connection with this Borrowing Request for a Multi-Draw Term Loan, the Borrower hereby certifies that the proceeds of such Multi-Draw Term Loan are being applied [[to reimburse payments of drafts under Letters of Credit (MDT) for the account of [________][to fund cash earnest money deposits made by a Loan Party] in connection with [the proposed acquisition of any additional Real Property][JV Real Property][Investment in any proposed [Permitted Joint Venture][Permitted JV Investment Subsidiary] [to finance acquisitions by a Subsidiary Guarantor of [additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket transaction costs and expenses related thereto) that will not be designated Unsecured Real Property][additional Real Property (along with actual and reasonably estimated reasonable fees and out-of-pocket transaction costs and expenses related thereto) that will be designated Unsecured Real Property][to refinance Revolver Real Property Acquisition Loans in the amount of $[_________][to reimburse any Subsidiary Guarantor for any Equity Funded Acquisition][to reimburse or finance a Financed Equity Repurchase in the amount of $________] [to finance any acquisition or Investment permitted pursuant to Section 7.2.5(a)(vii) or Section 7.2.8(g) of the Credit Agreement].

[In connection with this Borrowing Request for a [Term A-2 Loan and Term A-3 Loan][Term A-4 Loan][Revolving Loan][Multi-Draw Term Loan], the Borrower is delivering concurrent with this request a[n] [Escrow Deposit Certificate][Permitted Joint Venture Investment Certificate] [and a] [Compliance Certificate].]

The Borrower hereby acknowledges that the delivery of this Borrowing Request and the acceptance by the Borrower of the proceeds of the [Term A-2 Loan and Term A-3 Loan][Term A-4 Loan][Revolving Loan][Swingline Loan][Multi-Draw Term Loan] requested hereby constitute a representation and warranty by the Borrower that, on the date of such [Term A-2 Loan and Term A-3 Loan][Term A-4 Loan][Revolving Loan][Swingline Loan] [Multi-Draw Term Loan] Borrowing, and before and after giving effect thereto and to the application of the proceeds therefrom, all statements set forth in Section 5.3.1 of the Credit Agreement are true and correct and all conditions precedent set forth in Section [5.1][5.2.1][5.2.2][5.2.3][5.2.4][5.2.5][and] 5.3 have been satisfied.

The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter certified to by it herein will not be true and correct at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the Borrowing requested hereby the Administrative Agent shall have received written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct as of the date such Borrowing is made as if then made.

[Please wire transfer the proceeds of the Borrowing as we have specified to you in writing.] [Please wire transfer the proceeds of the Borrowing to the accounts of the following Persons at the financial institutions indicated below:



Amount to be Transferred	Name of Person to be Paid	Account No.	Name, Address, etc. of Transferee Lender

$			Attention:

$			Attention:

Balance of such proceeds	The Borrower		Attention:

The Borrower has caused this Borrowing Request to be executed and delivered, and the certification and warranties contained herein to be made, by their duly Authorized Officers this ______ day of ____________, 20__.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit B-2

FORM OF CONTINUATION/CONVERSION NOTICE

CoBank, ACB, as Administrative Agent

6340 S. Fiddlers Green Circle

Greenwood Village, Colorado 80111

Attention: Credit Information Services

Fax: (303) 224-6101

E-mail: CIServices@cobank.com; zcarpenter@cobank.com

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

Ladies and Gentlemen:

This Notice is delivered to you pursuant to Section 2.3 of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various lending institutions as are, or may from time to time become, parties thereto (collectively, the “ Lenders ”) and, CoBank, ACB as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

Request For Continuation :

The Borrower hereby requests that the interest rate option(s) applicable to the following [Term A-1][Term A-2][Term A-3][Term A-4][Revolving][Multi-Draw Term] Loan(s) be continued as indicated:

Upon expiration of its current Interest Period, continue the [Term A-1][Term A-2][Term A-3][Term A-4][Revolving][Multi-Draw Term] LIBOR Loan in the principal amount of $____________, the current Interest Period for which expires on [insert date] _______, for a new Interest Period of [check one] :

__1 month __2 months __3 months.

Request for Conversion :

The Borrower hereby requests that the following [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] Loan(s) be converted to new interest rate option(s) as indicated:

Description of [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] Loan(s) to be Converted [check one] :


___	On [insert date] _________, convert $________________ of the [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] Base Rate Loans.


___	Upon expiration of its current Interest Period, convert the [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] LIBOR Loan in the principal amount of $_______________, the Interest Period for which expires on [insert date] : __________________

Description of New [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] Loan(s) [check all applicable] :


___	to a [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] LIBOR Loan in the principal amount of $___________________, for an Interest Period of [check one] :

__1 month __2 months __3 months.


___	to a [Term A-1][Term A-2][Term A-3][Term A-4][Revolving] [Multi-Draw Term] Base Rate Loan in the principal amount of $___________________.

The Borrower hereby (a) certifies and warrants that [no Event of Default has occurred and is continuing] and (b) agrees that if prior to the time of the continuation and/or conversion requested hereby any matter certified to by them herein will not be true and correct at such time as if then made, they will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the continuation and/or conversion requested hereby the Administrative Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed to be certified at the date of such continuation as if then made.

The Borrower has caused this Notice to be executed and delivered, and the certification and warranties contained herein to be made, by their Authorized Officers this __ day of __________, 20__.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Exhibit C

FORM OF ASSIGNMENT AND ASSUMPTION

This ASSIGNMENT AND ASSUMPTION (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, the “Credit Agreement”), by and among CatchMark Timber Operating Partnership, L.P., as the Borrower, the other Loan Parties party thereto from time to time as Guarantors, certain financial institutions as Lenders and CoBank, ACB, as Administrative Agent, Swingline Lender and Issuing Lender , receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. [Attached hereto is a completed Administrative Questionnaire.]

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective Commitments identified below, and (ii) to the extent permitted to be assigned under the Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. Assignor[s]: ________________________________

______________________________

[Assignor [is] [is not] a Defaulting Lender]


2.	Assignee[s]: ______________________________

______________________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [ identify Lender ]


3.	Borrower: CatchMark Timber Operating Partnership, L.P.


4.	Administrative Agent: CoBank, ACB, as the Administrative Agent under the Credit Agreement


5.	Credit Agreement: The $643,618,604 Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 by and among CatchMark Timber Operating Partnership, L.P., as the Borrower, the other Loan Parties party thereto from time to time as Guarantors, CoBank ACB, as Administrative Agent, Swingline Lender and an Issuing Lender, and certain financial institutions, as the Lenders


6.	Assigned Interest[s]:



Assignor[s]	Assignee[s]	Commitment Assigned	Aggregate Amount of Commitment/ Loans for all Lenders	Amount of Commitment/ Loans Assigned ⁸	Percentage Assigned of Commitment/ Loans
SECTION 1.	SECTION 2.	SECTION 3.	$	$	%
SECTION 4.	SECTION 5.	SECTION 6.	$	$	%
SECTION 7.	SECTION 8.	SECTION 9.	$	$	%

[7. Trade Date: ______________]

[Signatures Commence on Following Page]

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]

[NAME OF ASSIGNOR]

By:______________________________

Title:

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE[S]

[NAME OF ASSIGNEE]

By:______________________________

Title:

[NAME OF ASSIGNEE]

By:______________________________

Title:

[Consented to and] Accepted:

CoBank, ACB, as

Administrative Agent

By: _________________________________

Title:

[Consented to:

[NAME OF RELEVANT PARTY]

By: ________________________________

Title: ______________________________]

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties .

1.1 Assignor[s] . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee[s] . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.11(b)(i)-(vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.11(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.1.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption . This Assignment and Assumption and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction.

Exhibit D

FORM OF CLOSING DATE CERTIFICATE

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

This Closing Date Certificate (this “ Certificate ”) is delivered pursuant to Section 5.1.12 of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings ascribed thereto in the Credit Agreement.

The undersigned duly elected and acting Financial Officer, hereby certifies, represents and warrants, solely in his capacity as an officer of the Borrower and not in his individual capacity, as of the date hereof, as follows:

1. Authority . Such Financial Officer is authorized and empowered to execute and deliver this Certificate for and on behalf of the Borrower on whose behalf it is acting as a Financial Officer.

2. Material Governmental Approvals . There are no Material Governmental Approvals required (i) in connection with the execution, delivery or performance by any of the Loan Parties of any of the Material Agreements, (ii) to own, operate or lease the Real Property, or (iii) to operate the business of any Loan Party or any Subsidiary of any Loan Party in the ordinary course (including with respect to activities related to Timber harvesting, building, zoning, sub-division, wildlife protection, mining, drilling, extraction or reclamation with respect to the Real Property referred to in the Material Agreements). No Loan Party or Subsidiary of any Loan Party has failed to obtain any Material Governmental Approval or is in violation of any Material Governmental Approval.

3. Other Approvals . There are no relevant Governmental Approvals required with respect to any of the transactions contemplated by the Loan Documents. There are no required consents or approvals of any Person necessary to effect the transactions contemplated by the Loan Documents or the Material Agreements.

4. Material Agreements . All Material Agreements are listed on Annex I hereto and true, correct and complete copies were delivered to the Administrative Agent prior to the date hereof. The copies of such agreements delivered to the Administrative Agent remain true and correct in all material respects.

5. Appraisal . A true and correct copy of the appraisals or appraisal updates of the Real Property conducted by Sizemore and Sizemore, Inc. that are required to be delivered pursuant to Section 5.1.16(b)(i) of the Credit Agreement has been delivered to the Administrative Agent prior to the date hereof.

6. Pro Forma Financial Projections . A true and correct copy of the pro forma financial projections for CatchMark Timber and its Subsidiaries for the 24-month period ending December 31, 2019, that are required to be delivered pursuant to Section 5.1.20(b) of the Credit Agreement, was delivered to the Administrative Agent.

• 7. Audit . A true and correct copy of the annual audit report for the Fiscal Year ended December 31, 2016 that is required to be delivered pursuant to Section 5.1.20(a) of the Credit Agreement was delivered to the Administrative Agent.

• 8. Representations and Warranties . All of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects, provided that such representations and warranties (i) that relate solely to an earlier date are true and correct as of such earlier date and (ii) are true and correct in all respects if they are qualified by a materiality standard.

• 9. No Default . No Default or Event of Default has occurred and is continuing or will result after giving effect to the transactions on the Effective Date.

• 10. Insurance . The Loan Parties currently maintain the insurance coverage required to be maintained pursuant to Section 7.1.4 of the Credit Agreement.

• 11. Accounts . The Loan Parties have directed that all amounts payable to them from their account debtors and other Persons be deposited in or credited to a Pledged Account. Each of the Material Accounts of the Loan Parties is a Pledged Account. The CatchMark TRS Subsidiary Account has been established and is being maintained by CatchMark TRS Subsidiary, proper notice of the same has been provided to the parties to the Fiber Supply Agreement, and all amounts payable to CatchMark TRS Subsidiary under the Fiber Supply Agreement are being deposited in or credited to the CatchMark TRS Subsidiary Account. The Revenue Account has been established and is being maintained by Timberlands II, proper notice of the same has been provided to the parties to the Master Stumpage Agreement, and all amounts payable to CatchMark TRS Subsidiary or Timberlands II under the Master Stumpage Agreement are being deposited in or credited to the Revenue Account.

• 12. Indebtedness . All Indebtedness of the Loan Parties has been fully paid, satisfied and discharged (other than Indebtedness permitted under Section 7.2.2 ) and all Liens in respect of any such Indebtedness have been terminated.

IN WITNESS WHEREOF , the undersigned has executed this certificate in his aforesaid capacity as of the date first set forth above.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

Annex I

MATERIAL AGREEMENTS

Exhibit E

FORM OF COMPLIANCE CERTIFICATE

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

This Compliance Certificate is delivered by a Financial Officer of the Borrower pursuant to [ Section 2.1.1(b)(iv) ][ Section 5.1.24 ][ Section 5.3.3 ][ Section 7.1.1(c)] [Section [__]] of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings ascribed thereto in the Credit Agreement.

The undersigned duly elected Financial Officer of the Borrower, hereby certifies and warrants, solely in his capacity as an officer of the Borrower and not in his individual capacity, that as of __________________,

[(a) Attached hereto as Attachment A are the [audited/unaudited] [annual/quarterly] [ consolidated/consolidating ] financial statements as required by Section 7.1.1 [(a)/(b)] of the Credit Agreement, for the Fiscal [Year/Quarter] ended ______________, 20__. Such financial statements (other than any pro forma balance sheets or financial statements) were prepared in accordance with GAAP consistently applied (except as expressly provided in the Credit Agreement), and fairly present the financial position of CatchMark Timber and its Subsidiaries and Consolidated Permitted Joint Ventures [, and each Permitted Joint Venture and its consolidated Subsidiaries, respectively,] during the periods covered thereby and as of the dates thereof.]

(b) I have reviewed the activities of the Loan Parties and their Subsidiaries, and consulted with appropriate representatives of the Loan Parties and their Subsidiaries during the Fiscal [Year/Quarter] ended ______________, 20__ and reviewed the Credit Agreement and the other Loan Documents. As of the date of this Compliance Certificate, (i) [before and after giving Pro Forma Effect to [____________], the] [the] Loan Parties are in compliance with the covenants set forth in Section 7.2.4 of the Credit Agreement, and (ii) no Default or Event of Default has occurred and is continuing, [except as disclosed on Attachment B hereto].

• (c)


•	[Applicable on Effective Date]

• [ Fixed Charge Coverage Ratio . The Fixed Charge Coverage Ratio was ___:1.00, as computed on Attachment C hereto, pursuant to Section 5.1.24 of the Credit Agreement.


•	Minimum Liquidity Balance . The Minimum Liquidity Balance is $_______________, as computed on Attachment D hereto, pursuant to Section 5.1.24 of the Credit Agreement.


•	Loan to Value Ratio . The Loan to Value Ratio was __%, as computed on Attachment E hereto, pursuant to Section 5.1.24 of the Credit Agreement. Based on the calculation of the Loan to Value Ratio set forth on Attachment E , on the Effective Date, the Applicable Margin shall be [____].]

[Applicable for Borrowings over $30,000,000]

• [ Fixed Charge Coverage Ratio . After giving Pro Forma Effect to such Borrowing, the Fixed Charge Coverage Ratio was ___:1.00, as computed on Attachment C hereto, [satisfying][not satisfying] Section 7.2.4(b) of the Credit Agreement, which requires that the Fixed Charge Coverage Ratio not be less than 1.05:1.00 at any time.


•	Minimum Liquidity Balance . After giving effect to such Borrowing, the Minimum Liquidity Balance is $_______________, as computed on Attachment D hereto, [satisfying][not satisfying] Section 7.2.4(a) of the Credit Agreement, which requires that the Minimum Liquidity Balance not be less than $25,000,000 at any time.

•

Loan to Value Ratio . After giving Pro Forma Effect to such Borrowing, t he Loan to Value Ratio was __%, as computed on Attachment E hereto, [satisfying][not satisfying] Section 7.2.4(c) of the Credit Agreement, which requires that the Loan to Value Ratio not exceed [45][50]%. [Based on the calculation of the Loan to Value Ratio set forth on Attachment E , on [insert Adjustment Date], the Applicable Margin shall [be increased to [____][be decreased to [_____] ^[1] ][remain unchanged].]

[Applicable for Quarterly and Annual Financial Compliance]

• Fixed Charge Coverage Ratio . The Fixed Charge Coverage Ratio was ___:1.00, as computed on Attachment C hereto, [satisfying][not satisfying] Section 7.2.4(b) of the Credit Agreement, which requires that the Fixed Charge Coverage Ratio not be less than 1.05:1.00 at any time.

• Minimum Liquidity Balance . The Minimum Liquidity Balance is $_______________, as computed on Attachment D hereto, [satisfying][not satisfying] Section 7.2.4(a) of the Credit Agreement, which requires that the Minimum Liquidity Balance not be less than $25,000,000 at any time.

• Loan to Value Ratio . The Loan to Value Ratio was __%, as computed on Attachment E hereto , [satisfying][not satisfying] Section 7.2.4(c) of the Credit Agreement, which requires that the Loan to Value Ratio not exceed [45][50]%. Based on the calculation of the Loan to Value Ratio set forth on Attachment [__] , on the [insert Adjustment Date], the Applicable Margin shall [be increased to [____][be decreased to [_____]] ^[1] [remain unchanged].

[Applicable for all other instances in which a Compliance Certificate is required to be delivered, including without limitation, pursuant to Sections 7.2.5(a)(vii)(B) and 7.2.9 of the Credit Agreement]

• [ Fixed Charge Coverage Ratio . After giving Pro Forma Effect to [___________________], the Fixed Charge Coverage Ratio was ___:1.00, as computed on Attachment C hereto, [satisfying][not satisfying] Section [_____] and Section 7.2.4(b) of the Credit Agreement, which require that the Fixed Charge Coverage Ratio not be less than 1.05:1.00 at any time.


•	Minimum Liquidity Balance . After giving effect to [___________________] , the Minimum Liquidity Balance is $_______________, as computed on Attachment D hereto, [satisfying][not satisfying] Section [_____] and Section 7.2.4(a) of the Credit Agreement, which require that the Minimum Liquidity Balance not be less than $25,000,000 at any time.

Loan to Value Ratio . After giving Pro Forma Effect to [___________________] , the Loan to Value Ratio was __%, as computed on Attachment E hereto[, [satisfying][not satisfying] Section [_____] and Section 7.2.4(c) of the Credit Agreement, which require that the Loan to Value Ratio not exceed [45][50]%][, and, [satisfying][not satisfying] Section [_____] of the Credit Agreement, which requires that the Loan to Value Ratio not exceed [__%].]

(e) the Aggregate Modified Permitted JV Value of the Timberlands is $[________________], as computed on Attachment H hereto.

(f) Except as set forth on Attachment I , the representations and warranties set forth in the Permitted Joint Venture Investment Certificate with respect to each Permitted Joint Venture that was delivered to the Administrative Agent on or before the date hereof remain true, complete, and correct in all material respects with the same effect as if then made, provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard.

Request for Applicable Margin Change

(check box if being requested)

[___] As a result of the Loan to Value Ratio being [_____] (as set forth on Attachment E hereto), the Borrower hereby requests that the Applicable Margins be recomputed as of [ insert Adjustment Date ] based upon the reduced level indicated below:



Level Warranted ( check one)	Loan to Value Ratio	Applicable Margin for Base Rate for Revolving Loans	Applicable Margin for LIBOR Rate for Revolving Loans and Letter of Credit Fee	Applicable Margin for Base Rate for Multi-Draw Term Credit Facilities	Applicable Margin for LIBOR Rate for Multi-Draw Term Credit Facility	Unused Commitment Fee
Level IV [__]	> 45%	1.20%	2.20%	1.20%	2.20%	0.35%
Level III [__]	< 45% >40%	0.90%	1.90%	0.90%	1.90%	0.30%
Level II [__]	< 40% >30%	0.70%	1.70%	0.70%	1.70%	0.20%
Level I [__]	< 30%	0.50%	1.50%	0.50%	1.50%	0.15%



Level Warranted ( check one)	Loan to Value Ratio	Applicable Margin for Base Rate for Term A-1 Loan	Applicable Margin for LIBOR Rate for Term A-1 Loan	Applicable Margin for Base Rate for Term A-2 Loan	Applicable Margin for LIBOR Rate for Term A-2 Loan	Applicable Margin for Base Rate for Term A-3 Loan	Applicable Margin for LIBOR Rate for Term A-3 Loan	Applicable Margin for Base Rate for Term A-4 Loan	Applicable Margin for LIBOR Rate for Term A-4 Loan
Level IV [__]	> 45%	0.75%	1.75%	0.90%	1.90%	1.00%	2.00%	0.70%	1.70%
Level III [__]	< 45% >40%	0.75%	1.75%	0.90%	1.90%	1.00%	2.00%	0.70%	1.70%
Level II [__]	< 40% >30%	0.75%	1.75%	0.90%	1.90%	1.00%	2.00%	0.70%	1.70%
Level I [__]	< 30%	0.75%	1.75%	0.90%	1.90%	1.00%	2.00%	0.70%	1.70%

IN WITNESS WHEREOF , the undersigned has executed this Compliance Certificate in their aforesaid capacity as of the date first stated above.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title: Chief Financial Officer

ATTACHMENT A

FINANCIAL STATEMENTS

[Attached]

ATTACHMENT B

DEFAULTS OR EVENTS OF DEFAULT

ATTACHMENT C

FIXED CHARGE COVERAGE RATIO


A.	(1) Consolidated Adjusted EBITDA (See Attachment F ) $ _______


any dividend or distribution paid in cash by CatchMark Timber during such period	$ _______


(2)	((1) – (2)) $ _______


B.	Cash Interest Expense $_______

C. Fixed Charge Coverage Ratio :

The ratio of A(3) to B . ____:1.00

ATTACHMENT D

MINIMUM LIQUIDITY BALANCE


A. (1)	Available Revolving Facility Commitment as of

the date of determination provided that

Section 5.3.1 of the Credit Agreement is satisfied $ _______

(2) Sum of all unrestricted cash and unrestricted

Cash Equivalent Investments on deposit in or

credited to the Pledged Accounts on the determination

date $________

B. Minimum Liquidity Balance :

The sum of A(1) plus A(2) $_________

ATTACHMENT E

LOAN TO VALUE RATIO

A. (1) Outstanding principal amount of the Loans $ _______

(2) the Aggregate Letter of Credit (Revolver) Usage $________

(3) the Aggregate Letter of Credit (MDT) Usage $________

(4) ((1) + (2) +(3)) $ _______


B.	(1) The appraised value of the Real Property, as determined by the most recently delivered appraisals or appraisal updates, together with such adjustments in accordance with Sections 7.1.11(x) and (w) of the Credit Agreement $ _______

(2) Aggregate Modified Permitted JV Value of the Timberlands (See Attachment G ) $ _______

(3) A ny 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 $ _______

(4) ((1) + (2) + (3)) $ _______

C. Loan to Value Ratio :

The result of A(4) divided by B(4). ____%

ATTACHMENT F

Consolidated Adjusted EBITDA

A. 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) hereof; 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 ) of the Credit Agreement, 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) hereof); 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) hereof); 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 $ _______

ATTACHMENT G

MODIFIED PERMITTED JV VALUE OF THE TIMBERLANDS


A.	Equity Value of such Permitted Joint Venture (First-Tier) and its Subsidiaries on a consolidated basis: $ _______


B.	Permitted Joint Venture LTV of such Permitted Joint Venture (First-Tier)

and its Subsidiaries on a consolidated basis (Result of ((B)(1) +(B)(2) +(B)(3))

divided by (B)(4)) = _______%


(1)	all Indebtedness pursuant to clauses (a), (b), and (c) of the definition thereof of such Permitted Joint of such Permitted Joint Venture: $ _______


(2)	Without duplication, all Contingent Liabilities in respect of any of the Indebtedness described in (B)(1): $ _______


(3)	all delinquent income and other Taxes, assessments or charges imposed by any Governmental Authority upon it or upon its property: $ _______

(4) Permitted JV Value of the Timberlands: $________


C.	Percentage in below table corresponding to the Permitted Joint Venture

LTV calculated in (B) above = _______%



Permitted Joint Venture LTV	Percentage
Less than or equal to 35%	65%
Greater than 35% but less than 50%	35%
Greater than or equal to 50%	0%


D.	Modified Permitted JV Value of the Timberlands:


(A)	multiplied by (C) $_________

AGGREGATE MODIFIED PERMITTED JV VALUE OF THE TIMBERLANDS


A.	Modified Permitted JV Value of the Timberlands for all Permitted Joint Ventures

(1) [JOINT VENTURE 1] $________

(2) [JOINT VENTURE 2] $________


B.	Aggregate Modified Permitted JV Value of the Timberlands :

The sum of A(1) plus A(2) [ plus …] $ _______

Annex 1

Appraisal and Calculation of any Modifications

[Attached]

ATTACHMENT I

DISCLOSURES WITH RESPECT TO PERMITTED JOINT VENTURE INVESTMENT CERTIFICATES

Exhibit F

FORM OF LANDLORD ESTOPPEL CERTIFICATE

The undersigned Lessor hereby certifies to [INSERT NAME OF LANDHOLDER], a [STATE] [TYPE OF ENTITY] (“ Lessee ”) and CoBank, ACB, as Administrative Agent (in such capacity, and together with its successors and assigns, “ Administrative Agent ”) for certain lenders and other secured parties that:

(i) _________________________________ (“ Lessor ”) is the current lessor under that certain ______________________________ dated as of __________, _______ [describe lease and all amendments and assignments] (the “ Lease ”) with [LANDHOLDER], whereby Lessor sold and conveyed to Lessee the timber of every kind and species then lying, standing or growing on the lands herewith described and leased to Lessee being that certain real property owned by Lessor in ________ County, ____________ (the “ Leased Premises ”).

(ii) Lessee is the present lessee under the Lease;

(ii) Lessor is the fee simple owner of the Leased Premises;

(iii) Attached hereto as Exhibit A is a true, correct and complete copy of the Lease (including all amendments thereto) in effect by and between Lessor and Lessee;

(iv) The Lease is in full force and effect in accordance with its terms, and has not been modified or amended except as set forth in Exhibit A ;

(v) The present term of the Lease expires on _______________ and is subject to _______ renewal options each of (__) years in duration;

(vi) As of the dated indicated below, the current [monthly/annual rent] and other sums due to Lessor under the Lease is $_________, and all current [monthly/annual rent] has been paid to Lessor through and including the rental payment due _____________, 20__;

(vii) The current address for delivery of rental payments to Lessor is as follows:

_____________________________ _____________________________ _____________________________ _____________________________; and

the current address for delivery of any written notice to Lessor required under the Lease is as follows (if different from the above address from rental payments):

_____________________________ _____________________________ _____________________________ _____________________________;

(viii) Neither Lessee nor Lessor is in default under the Lease, nor has any event occurred which by the passage of time (subject to any notice provisions in the Lease) would result in a default by either Lessee or Lessor under the Lease;

(ix) Lessor shall provide notice of any default under the Lease to Administrative Agent (together with its successors and assigns, and any other holder of a mortgage thereon, individually and collectively, “ Mortgagee ”) and afford Mortgagee a reasonable time to cure same. For purposes of this Landlord Estoppel Certificate, notices shall be provided to Mortgagee by hand delivery, by overnight courier service, or by certified U.S. Mail, return receipt requested, to the following address (which may be amended by Mortgagee from time to time upon written notice to Lessor at the address in paragraph (vii) above:

CoBank, ACB, as Administrative Agent 6340 S. Fiddlers Green Circle Greenwood Village, Colorado 80111 Attn: Credit Information Services

Any default which is impossible for Mortgagee to cure (such as bankruptcy of Lessee) shall be waived as long as Mortgagee diligently proceeds to obtain possession of the Leased Premises and cures all other continuing defaults. However, if the Lease shall terminate for any reason (other than a termination as a result of the failure of Mortgagee to cure any default reasonably capable of being cured by Mortgagee as provided above), Lessor agrees upon Mortgagee’s request to enter into a new lease with Mortgagee as of the date of the termination on the same terms and priority as the Lease and for the remainder of the term;

(x) Lessor agrees that amendments of the Lease made without Mortgagee’s consent will not be binding on Mortgagee ; and

(xi) Lessor has the power and right to execute this Landlord Estoppel Certificate without obtaining the consent or approval of any other person or entity. The party executing this Landlord Estoppel Certificate on behalf of Lessor is duly authorized to act for and on behalf of Lessor.

Lessor acknowledges that Administrative Agent and the respective lenders for whom it is agent and its respective successors and/or assigns will rely on this Landlord Estoppel Certificate in connection with certain financing provided to Lessee and that Lessor will be estopped from raising any claim or term with respect to the Lease which is contrary to the certifications made by Lessor herein.

LESSOR:

__________________________

By: ______________________

Name: ____________________

Title: _____________________

Date: ____________, 20___

Exhibit G

FORM OF COLLATERAL ASSIGNMENT OF [_______________]

COLLATERAL ASSIGNMENT OF [_______________] , dated as of [__________] (as amended, restated or otherwise modified from time to time, this “ Agreement ”), among (i) [NAME OF ASSIGNING LOAN PARTY] , a [_______] [____________] (the “ Assignor ”), and (ii) COBANK, ACB , in its capacity as the administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties.

W I T N E S S E T H:

WHEREAS , the Assignor and [_______________] (the “ Counterparty ”) are parties to a certain [_______________] , dated as of [_______ __] , 20[__] (as amended, restated or otherwise modified from time to time, the “ Subject Agreement ”), pursuant to which [_______________________________________] ;

WHEREAS , pursuant to the Subject Agreement, the Counterparty has made certain representations, warranties and covenants in favor of the Assignor, and the Counterparty has agreed to indemnify the Assignor in certain respects;

WHEREAS , CatchMark Timber Operating Partnership, L.P. (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, various financial institutions (collectively, the “ Lenders ”) and the Administrative Agent are parties to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, restated, or otherwise modified from time to time, the “ Credit Agreement ”; capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement), pursuant to which the Lenders have extended certain financial accommodations to the Borrower; and

WHEREAS , it is a condition to the extension of certain additional financial accommodations to the Borrower that the Assignor collaterally assign to the Administrative Agent, for the benefit of itself and the other Lender Parties on a first priority perfected basis, all of the Assignor’s rights, benefits and remedies under the Subject Agreement;

NOW, THEREFORE , in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Assignor agrees as follows:

SECTION 10. Security for Obligations . As security for the payment and performance of all of the Obligations, the Assignor hereby collaterally assigns, transfers and grants to the Administrative Agent, for the benefit of itself and the other Lender Parties, a first priority perfected security interest in all of the Assignor’s respective rights and remedies with respect to the Subject Agreement, including (a) all right, title and interest in and to any and all sums due to the Assignor under the Subject Agreement and (b) all rights, benefits and remedies of the Assignor with respect to (i) any breach by the Counterparty of any of its representations, warranties and covenants under the Subject Agreement and (ii) any indemnification from the Counterparty arising under or pursuant to the Subject Agreement.

SECTION 11. Exercise of Rights . At any time other than during the existence of an Event of Default (insofar as the Assignor may have any right, benefit, privilege or claim against the Counterparty under the Subject Agreement (including rights, benefits and remedies with respect to indemnification), the Assignor will use prudent business judgment concerning the enforcement of such rights and benefits and, if in the exercise of such judgment, the Assignor determines to enforce such rights, benefits or remedies, the Assignor will enforce the same diligently and in good faith. [The Assignor agrees to cause the Counterparties to make all payments to be made under the Subject Agreement by means of electronic wire transfer directly to the ____________ Account (Account No. _________________ at [NAME OF BANK], or such other account as the Administrative Agent shall designate to the Assignor and the Counterparties as the _____________ Account).]

SECTION 12. Authorization of Administrative Agent . During the existence of an Event of Default, the Assignor hereby irrevocably authorizes and empowers the Administrative Agent or its agent, in the Administrative Agent’s sole discretion, to assert, either directly or on behalf of the Assignor any right, privilege or claim the Assignor may, from time to time have, against the Counterparty under the Subject Agreement, as the Administrative Agent may deem proper, and to receive and collect any and all damages, awards and other monies resulting therefrom and all other sums due from the Counterparty under the Subject Agreement and to apply the same on account of any of the Obligations as the Administrative Agent may determine. In no event, however, shall the Administrative Agent be obligated to assert any such right, privilege or claim of the Assignor or to collect any sums and the Administrative Agent’s failure to do so shall not give rise to any liability to the Assignor or any other Persons.

SECTION 13. Attorney-in-Fact . The Assignor hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as its true and lawful attorney (and agent-in-fact) for the purposes of enabling the Administrative Agent or its agent, upon the occurrence and during the continuance of any Event of Default, to assert and collect such rights, benefits, privileges, claims and sums (including (i) seeking, demanding and receiving payments due under the indemnities in the Subject Agreement and endorsing checks or other instruments or orders in connection therewith, (ii) giving acquittance for each and every payment due or to become due, under or arising out of any of such indemnities to which the Assignor is or may become entitled, (iii) enforcing compliance by the Counterparty and any other party obligated in respect of the Subject Agreement and (iv) filing claims, taking any action or instituting or appearing in any proceedings which the Administrative Agent may deem to be necessary or advisable in connection with the Subject Agreement) and to apply such monies in the manner set forth hereinabove. The power of attorney granted pursuant to this section is coupled with an interest.

SECTION 14. Information; Amendment . The Assignor shall keep the Administrative Agent fully informed of all circumstances bearing upon the rights, benefits and remedies and sums due under the Subject Agreement, and the Assignor shall not waive, amend, alter or modify any of its rights or remedies under the Subject Agreement without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. The Assignor shall, promptly after obtaining knowledge thereof, advise the Administrative Agent in writing of any default by the Counterparty or the Assignor in the observance or performance of any of the Counterparty’s or the Assignor’s respective obligations under the Subject Agreement.

SECTION 15. Continued Effectiveness . This Agreement shall continue to be effective until all of the Obligations have been paid in full in cash and performed in full and all Commitments have been irrevocably terminated.

SECTION 16. Applicable Law; Successors and Assigns . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE PARTIES THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

SECTION 17. Continuing Obligations . Notwithstanding the foregoing, the Assignor expressly acknowledges and agrees that it shall remain liable under the Subject Agreement to observe and perform all of the conditions and obligations therein contained to be observed and performed by it, and that neither this Agreement, nor any action taken pursuant hereto, shall cause the Administrative Agent to be under any obligation or liability in any respect whatsoever to any party to the Subject Agreement for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained unless expressly assumed by the Administrative Agent.

SECTION 18. Representations and Warranties . As a material inducement to the Administrative Agent and the Lenders to extend certain additional financial accommodations to the Borrower under the Credit Agreement, the Assignor makes the following representations and warranties:

• (a) Authorization . The execution, delivery and performance by the Assignor of this Agreement and the Subject Agreement have been duly authorized by all necessary action on the part of the Assignor and do not require any approval or consent of any other Person, except approvals or consents which have been duly obtained and are in full force and effect;

• (b) Execution and Delivery; Binding Agreement . This Agreement has been duly executed and delivered on behalf of the Assignor by the appropriate officer of the Assignor, and constitutes the valid and binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and subject to general equitable principles (regardless of whether considered in a proceeding in equity or at law); and

• (c) Subject Agreement . The Subject Agreement is in full force and effect in accordance with its terms, there are no defaults thereunder and the Assignor has not otherwise assigned, mortgaged, pledged, transferred or hypothecated the Assignor's right, title and interest in and to the Subject Agreement except as permitted under the Credit Agreement.

SECTION 19. General .

(a) Notices . All notices and other communications provided to any party hereto under this Agreement shall be in writing, shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, and addressed to such party as follows:


If to the Assignor:	c/o CatchMark Timber Trust, Inc.

5 Concourse Parkway, Suite 2325

Atlanta, GA 30328

Attention: Ursula Godoy-Arbelaez

Facsimile No.: (855) 865-8223

If to the


Administrative Agent:	CoBank, ACB as Administrative Agent

6340 S. Fiddlers Green Circle

Greenwood Village, Colorado 80111

Attention: Credit Information Services Telecopier No.: 303-224-6101

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

(b) Entire Agreement . This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

(c) Forum Selection and Consent to Jurisdiction . ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN AND IN THE COUNTY OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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

(e) Counterparts . This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by e-mail transmission of a PDF or similar copy shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart signature page to this letter by facsimile or by e-mail transmission shall also deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

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

(g) Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

(h) Amendment, Waiver . Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the parties hereto.

(i) Survival . All agreements, statements, representations and warranties made by the Assignor herein shall be considered to have been relied upon by the Administrative Agent and the Lender Parties and shall survive the execution and delivery of this Agreement.

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


•

IN WITNESS WHEREOF, this instrument has been duly executed and delivered, as of the [__] day of [___________], 20[__].

[NAME OF ASSIGNOR]

By:

Name:

Title:

COBANK, ACB , in its capacity as Administrative Agent

By:

Name:

Title:

CONSENT AND ESTOPPEL

The undersigned hereby consents to the terms of the Collateral Assignment of [_______________] (the “ Agreement ”; capitalized terms used in this Consent and not defined herein shall have the meanings given such terms in the Agreement), and agrees that the Administrative Agent shall have the right to assert and enforce any or all of the rights of the Assignor assigned thereunder in accordance with the terms and provisions of the Subject Agreement so collaterally assigned. The undersigned agrees and acknowledges that none of the Administrative Agent or any other Lender Party shall be deemed to have assumed any of the obligations or liabilities of the Assignor under the Subject Agreement by reason of such collateral assignment. The undersigned confirms that the Subject Agreement has not been modified and is in full force and effect, and to the knowledge of the undersigned no default exists under the Subject Agreement. [Each of the undersigned agrees to make all payments to be made by it under the Subject Agreement in the manner and to the account described in Section 2 of the Agreement.]



	[CONSENTING PARTY] By: Name: Title:

EXHIBIT H

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “ Joinder Agreement ”), dated as of _________, _______, is among __________________, a _______________ [corporation/limited liability company/partnership/other] (“ New Subsidiary ”), CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P. (the “ Borrower ”), each of the Loan Parties party hereto, and COBANK, ACB , as the Administrative Agent (the “ Administrative Agent ”) under that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 , among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the Administrative Agent, and the lenders party thereto from time to time (“ Lenders ”) (as amended, modified, extended or restated from time to time, the “ Credit Agreement ”). All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Credit Agreement.

The Borrower is required by Subsection 7.1.9 of the Credit Agreement to cause New Subsidiary to become a party to this Joinder Agreement. New Subsidiary will obtain benefits as a result of the continued extension of credit to the Borrower under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desires to execute and deliver this Joinder Agreement. Therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lenders to continue to extend credit to the Borrower under the Credit Agreement, each of New Subsidiary, the Borrower, the other Loan Parties and the Administrative Agent, for the benefit of itself and the Lender Parties, hereby acknowledge, agree and confirm as follows:

1. Joinder . New Subsidiary hereby agrees that effective on the date hereof it hereby is and shall be deemed to be, and assumes the obligations of, a “Loan Party,” “Subsidiary Guarantor” and “Guarantor” jointly and severally under and as defined in the Credit Agreement, an “Additional Grantor” and a “Grantor” jointly and severally under and as defined in each of the Security Agreement and the Pledge Agreement (collectively, the “ Security Documents ”), and a “Loan Party” jointly and severally under and as defined in each other Loan Document; and, as such, New Subsidiary hereby agrees that from the date hereof and until payment in full in cash of all Obligations and the performance of all other obligations of each of the Loan Parties under the Loan Documents, New Subsidiary shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, each of the Security Documents and each of the other Loan Documents jointly and severally with the other Loan Parties, Additional Grantors, and Grantors party thereto, as if New Subsidiary were an original party thereto. Without limiting the generality of the foregoing, New Subsidiary hereby represents and warrants that (i) each of the representations and warranties set forth in Article VI of the Credit Agreement, as modified by Schedule B hereto, applicable to New Subsidiary as a Loan Party or a Subsidiary of a Loan Party is true and correct in all material respects on and as of the date hereof ( provided that such representations and warranties are true and correct in all respects if they are qualified by a materiality standard in the Credit Agreement) , (ii) each of the representations and warranties set forth in Article III of the Security Agreement, as modified by Schedule C-1 hereto, applicable to New Subsidiary as an Additional Grantor, Grantor or Loan Party is true and correct in all material respects on and as of the date hereof ( provided that such representations and warranties are true and correct in all respects if they are qualified by a materiality standard in the Security Agreement) , (iii) each of the representations and warranties set forth in Article III of the Pledge Agreement, as modified by Schedule C-2 hereto, applicable to New Subsidiary as an Additional Grantor, Grantor or Loan Party is true and correct in all material respects on and as of the date hereof ( provided that such representations and warranties are true and correct in all respects if they are qualified by a materiality standard in the Pledge Agreement) and (iv) New Subsidiary has heretofore received a true and correct copy of the Credit Agreement, each of the Security Documents and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof.

2. Covenants . New Subsidiary covenants and agrees that, from the date hereof and until payment in full in cash of all Obligations and the performance of all other obligations of the Loan Parties under the Loan Documents, New Subsidiary will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Security Documents and the other Loan Documents that are required to be, or that any Loan Party has agreed to cause to be, performed or observed by the Loan Parties or the Subsidiaries of the Loan Parties, including, without limitation, the covenants set forth in Article VII of the Credit Agreement and the Events of Default set forth in Article VIII of the Credit Agreement.

3. Security Interest . New Subsidiary hereby collaterally assigns, mortgages and pledges to the Administrative Agent for its benefit and for the ratable benefit of the Lender Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Lender Parties, as collateral for the Secured Obligations (as defined in the Security Agreement), a pledge and assignment of, and a security interest in, all of the right, title and interest of New Subsidiary in and to New Subsidiary’s Collateral (as defined in the applicable Security Document), whether now owned or hereafter acquired, subject to all of the terms and provisions of each applicable Security Document.

4. Amendments to Schedules . Each of New Subsidiary and the other Loan Parties party hereto acknowledges and agrees that the information on the schedules to the Credit Agreement is hereby amended to provide the information shown on the attached Schedule B . Each of New Subsidiary and the other Loan Parties party hereto acknowledges and agrees that the information on the schedules to the Security Agreement are hereby amended to provide the information shown on the attached Schedule C-1 and the information on the schedules to the Pledge Agreement are hereby amended to provide the information shown on the attached Schedule C-2 . By its signature hereto, the Administrative Agent hereby accepts in its sole discretion pursuant to Section 11.1(a) of the Credit Agreement such supplements and updates to the schedules of the Credit Agreement, Security Agreement and Pledge Agreement.

5. Pledged Equity Interests . Each of New Subsidiary and the other Loan Parties party hereto acknowledges and confirms that the Pledged Equity Interests described in the attached Schedule C-2 are part of the Pledged Equity Interests within the meaning of the Pledge Agreement and are part of the Collateral and secure all of the Secured Obligations as provided in the Pledge Agreement.

6. Additional Joinder Documents . Pursuant to Section 7.1.9(d) of the Credit Agreement, on or before the date hereof, (i) the Administrative Agent shall receive counterparts to this Joinder Agreement duly executed and delivered on behalf of each existing Loan Party, New Subsidiary and the Administrative Agent and (ii) New Subsidiary hereby covenants and agrees to execute and/or deliver to the Administrative Agent each of the Joinder Documents listed on Schedule A hereto in form and substance acceptable to the Administrative Agent in its sole discretion.

7. Further Assurances. In furtherance of the foregoing, New Subsidiary and each other Loan Party shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Joinder Agreement.

8. Representations and Warranties of Loan Parties . In order to induce the Administrative Agent to enter into this Joinder Agreement, each Loan Party (including New Subsidiary) hereby jointly and severally (a) represents and warrants that as of the date hereof (i) the recitals set forth above are true and correct in all material respects, (ii) each of the representations and warranties of any Loan Party or any Subsidiary of any Loan Party contained in the Credit Agreement (as modified by this Joinder Agreement) and in the other Loan Documents (as modified by this Joinder Agreement) is true and correct in all material respects as if made on such date, provided that such representations and warranties (x) that relate solely to an earlier date shall be true and correct as of such earlier date and (y) shall be true and correct in all respects if they are qualified by a materiality standard, and (iii) no Default or Event of Default has occurred and is continuing, and (b) agrees that the incorrectness in any respect (or in any material respect if such representation or warranty is not by its terms already qualified as to materiality) of any representation and warranty contained in this Joinder Agreement shall constitute an immediate Event of Default.

9. Required Consents and Approvals . All consents and approvals required to be obtained in connection with the transactions contemplated by the Joinder Documents have been obtained from (1) all relevant Governmental Authorities and (2) any other Person whose consent or approval is necessary or the Administrative Agent has reasonably deemed appropriate to effect such transactions.

10. Additional Representations, Warranties and Covenants Regarding New Subsidiary . Each of New Subsidiary and the other Loan Parties party hereto represents and warrants that the New Subsidiary is and will continue to be a [QRS][TRS] Subsidiary, and shall be subject to the covenants set forth in Section 6.24.1 [(e)][(f)] of the Credit Agreement.

11. Reaffirmation . Each of the Borrower, New Subsidiary and the other Loan Parties confirms that all of its obligations under the Credit Agreement, the Notes and the other Loan Documents are, and upon New Subsidiary becoming a “Loan Party”, “Additional Grantor”, “Grantor”, “Subsidiary Guarantor” and “Guarantor” shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon New Subsidiary becoming a “Loan Party” under any Loan Document, the term “Obligations”, as used in the Credit Agreement and the other Loan Documents, shall include all obligations of New Subsidiary under the Credit Agreement, the Notes and under each other Loan Document.

12. Counterparts . This Joinder Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same agreement. Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

13. Interpretation . This Joinder Agreement shall be governed by and shall be construed and enforced in accordance with all provisions of the Credit Agreement.

14. Successors and Assigns . This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

15. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS JOINDER AGREEMENT OR ANY AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION HEREWITH.

[Remainder of page intentionally left blank. Signatures appear on following page.]

IN WITNESS WHEREOF, each of the Borrower, New Subsidiary, the other Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lender Parties, has caused this Joinder to be duly executed by its authorized officer as of the day and year first above written.

BORROWER:

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.

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

By: __________________________

Name:

Title:

[NEW SUBSIDIARY]

By:
Name:

Title:

OTHER LOAN PARTIES:

CATCHMARK TRS HARVESTING OPERATIONS, LLC


By:	FOREST RESOURCE CONSULTANTS, INC. , as Manager

By:
Name:
Title:

CATCHMARK TIMBER TRUST, INC.


By:	___________________________________

Name:

Title:

TIMBERLANDS II, LLC

By: CATCHMARK TIMBER OPERATING PARTNERSHIP, LP , as Manager

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

By: __________________________

Name:

Title:

CATCHMARK TIMBER TRS, INC.


By:	___________________________________

Name:

Title:

[Signatures continue on following page]

[Signatures continued from previous page]

CATCHMARK HBU, LLC

By: CATCHMARK TIMBER OPERATING

PARTNERSHIP, LP , as Manager

By: CATCHMARK TIMBER TRUST, INC .,

as General Partner

By: __________________________

Name:

Title:

CATCHMARK TEXAS TIMBERLANDS GP, LLC

By: TIMBERLANDS II, LLC , as Sole Member

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

By: CATCHMARK TIMBER TRUST, INC. , a Maryland corporation, as General Partner

By: __________________________

Name:

Title:

CATCHMARK TEXAS TIMBERLANDS, L.P.

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

By: TIMBERLANDS II, LLC , as Sole Member

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

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

By: __________________________

Name:

Title:

[Signatures continue on following page]

[Signatures continued from previous page]

CATCHMARK TRS INVESTMENTS, LLC


By:	CATCHMARK TIMBER TRS, INC. , as sole Member

By: ___________________________________

Name:

Title:

CATCHMARK TRS MANAGEMENT, LLC


By:	CATCHMARK TIMBER TRS, INC. , as sole Member

By: ___________________________________

Name:

Title:

CATCHMARK TRS HARVESTING OPERATIONS II, LLC

By: AMERICAN FOREST MANAGEMENT, INC. ,

as Manager

By:

Name:

Title:

CATCHMARK SOUTHERN HOLDINGS II GP, LLC

By: TIMBERLANDS II, LLC, as sole Member

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

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

By: _______________________________

Name:

Title:

[Signatures continue on following page]

[Signatures continued from previous page]

CATCHMARK SOUTHERN TIMBERLANDS II, L.P.

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

By: TIMBERLANDS II, LLC,

as sole Member

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

By: CATCHMARK TIMBER TRUST,

INC ., as General Partner

By: _____________________________

Name:

Title:

CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC

By: TIMBERLANDS II, LLC,

as sole Member

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

By: CATCHMARK TIMBER TRUST,

INC ., as General Partner

By: __________________________

Name:

Title:

CATCHMARK LP HOLDER, LLC

By: CATCHMARK TIMBER TRUST, INC ., as sole Member

By: ________________________________

Name:

Title:

CTT EMPLOYEE, LLC

By:

Name:

Title:

CREEK PINE HOLDINGS, LLC

By:

Name:

Title:

TRIPLE T GP, LLC

By:

Name:

Title:

CATCHMARK TRS CREEK MANAGEMENT, LLC

By:

Name:

Title:

[ADD SIGNATURE BLOCKS FOR ANY OTHER LOAN PARTIES EXISTING ON DATE OF JOINDER]

COBANK, ACB,

as the Administrative Agent

By:
Name:

Title:

SCHEDULE A

Joinder Documents

[Note: Items on Schedule A may be made post-closing or waived in the sole discretion of the Administrative Agent per Section 7.1.9 of the Credit Agreement and the definition of “Joinder Documents”]


1.	[Original certificates evidencing all of the issued and outstanding shares of capital stock and other Equity Interests of such Subsidiary 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;


2.	Any Real Property Documents or modifications to Real Property Documents requested by the Administrative Agent in its sole discretion;


3.	An Account Control Agreement for all deposit, securities or commodity accounts of such Person unless such account is an Excluded Account;


4.	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;


5.	a Solvency Certificate duly executed by an Authorized Officer of CatchMark Timber and Timberlands II;


6.	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:


a.	resolutions of its board of directors (or equivalent body) then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it;


b.	each Organizational Document of such Person; and


c.	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;


7.	Good standing certificates for each jurisdiction where the Collateral of such Person is located and each other jurisdiction where such Person is organized and authorized (or should be authorized under the Laws) to conduct business;


8.	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;


9.	Evidence of the insurance coverage required to be maintained pursuant to Section 7.1.4 of the Credit Agreement, which insurance shall be satisfactory to the Administrative Agent and shall be subject to satisfactory endorsements in favor of the Administrative Agent;

10.

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;

11.

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;


12.	Evidence satisfactory to the Administrative Agent of the filing (or delivery for filing) of appropriate trademark, copyright and patent security supplements with the United States Patent and Trademark Office and/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;


13.	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;


14.	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;


15.	All other reasonable requests of the Administrative Agent made with respect to such Person, Joinder Agreement or the transactions related thereto.]

SCHEDULE B

Supplements to Items of Schedule I of the Credit Agreement

SCHEDULE C-1

Updated Schedules to the Security Agreement

SCHEDULE C-2

Updated Schedules to the Pledge Agreement

EXHIBIT I

FORM OF PERMITTED JOINT VENTURE INVESTMENT CERTIFICATE

[NAME OF PERMITTED JOINT VENTURE]

[_______], 20__

This Permitted Joint Venture Investment Certificate (this “ Certificate ”) is delivered pursuant to Sections [5.2.3 ][,] 7.2.5(a)(vii) and 7.3.1 of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings ascribed thereto in the Credit Agreement.

The undersigned, a duly elected and acting Authorized Officer of the Borrower, hereby certifies, represents and warrants, solely in his capacity as an officer of the Borrower and not in his individual capacity, as of the date hereof, as follows:

[NAME OF PERMITTED JOINT VENTURE] (the “ Joint Venture ”) is Domestic

The Joint Venture’s primary business is and will at all times remain (prior to the dissolution and termination of the 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 the Joint Venture or by others pursuant to JV Timber rights granted by the 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.

The Loan Parties and their Subsidiaries do not own, directly or indirect, more than 50% of the Equity Interests of the Joint Venture on a fully diluted basis.

Attached hereto as Exhibit A is each Organizational Document of the Joint Venture.

The Joint Venture’s Organizational Documents comply with Section 7.3.10 .

The percentage and type of Equity Interests owned by [NAME OF LOAN PARTY INVESTOR] in the Joint Venture is attached hereto as Exhibit B .

[A true, complete and correct copy of the Investment Allocation Policy is attached hereto as Exhibit C . The Investment by [LOAN PARTY INVESTOR] in the Joint Venture (the “ JV Investment ”) is in compliance with the Investment Allocation Policy.]

[As evidenced by the calculations set forth on Exhibit D ,] after giving Pro Forma Effect to the JV Investment the Loan to Value Ratio does not exceed 45%.

No Default or Event of Default has occurred and is continuing or would be reasonably expected after giving Pro Forma Effect to such JV Investment.

All of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as if then made, provided that such representations and warranties (i) that relate solely to an earlier date are true and correct as of such earlier date and (ii) are true and correct in all respects if they are qualified by a materiality standard.

After giving effect to the JV Investment, the Equity Interests of the Joint Venture owned by [NAME OF THE LOAN PARTY INVESTOR] will be fully paid and non-assessable and will be owned by [NAME OF THE LOAN PARTY INVESTOR] and will be free and clear of all Liens other than the Lien in favor of the Administrative Agent pursuant to the Loan Documents.

None of [NAME OF THE LOAN PARTY INVESTOR], CatchMark Timber, the other Loan Parties or the Subsidiaries of the Loan Parties has created, incurred, assumed or suffered to exist or otherwise become liable in respect of any Indebtedness or Contingent Liability (including any capital calls or future obligations to make Investments) owed to or on behalf of the Joint Venture [other than [INSERT DESCRIPTION IF ANY]].

[As of the date hereof, [no][one or more] JV Credit Conditions have occurred and is continuing with respect to such Joint Venture. [Attached hereto as Exhibit [__] is the most recent appraisal of the JV Real Property [and [____]].]

Exhibit [__] sets forth a schedule of all Permitted Joint Ventures, updated to reflect the JV Investment.

The Joint Venture is not a named insured, additional insured or otherwise covered by any insurance policy of any Loan Party or any Subsidiary of any Loan Party.

The Joint Venture [will be][will not be] managed by a Loan Party or a Subsidiary of a Loan Party.

IN WITNESS WHEREOF , the undersigned has executed this Permitted Joint Venture Investment Certificate in their aforesaid capacity as of the date first stated above.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

EXHIBIT A

Organizational Documents of Joint Venture

[Attached]

EXHIBIT B

Loan Party’s Equity Ownership of Joint Venture

[Attached]

EXHIBIT C

Investment Allocation Policy

[Attached]

EXHIBIT D

Loan to Value Ratio Calculations

[Attached]

EXHIBIT [__]

Appraisal of the JV Real Property

[Attached]

EXHIBIT [__]

Schedule of all Permitted Joint Ventures

[Attached]

EXHIBIT J

FORM OF ESCROW DEPOSIT CERTIFICATE

This Escrow Deposit Certificate (this “ Certificate ”) is delivered pursuant to [ Section 5.2.4(a)] [Section 5.2.4(b) ] [Section 5.2.4(c) ][ Section 5.2.4(d) ] of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings ascribed thereto in the Credit Agreement.

The undersigned, a duly elected Authorized Officer of the Borrower, hereby certifies and warrants, solely in his capacity as an officer of the Borrower and not in his individual capacity, that as of the date hereof:

The Borrower has requested [a [Multi-Draw Term][Revolving] Loan Borrowing to fund cash earnest money deposits made by a Loan Party] [that an Issuing Lender [(MDT)][(Revolver)] issue a Letter of Credit [(MDT)][(Revolver)] for the account of [________] in connection with [a proposed acquisition of Real Property][a proposed acquisition of JV Real Property][a proposed Investment in a [Permitted Joint Venture][Permitted Joint Venture Investment Subsidiary] as described in the [Purchase and Sale Agreement] attached hereto as Exhibit A .


(A)	The amount of the [Multi-Draw Term][Revolving] Loan Borrowing][Letters of Credit [(MDT)][(Revolver)]] requested is $[________].


(B)	The amount of any other Credit Support provided with respect to such [acquisition][Investment] is $[______].


(C)	The Permitted Escrow Amount with respect to such [acquisition][Investment] is $[______].

The sum of (A) and (B) does not exceed (C).

After giving effect to such [Multi-Draw Term][Revolving] Loan Borrowing][Letters of Credit [(MDT)][(Revolver)]], the aggregate amount of all outstanding Credit Support made by or for the account of any Loan Party or any Shell Subsidiary (including any Permitted JV Investment Subsidiary) does not exceed $30,000,000.

After giving effect to such [Multi-Draw Term Loan Borrowing][Letters of Credit (MDT)], the outstanding Letter of Credit Usage for all Letters of Credit (MDT) ($[______]) plus all outstanding cash earnest money deposits made by any Loan Party in connection with the acquisition of Real Property, acquisition of JV Real Property, or Investment in any Permitted Joint Venture or Permitted Joint Venture Investment Subsidiary funded with Multi-Draw Term Loan proceeds ($[_____]) does not exceed $30,000,000.

[With regard to such Real Property, upon satisfaction of the deliveries described in Section 7.1.9 of the Credit Agreement, the proposed acquisition of such Real Property will be permitted pursuant to the terms and conditions of the Credit Agreement.]

[With regard to the proposed acquisition of JV Real Property by a Permitted Joint Venture, upon satisfaction of the deliveries described by Sections 7.1.9 , 7.2.5 , and 7.3.1 of the Credit Agreement, any Investment by any Loan Party corresponding to such proposed acquisition and such acquisition by such Permitted Joint Venture will be permitted pursuant to the terms and conditions of the Credit Agreement.]

No Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to such [Multi-Draw Term][Revolving] Loan Borrowing][Letters of Credit [(MDT)][(Revolver)]].

After giving Pro Forma Effect to [Multi-Draw Term][Revolving] Loan Borrowing][Letters of Credit [(MDT)][(Revolver)]], the Loan Parties are in compliance with the covenants set forth in Section 7.2.4 of the Credit Agreement.

[The Borrower hereby acknowledges that the delivery of this Escrow Deposit Certificate and the acceptance by the Borrower of the issuance of the Letter of Credit [(MDT)][(Revolver)] requested hereby constitute a representation and warranty by the Borrower that, on the date of issuance, and before and after giving effect thereto and to the application thereof, all statements set forth in Section 5.3.1 of the Credit Agreement are true and correct.

The Borrower agrees that if prior to the time of the issuance requested hereby any matter certified to by it herein will not be true and correct at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the issuance requested hereby the Administrative Agent shall have received written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct as of the date such issuance is made as if then made.]

IN WITNESS WHEREOF , the undersigned has executed this Escrow Deposit Certificate in their aforesaid capacity as of the date first stated above.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:

EXHIBIT A

[Purchase and Sale Agreement]

[Attached]

EXHIBIT K

FORM OF CERTIFICATE REGARDING SALE OF REAL PROPERTY

This Certificate Regarding Sale of Real Property (this “ Certificate ”) is delivered pursuant to Section 7.2.9(b) of the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions as are, or may from time to time become, parties hereto (collectively, the “ Lenders ”), and CoBank, ACB, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lender Parties. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings ascribed thereto in the Credit Agreement.

The [undersigned][below named], a duly elected Authorized Officer of the Borrower, hereby certifies and warrants, solely in his capacity as an officer of the Borrower and not in his individual capacity, that as of the date hereof:

• [LANDHOLDER] has agreed to sell [INSERT BRIEF DESCRIPTION OF SALE], which sale is anticipated to close on or about [______] (the “ Sale ”) pursuant to the [Purchase and Sale Agreement] attached hereto as Exhibit A .

The Sale is a [Normal Operating Real Property Disposition][Large Real Property Disposition].

As determined by the Borrower, the Sale is upon fair and reasonable arm’s length terms and conditions.

The Sale is being conducted pursuant to and in accordance with the applicable restrictions contained in any Material Agreement including, if applicable to such Real Property, the Master Stumpage Agreement, in each case, without giving effect to any waivers with respect to such restrictions that have not been approved by the Required Lenders.

[In the case of a Large Real Property Disposition, after giving Pro Forma Effect to the Sale, [as evidenced by the calculations set forth on Exhibit B ,] the Loan to Value Ratio does not exceed 45%.]

No Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to the Sale.

• At least 75% of the consideration received from the Sale is in the form of cash proceeds.

After giving Pro Forma Effect to the Sale, since the most recently delivered appraisal or appraisal update or report updating the Value of the Timberland pursuant to Section 7.1.11(w) or Section 7.1.11(x) , the consideration received from all sales of Real Property totals $[__________], which is [less than or equal to][greater than] 1.5% of the Value of the Timberlands.

[ Exhibit C sets forth an updated Value of the Timberlands after giving effect to the Sale.]

[Other information may be reasonably requested by the Administrative Agent.]


•	[In the case of a Normal Operating Real Property Disposition:]


•	[ The Sale is consistent with the most current budget and projections delivered pursuant to Section 7.1.1(n) of the Credit Agreement.]


(A)	The aggregate amount of all Net Real Property Disposition Proceeds received in the Fiscal Year during which such Net Real Property Disposition Proceeds were received from Normal Operating Property Dispositions (including those from the Sale) is $[___].


(B)	2% of the aggregate Value of the Timberlands (calculated as of the date the Net Real Property Disposition Proceeds with respect to the Sale are received) is ($[_____]).

• [The Borrower is required to prepay the Loans and other Obligations in the amount of $[_______] as the difference between (A) and (B).][The Borrower is not required to repay the Loans and other Obligations with the Net Real Property Disposition Proceeds from the Sale.]


•	[In the case of a Large Real Property Disposition:]

• [To the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of the Net Real Property Proceeds and the Sale, does exceed 42.5%, the Borrower is required to prepay the Loans and other Obligations in the amount of $[______] as the Net Real Property Disposition Proceeds from the Sale.]

• [As evidenced by the calculations set forth on Exhibit B , to the extent the Loan to Value Ratio, calculated after giving Pro Forma Effect to the receipt of the Net Real Property Proceeds and the Sale, does not exceed 42.5%,

• Within 270 days of the receipt of Net Real Property Disposition Proceeds from the Sale (or such later date as may be agreed to by the Administrative Agent in its sole discretion), [such][a portion of the] Net Real Property Disposition Proceeds will [not] be used for acquisitions of additional Real Property by a Subsidiary Guarantor, which Real Property will be subject to the Lien of the Administrative Agent and which acquisition is otherwise permitted pursuant to the terms and provisions of the Credit Agreement. Consequently, the Borrower is required to prepay the Loans and other Obligations in the amount of $[_______] and is not required to repay the Loans and other Obligations in the amount of $[_______].]

•

The Borrower hereby requests that the Administrative Agent release its Lien on the Real Property subject to such Sale pursuant to Section 10.11(a)(i)(B) of the Credit Agreement.

[IN WITNESS WHEREOF , the undersigned has executed this Certificate Regarding Sale of Real Property in their aforesaid capacity as of the date first stated above.

CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


By:	CatchMark Timber Trust, Inc., as

General Partner

By:

Name:

Title:]

EXHIBIT A

[Purchase and Sale Agreement]

[Attached]

EXHIBIT B

Loan to Value Ratio Calculations

[Attached]

EXHIBIT C

[Updated Value of the Timberlands]

[Attached]

Exhibit 4.6(A)

Form of U.S. Tax Compliance Certificate (Foreign Lenders Not a Partnership)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P. (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, Coöperatieve Rabobank U.A., New York Branch (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch), as Documentation Agent, AgFirst Farm Credit Bank, as Joint Lead Arranger and Syndication Agent, CoBank, ACB, as Administrative Agent, Lead Arranger, Sole Book Runner, Swingline Lender and an Issuing Lender and certain financial institutions, as Lenders.

Pursuant to the provisions of Section 4.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory notes evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Exhibit 4.6(B)

Form of U.S. Tax Compliance Certificate (Foreign Participants Not a Partnership)

Pursuant to the provisions of Section 4.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Exhibit 4.6(C)

Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)

Pursuant to the provisions of Section 4.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

EXHIBIT 4.6(D)

Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)

Reference is hereby made to the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among CatchMark Timber Operating Partnership, L.P. (the “ Borrower ”), the other Loan Parties party thereto from time to time as Guarantors, Coöperatieve Rabobank U.A., New York Branch (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch), as Documentation Agent, AgFirst Farm Credit Bank, as Joint Lead Arranger and Syndication Agent, CoBank, ACB, as Administrative Agent, Lead Arranger, Sole Book Runner, Swingline Lender and Issuing Lender and certain financial institutions, as Lenders.

Pursuant to the provisions of Section 4.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory notes evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory notes evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

40835832.4

SCHEDULE D

Post-Closing Covenants

Not later than October 30, 2018 (or such later date as the Administrative Agent shall agree to in its sole discretion), the Borrower shall deliver or cause to be delivered to the Administrative Agent all of the following (except to the extent 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:


1.	duly executed Mortgage Amendments regarding the Term A-4 Loan Credit Facility for each existing Mortgage given by the applicable Subsidiary Guarantor and acknowledging the increase of the overall debt (which Mortgage Amendments shall also exclude from the lien thereof all “Buildings” (as defined in the applicable Flood Laws));


2.	duly executed Mortgages (which Mortgages shall also exclude from the lien thereof all Buildings (as defined in the applicable Flood Laws)) regarding all of the real property acquired by the Loan Parties in Oregon (the “ Bandon Property ”);

a pro forma loan policy of title insurance for the Bandon Property (which shall include tie in, first dollar and such other endorsements as requested by the Administrative Agent), together with marked endorsements to each of the Administrative Agent’s existing loan policies of title insurance bringing forward the date of such policies and acknowledging the foregoing Mortgage Amendments and the Term A-4 Loan Credit Facility. The endorsements to existing policies and new t itle insurance policy shall in the aggregate equal an amount not less than the sum of (i) total amount of title insurance coverage in place with respect to the Credit Agreement prior to the Closing Date plus (ii) the purchase price for the Bandon Property ;


4.	evidence satisfactory to the Administrative Agent that all premiums in respect of each such endorsement and new loan policy, all charges for mortgage recording and similar taxes, and all related expenses, if any, have been paid by the Loan Parties;


5.	a copy of all documents referred to, or listed as exceptions to title in, the title endorsements and new loan policy referred to above;


6.	legal opinions, dated on or about the date of the Mortgage Amendments and Mortgages regarding the Term A-4 Loan Credit Facility and addressed to the Administrative Agent and all the Lenders, from legal counsel for the Borrower and the Subsidiary Guarantors, regarding such Mortgage Amendments and the Mortgages with respect to the Bandon Property;


7.	good standing certificates for each jurisdiction where each Loan Party is authorized (or should be authorized under the Laws) to conduct business; and


8.	all other reasonable requests of the Administrative Agent made with respect to the Mortgage Amendments and Mortgages referenced above, or the transactions related thereto.

40835832.4

Exhibit 10.29

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 5, 2018, by and among CATCHMARK HBU, LLC , a Delaware limited liability company (“ HBU ”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership (“ Southern Timberlands ”), CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company (“ TRS ”), and CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership (“ Texas Timberlands ”, and collectively with HBU, TRS and Southern Timberlands, “ Seller ”), and FOREST INVESTMENT ASSOCIATES L.P. , a Delaware limited partnership (hereinafter referred to as “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated effective August 20, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated October 4, 2018 (with all exhibits, addenda and amendments thereto, the “ Contract ”), covering certain real property located in Hardin, Jasper, Liberty, Newton, Orange, Polk and Tyler Counties, Texas, and Allen, Beauregard, Calcasieu, DeSoto, Natchitoches, Rapides, Sabine and Vernon Parishes, Louisiana containing approximately 55,702 acres, (the “ Property ”), as more particularly described in the Contract; and

WHEREAS, Seller and Purchase desire to amend the Contract to extend the Inventory Period (as defined in the Contract); and

WHEREAS, Seller and Purchase desire to amend the Contract to extend the period in which Purchaser may make Title Objections related to the Property located in Texas; and

WHEREAS, Seller and Purchaser have agreed to enter into this Amendment on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to amend the Contract as follows:

1. Extension of the Inventory Period . Reference to “the date that is seventy-five (75) days after the Effective Date” in Section 32 of the Contract is hereby deleted and replaced with “November 8, 2018”, such that the Inventory Period defined in Section 32 of the Contract shall be further extended and shall expire on November 8, 2018.

2. Extension of Texas Due Diligence Period . Section 5(c) of the Contract is hereby amended by adding the following sentence after the first sentence of such Section: "Notwithstanding the foregoing, Purchaser shall have until 5:00 P.M. (EST) on November 8, 2018 to deliver to Seller Title Objections with respect to the Property located in Texas."

Exhibit 10.29

3. Satisfaction of Environmental Cure . Purchaser hereby acknowledges and agrees that Purchaser is satisfied with Seller's cure of "REC No. 3" as objected to in the Environmental Notice, delivered by Purchaser to Seller, and dated October 30, 2018.

4. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall control.

5. Except as otherwise amended hereby, all of the other terms and provisions of the Contract are and shall remain in full force and effect and are hereby ratified by the parties hereto. All capitalized but undefined terms used in this Amendment shall have the meanings ascribed in the Contract.

6. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. The delivery of counterpart signatures by facsimile transmission or e-mail of PDF format electronic copy shall have the same force and effect as the delivery of a signed hard copy.

[Signatures begin on following page]

Exhibit 10.29

WITNESS THE EXECUTION HEREOF as of the date first set forth above.

SELLER :

CATCHMARK HBU, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

PURCHASER :

FOREST INVESTMENT ASSOCIATES L.P.

By: Forest Investment Associates, LLC

Its General Partner

By: /s/ Charles L. VanOver (SEAL)

Name: Charles L. VanOver

Title: Vice President

Exhibit 10.30

THIRDAMENDMENT TO

PURCHASE AND SALE AGREEMENT

This Third Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 8, 2018, by and among CATCHMARK HBU, LLC , a Delaware limited liability company (“ HBU ”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership (“ Southern Timberlands ”), CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company (“ TRS ”), and CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership (“ Texas Timberlands ”, and collectively with HBU, TRS and Southern Timberlands, “ Seller ”), and FOREST INVESTMENT ASSOCIATES L.P. , a Delaware limited partnership (hereinafter referred to as “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated effective August 20, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated October 4, 2018, and as further amended by that certain Second Amendment to Purchase and Sale Agreement dated November 5, 2018 (with all exhibits, addenda and amendments thereto, the “ Contract ”), covering certain real property located in Hardin, Jasper, Liberty, Newton, Orange, Polk and Tyler Counties, Texas, and Allen, Beauregard, Calcasieu, DeSoto, Natchitoches, Rapides, Sabine and Vernon Parishes, Louisiana containing approximately 55,702 acres, (the “ Property ”), as more particularly described in the Contract; and

WHEREAS, Seller and Purchase desire to amend the Contract to extend the Inventory Period (as defined in the Contract); and

WHEREAS, Seller and Purchaser have agreed to enter into this Amendment on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to amend the Contract as follows:

1. Extension of the Inventory Period . Reference to “November 8, 2018” in Section 32 of the Contract is hereby deleted and replaced with “November 13, 2018”, such that the Inventory Period defined in Section 32 of the Contract shall be further extended and shall expire on November 13, 2018.

2. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall control.

3. Except as otherwise amended hereby, all of the other terms and provisions of the Contract are and shall remain in full force and effect and are hereby ratified by the parties hereto. All capitalized but undefined terms used in this Amendment shall have the meanings ascribed in the Contract.

41119025.1

Exhibit 10.30

4. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. The delivery of counterpart signatures by facsimile transmission or e-mail of PDF format electronic copy shall have the same force and effect as the delivery of a signed hard copy.

[Signatures begin on following page]

41119025.1

Exhibit 10.30

WITNESS THE EXECUTION HEREOF as of the date first set forth above.

SELLER :

CATCHMARK HBU, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

PURCHASER :

FOREST INVESTMENT ASSOCIATES L.P.

By: Forest Investment Associates, LLC

Its General Partner

By: /s/ Marc Walley (SEAL)

Name: Marc Walley

Title: President

41119025.1

Exhibit 10.31

FOURTH AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This Fourth Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 26, 2018, by and among CATCHMARK HBU, LLC , a Delaware limited liability company (“ HBU ”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership (“ Southern Timberlands ”), CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company (“ TRS ”), and CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership (“ Texas Timberlands ”, and collectively with HBU, TRS and Southern Timberlands, “ Seller ”), and FOREST INVESTMENT ASSOCIATES L.P. , a Delaware limited partnership (hereinafter referred to as “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated effective August 20, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated October 4, 2018, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated November 5, 2018, and as further amended by that certain Third Amendment to Purchase and Sale Agreement dated November 8, 2018 (with all exhibits, addenda and amendments thereto, the “ Contract ”), covering certain real property located in Hardin, Jasper, Liberty, Newton, Orange, Polk and Tyler Counties, Texas, and Allen, Beauregard, Calcasieu, DeSoto, Natchitoches, Rapides, Sabine and Vernon Parishes, Louisiana containing approximately 55,702 acres, (the “ Property ”), as more particularly described in the Contract; and

WHEREAS, pursuant to Section 35(b) of the Contract, Purchaser has performed the verification of timber harvests from the Property not reflected in Seller’s Inventory, and has identified areas of Undisclosed Harvests on the Property; and

WHEREAS, the parties have agreed to recognized a calculated total value of $1,100,021 for the Undisclosed Harvests identified by Purchaser and desire to adjust the Purchase Price in accordance with Section 35(b) of the Contract

WHEREAS, pursuant to Section 35(b) of the Contract, as a result of the Purchase Price adjustment based on the Undisclosed Harvests, the Value Table has revised as per the value table set forth on Exhibit F attached hereto and hereby made a part hereof; and

WHEREAS, Seller and Purchaser have agreed to enter into this Amendment on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to amend the Contract as follows:


1.	The phrase “EIGHTY MILLION FOUR HUNDRED ONE THOUSAND FOUR HUNDRED TWENTY-TWO AND 88/100 DOLLARS ($80,401,422.88)” in

41205463.1

Exhibit 10.31

Section 2 of the Contract is hereby deleted in its entirety and the following is inserted in lieu thereof:

“SEVENTY NINE MILLION THREE HUNDRED ONE THOUSAND FOUR HUNDRED TWO AND 00/100 DOLLARS ($79,301,402)”

2. Exhibit F of the Contract is hereby deleted in its entirety and Exhibit F attached hereto is inserted in lieu thereof.

3. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall control.

4. Except as otherwise amended hereby, all of the other terms and provisions of the Contract are and shall remain in full force and effect and are hereby ratified by the parties hereto. All capitalized but undefined terms used in this Amendment shall have the meanings ascribed in the Contract.

5. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. The delivery of counterpart signatures by facsimile transmission or e-mail of PDF format electronic copy shall have the same force and effect as the delivery of a signed hard copy.

[Signatures begin on following page]

41205463.1

Exhibit 10.31

WITNESS THE EXECUTION HEREOF as of the date first set forth above.

SELLER :

CATCHMARK HBU, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

PURCHASER :

FOREST INVESTMENT ASSOCIATES L.P.

By: Forest Investment Associates, LLC

Its General Partner

By: /s/ Charles L. VanOver (SEAL)

Name: Charles L. VanOver

Title: Vice President

41205463.1

Exhibit 10.31

Portions of the exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit F

41205463.1

Exhibit 10.31



Land	Acres	Per Acre Value	Total Value
Total	[***]	$ [***]	$ [***]

Merchantable Timber (Planted Stands)
Product	Volume (tons)	Unit Value	Total Value
Pine Pulpwood	[***]	$ [***]	$ [***]
Pine Chip-n-saw	[***]	$ [***]	$ [***]
Pine Sawtimber	[***]	$ [***]	$ [***]
Hardwood Pulpwood	[***]	$ [***]	$ [***]
Hardwood Sawtimber	[***]	$ [***]	$ [***]
Total	[***]		$ [***]

Merchantable Timber (Natural Stands)
Product	Volume (tons)	Unit Value	Total Value
Pine Pulpwood	[***]	$ [***]	$ [***]
Pine Chip-n-saw	[***]	$ [***]	$ [***]
Pine Sawtimber	[***]	$ [***]	$ [***]
Hardwood Pulpwood	[***]	$ [***]	$ [***]
Hardwood Sawtimber	[***]	$ [***]	$ [***]
Total	[***]		$ [***]

Premerchantable Timber (Age 0-14)
Age	Acres	Per Acre Value	Total Value
CC	[***]	$ [***]	$ [***]
0	[***]	$ [***]	$ [***]
1	[***]	$ [***]	$ [***]
2	[***]	$ [***]	$ [***]
3	[***]	$ [***]	$ [***]
4	[***]	$ [***]	$ [***]
5	[***]	$ [***]	$ [***]
6	[***]	$ [***]	$ [***]
7	[***]	$ [***]	$ [***]
8	[***]	$ [***]	$ [***]
9	[***]	$ [***]	$ [***]
10	[***]	$ [***]	$ [***]
11	[***]	$ [***]	$ [***]
12	[***]	$ [***]	$ [***]
13	[***]	$ [***]	$ [***]
14	[***]	$ [***]	$ [***]
Total	[***]		$ [***]

Undisclosed Harvests			$(1,100,021.000)
Total Value			$79,301,402
Total Value Per Acre			$ [***]

41205463.1

Exhibit 10.32

FIFTH AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This Fifth Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 29, 2018, by and among CATCHMARK HBU, LLC , a Delaware limited liability company (“ HBU ”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership (“ Southern Timberlands ”), CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company (“ TRS ”), and CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership (“ Texas Timberlands ”, and collectively with HBU, TRS and Southern Timberlands, “ Seller ”), and FOREST INVESTMENT ASSOCIATES L.P. , a Delaware limited partnership (hereinafter referred to as “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated effective August 20, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated October 4, 2018, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated November 5, 2018, as further amended by that certain Third Amendment to Purchase and Sale Agreement dated November 8, 2018, and as further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated November 26, 2018 (with all exhibits, addenda and amendments thereto, the “ Contract ”), covering certain real property located in Hardin, Jasper, Liberty, Newton, Orange, Polk and Tyler Counties, Texas, and Allen, Beauregard, Calcasieu, DeSoto, Natchitoches, Rapides, Sabine and Vernon Parishes, Louisiana containing approximately 55,702 acres, (the “ Property ”), as more particularly described in the Contract; and

WHEREAS, Seller and Purchaser have agreed to extend the date of Closing until November 30, 2018; and

WHEREAS, Seller and Purchaser have agreed to enter into this Amendment on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree to amend the Contract as follows:

1. Section 4 of the Contract is hereby amended by deleting its paragraph (a) in its entirety and replacing it with the following:

“(a) The execution and delivery of the documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “Closing”) shall take place on November 30, 2018, at 10:00 a.m. through the escrow services of Escrow Agent, or such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser (the “Closing Date”).”

2. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall control.

Exhibit 10.32

[Signatures begin on following page]

Exhibit 10.32

WITNESS THE EXECUTION HEREOF as of the date first set forth above.

SELLER :

CATCHMARK HBU, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK SOUTHERN TIMBERLANDS II, L.P. , a Delaware limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TRS HARVESTING OPERATIONS, LLC , a Delaware limited liability company

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

CATCHMARK TEXAS TIMBERLANDS, L.P. , a Texas limited partnership

By: /s/ Don Warden

Name: Don Warden

Title: Vice President, Real Estate and Alternative Income

(SEAL)

PURCHASER :

FOREST INVESTMENT ASSOCIATES L.P.

By: Forest Investment Associates, LLC

Its General Partner

By: /s/ Marc A. Walley (SEAL)

Name: Marc A. Walley

Title: President

Exhibit 10.34

FIRST AMENDMENT TO

OPTION AGREEMENT

This First Amendment to Option Agreement (“ First Amendment ”) is made and entered into effective as of June 28, 2018 (the “ Effective Date ”), by and between FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, relating to certain timberlands in Coos and Curry Counties, Oregon (the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement;

WHEREAS, Seller entered into that certain Timber and Wood Products Sale Agreement by and between Seller and Williams Pacific Connector Gas Operator LLC, on behalf of Pacific Connector Gas Pipeline, L.P., dated January 4, 2016, recorded March 11, 2016, as Instrument No. 2016-02062, Official Records of Coos County, Oregon (“ TWPSA #1 ”);

WHEREAS, Seller entered into that certain Timber and Wood Products Sale Agreement by and between Seller and Williams Pacific Connector Gas Operator LLC, on behalf of Pacific Connector Gas Pipeline, L.P., dated January 4, 2016, recorded March 11, 2016, as Instrument No. 2016-02064, Official Records of Coos County, Oregon (“ TWPSA #2 ” and together with TWPSA #1, the “ TWPSAs ”);

WHEREAS, under the TWPSAs, Seller sold timber on certain portions of the Real Property as more particularly described in the TWPSAs (the “ Sold Timber ”);

WHEREAS, timber inventory figures of Seller reviewed by Purchaser prior to entering into the Option Agreement included the Sold Timber; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date, change the Threshold Amount definition and reduce the Purchase Price by the agreed value of the Sold Timber.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

SGR/18705242.2

97303124.8 0067129-00001

“Subject to the provisions of this Agreement, and for the consideration herein stated, Seller hereby grants to Purchaser an exclusive and irrevocable option to purchase the Property (the “ Option ”). The Option shall be effective as of the Effective Date and shall continue in effect until 5:00 pm Eastern Time on July 10, 2018, subject to extension as provided below (such date and time the “ Option Expiration Time ” and the period running between the Effective Date and the Option Expiration Time, the “ Option Period ”). Purchaser shall exercise the Option, if at all, by giving written notice to Seller within the Option Period stating that the Option is exercised (the “ Exercise Notice ”). Purchaser may exercise the Option only as to all of the Property and no partial exercise of the Option shall be permitted. Upon timely exercise of the Option, Seller shall be obligated to sell, and Purchaser shall be obligated to purchase the Property for the price and on the terms and conditions set forth in this Agreement. If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Period to July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $108,170 (the “ Second Option Payment ”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Period to August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $74,882 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period unless the Third Option Payment is made by on or before August 1, 2018. The Second Option Payment and the Third Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

b. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

“If the Option is exercised, the delivery of the funds, documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “ Closing ”) shall take place on the date which is ten (10) business days after the date of the Exercise Notice at 10:00 a.m. Pacific Time through the escrow services of First American Title Insurance Company, Six Concourse Parkway, Suite 2000, Atlanta, Georgia 30328 (hereinafter referred to as “ Title Company ” and “ Escrow Agent ”), or on such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser (the “ Closing Date ”).”

97303124.8 0067129-00001

c. Conditions of Property; Damage; Condemnation . Sections 8(b)(i), (ii) and (iii) of the Option Agreement are amended and restated in their entirety to read as follows:

“(i) If the amount of such damage (as finally determined pursuant to this Section 8) does not exceed the Threshold Amount (as hereafter defined) and Purchaser exercises the Option, or has previously exercised the Option, then Purchaser shall be required to purchase the Property in accordance with this Agreement without a reduction of the Purchase Price. The “Threshold Amount” is (i) if the damage by Casualty occurs on or before July 13, 2018, the sum of $50,000 or (ii) if the damage by Casualty occurs after July 13, 2018, an amount equal to the Option Consideration.

(ii) If the amount of such damage (as finally determined pursuant to this Section 8) exceeds the Threshold Amount but does not exceed $3,000,000, then, if Purchaser exercises the Option, or has previously exercised the Option, Purchaser shall be required to purchase the Property in accordance with this Agreement, provided that the Purchase Price shall be reduced by an amount equal to the amount that such damage (as finally determined pursuant to this Section 8) exceeds the Threshold Amount.

(iii) If the amount of such damage (as finally determined pursuant to this Section 8) exceeds $3,000,000, then either party may, at its sole option, elect to cancel this Agreement by delivering written notice to the other party, whereupon Seller shall promptly return the Option Consideration to Purchaser and no party hereto shall have any further rights or obligations hereunder (except as may otherwise be expressly provided herein). If neither party elects to cancel this Agreement in accordance with the foregoing sentence, and Purchaser exercises the Option, or has previously exercised the Option, then the parties will proceed to Closing (subject to the other terms and conditions set forth in this Agreement) and the Purchase Price shall be reduced at Closing by an amount equal to the amount by which such damage (as finally determined pursuant to this Section 8) exceeds the Threshold Amount.”

d. Purchase Price . The Purchase Price as set forth in Section 2 of the Option Agreement, and prior to any adjustments thereto under the terms of the Option Agreement, shall be (i) increased by the amount of the Second Option Payment and the Third Option Payment, if and to extent applicable; and (ii) reduced by the agreed upon value of the Sold Timber of $75,000.00. Said reduction for the Sold Timber shall be allocated to the Real Property in Coos County, Oregon.

97303124.8 0067129-00001

e. Amendment of Section 13 . Section 13 of the Option Agreement is amended by changing the words “five (5) days prior to the Closing Date” in line 5 of such Section to read “five (5) business days prior to the Closing Date.”

f. Continuing Obligations . The parties agree that the obligations of Seller under the TWPSAs shall constitute “Continuing Obligations” as set forth in the Option Agreement and shall otherwise be subject to the provisions of Section 36 of the Option Agreement, and shall be assigned to and assumed by Purchaser as of Closing under the Assignment and Assumption Agreement to be delivered pursuant to Section 4(b)(iv) of the Option Agreement and in accordance therewith.

g. No Further Adjustment . Seller and Purchaser agree that no adjustment to the Purchase Price shall be made under the Option Agreement with respect to the TWPSAs, the Sold Timber or in connection with the harvest of the Sold Timber.

3. Title . Sections 5(b), (c) and (d) of the Option Agreement are hereby amended and restated in their entirety and read as follows:

“(b) To the extent not previously provided, contemporaneously with Seller’s execution of this Agreement, Seller will, at Seller’s cost, cause to be delivered to Purchaser a title insurance commitment, or similar title report sufficient to allow the Title Company to issue the Basic Title Policy, together with complete and legible copies of all documentary title exceptions listed or referred to therein, (the “ Title Commitment ”) issued by the Title Company. During the Option Period, Purchaser shall have the right to review Seller’s title to the Real Property and provide Seller with written notice (the “ Title Objection Notice ”) of Purchaser’s objections, if any, to Seller’s title. Purchaser shall have the right to object to any title matter affecting Seller’s title to the Real Property; provided , however, that Purchaser shall not object to (i) the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or farm land; and (ii) any title matter which does not adversely affect the use or value of the Property as commercial timberlands or for resale as timberlands. Failure of

97303124.8 0067129-00001

Purchaser to provide the Title Objection Notice to Seller on or before 8:00 am Pacific Time, July 5, 2018, will be deemed an election by Purchaser to waive any objection to the matters disclosed in such Title Commitment (in which case all liens, encumbrances, or other defects or special exceptions to coverage in such Title Commitment will thereafter be Permitted Encumbrances) and to accept such title as Seller is able to convey without any reduction in the Purchase Price.

(c) If Purchaser delivers the Title Objection Notice to Seller on or before 8:00 am Pacific Time, July 5, 2018, Seller shall give written notice to Purchaser of its response to such objections indicating whether or not Seller will cure the matters objected to by Purchaser (the “ Title Objection Response ”); provided , however, that Seller shall at its sole cost secure the release of any monetary liens or encumbrances created by Seller and of a definite or ascertainable amount by Seller’s payment or bonding against the same at or prior to Closing other than the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or farm land (“ Required Cure Matters ”). Any failure of Seller to deliver a Title Objection Response prior to 10:00 am Pacific Time on July 9, 2018, shall be deemed an election by Seller not to cure any title objections raised in Purchaser’s Title Objection Notice. Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy any objections contained in the Title Objection Notice (a “ Title Defect ”) then Purchaser’s exercise of the Option shall be deemed Purchaser’s waiver of such Title Defect(s) and Purchaser will be required to close the sale without regard to said Title Defect(s) and without an adjustment to the Purchase Price (in which event such Title Defect(s) shall become Permitted Encumbrances for all purposes).

In the event that Seller delivers the Title Objection Response indicating that Seller will cure some or all of the Title Defects, Seller shall cure such Title Defects prior to Closing and, Seller, in its sole discretion, may extend the Closing Date for so many days as Seller may elect in order to cure such Title Defects, but in no event shall the aggregate number of days of extension exceed thirty (30) calendar days.

97303124.8 0067129-00001

Permitted Encumbrance pursuant to Section 5(b) or 5(c) above, (iii) any title matter which does not adversely affect the use or value of the Property as commercial timberlands or for resale as timberlands, and (iv) the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or farm land, Purchaser shall have the right to notify Seller in writing of Purchaser’s objection to such new matter (a “ Supplemental Title Objection Notice ”). Failure of Purchaser to provide Seller with a Supplemental Title Objection Notice within such 3-day period will be deemed an election by Purchaser to waive any objection to the additional matters disclosed in such Update (in which case all liens, encumbrances, or other defects or special exceptions to coverage in such Update will thereafter be Permitted Encumbrances) and to accept such title as Seller is able to convey without any reduction in the Purchase Price. If Purchaser delivers a Supplemental Title Objection Notice to Seller within such 3-day period (the “ Supplemental Response Period ”), Seller shall give written notice to Purchaser of its response to such objections within three (3) days after Seller’s receipt of Purchaser’s notice indicating whether Seller will cure the matters objected to by Purchaser (a “ Supplemental Title Objection Response ”); provided , however, that Seller shall at its sole cost secure the release of any Required Cure Matters appearing in the Update. Any failure of Seller to deliver a Supplemental Title Objection Response within the Supplemental Response Period shall be deemed an election by Seller not to cure any title objections raised in Purchaser’s Supplemental Title Objection Notice. Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy any objections contained in the Supplemental Title Objection Notice (other than matters described in clauses (1) thru (4) of the first sentence of this Section 5(d) then Purchaser shall, as its sole and exclusive remedy, elect either to: (i) waive such objection and close the sale without an adjustment to the Purchase Price (in which event the matters set forth in the Supplemental Title Objection Notice shall become Permitted Encumbrances for all purposes); or (ii) to terminate this Agreement and receive a refund of the Option Consideration by notice to Seller within 3 days of the end of the Supplemental Response Period. Failure of Purchaser to give a notice of termination within 3 days after the end of the Supplement Response Period shall be deemed an election to proceed under clause (ii) of the previous sentence.

In the event that Seller delivers the Supplemental Title Objection Response indicating that Seller will cure some or all of the matters set forth in the Supplemental Title Objection Notice, Seller shall cure such matters prior to Closing and, Seller, in its sole discretion, may extend the Closing Date for so many days as Seller may elect

97303124.8 0067129-00001

in order to cure such matters, but in no event shall the aggregate number of days of extension exceed thirty (30) calendar days.”

4. Effect of Amendment . Except as expressly modified by this First Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

5. Counterparts . This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this First Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this First Amendment. The parties agree that delivery by electronic means of a signed counterpart of this First Amendment will be deemed the same as delivery of the original counterpart. Upon request of the other party, a party delivering an electronic counterpart of this First Amendment will provide to the requesting party a signed original of this First Amendment.

[signatures commence on following page]

IN WITNESS WHEREOF, this First Amendment has been executed by the parties on the dates set forth below with the intent that this First Amendment be effective between the parties as of the date first set forth above.



		SELLER : FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership By: FIA Timber Management II, LLC, its General Partner By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President



Date of Purchaser’s Execution: June 29, 2018		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ Brian M. Davis (SEAL) Name: Brian M. Davis Title: CFO

97303124.8 0067129-00001

Exhibit 10.35

SECOND AMENDMENT TO

OPTION AGREEMENT

This Second Amendment to Option Agreement (“ Second Amendment ”) is made and entered into effective as of August 3, 2018 (the “ Effective Date ”), by and between FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, relating to certain timberlands in Coos and Curry Counties, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

2. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

SGR/19001947.2

Exhibit 10.35

Eastern Time on August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $74,882 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period, unless the Third Option Payment is made by Purchaser on or before August 1, 2018. If the Option is not exercised prior to August 4, 2018, the Option Expiration Time shall be extended to 5:00 p.m. Eastern Time on August 20, 2018, and Purchaser shall deliver a fourth option payment to Seller on or before August 7, 2018 in the amount of $75,795 (the “ Fourth Option Payment ”). The extension of the Option Period from August 4, 2018 to 5:00 p.m. Eastern Time on August 20, 2018 shall not be effective unless the Fourth Option Payment is made by Purchaser on or before August 7, 2018. The Second Option Payment, the Third Option Payment and the Fourth Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

3. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

“If the Option is exercised, the delivery of the funds, documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “ Closing ”) shall take place on the date which is ten (10) business days after the date of the Exercise Notice at 10:00 am Pacific Time through the escrow services of First American Title Insurance Company, Six Concourse Parkway, Suite 2000, Atlanta, Georgia 30328 (hereinafter referred to as “ Title Company ” and “ Escrow Agent ”), or on such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser; provided , however , that if the Option is exercised on or after August 14, 2018 but before the Option Expiration Time, the Closing shall take place on August 28, 2018 at 10:00 am Pacific Time as set forth above (the actual date on which Closing occurs, the “ Closing Date ”).”

4. Purchase Price . The Purchase Price as set forth in Section 2 of the Option Agreement, and prior to any adjustments thereto under the terms of the Option Agreement, shall be (i) increased by the amount of the Second Option Payment, Third Option Payment and Fourth Option Payment, if and to the extent applicable, and (ii) reduced by the agreed upon value of the Sold Timber of $75,000. Any such increase in the Purchase Price shall be allocated to the Real Property in Coos and Curry Counties, Oregon in proportion to the value of such Real Property as set forth in the Option Agreement. The reduction for the Sold Timber shall be allocated to the Real Property in Coos County.

SGR/19001947.2

Exhibit 10.35

to its knowledge, each and every warranty and representation made by Seller in the Option Agreement is true and accurate, and Seller has otherwise committed no breach under the Option Agreement as of the Effective Date. Seller hereby affirms that to its knowledge and as of the Effective Date, Purchaser has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Purchaser as of the Effective Date. Seller further affirms that to its knowledge, each and every warranty and representation made by Purchaser in the Option Agreement is true and accurate, and Purchaser has otherwise committed no breach under the Option Agreement as of the Effective Date.

6. Effect of Amendment . Except as expressly modified by this Second Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

7. Counterparts . This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Second Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Second Amendment. The parties agree that delivery by electronic means of a signed counterpart of this Second Amendment will be deemed the same as delivery of the original counterpart. Upon request of the other party, a party delivering an electronic counterpart of this Second Amendment will provide to the requesting party a signed original of this Second Amendment.

[signatures commence on following page]

SGR/19001947.2

Exhibit 10.35

IN WITNESS WHEREOF, this Second Amendment has been executed by the parties on the dates set forth below with the intent that this Second Amendment be effective between the parties as of the date first set forth above.



		SELLER : FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership By: FIA Timber Management II, LLC, its General Partner By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Second Amendment to Option Agreement - FIA TP II]

SGR/19001947.2

Exhibit 10.35



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti (SEAL) Name: John D. Capriotti Title: VP – Acquisitions

[Signature Page to Second Amendment to Option Agreement - FIA TP II]

SGR/19001947.2

Exhibit 10.36

Execution Version

THIRD AMENDMENT TO

OPTION AGREEMENT

This Third Amendment to Option Agreement (“ Third Amendment ”) is made and entered into effective as of August 21, 2018 (the “ Effective Date ”), by and between FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, as amended by that Second Amendment to Option Agreement dated effective as of August 3, 2018, relating to certain timberlands in Coos and Curry Counties, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, timber cutting and removal has been completed with respect to (i) that certain Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between Seller, as seller, and Scott Timber Co., as purchaser and (ii) that certain Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between Seller, as seller, and G & D Timber Inc., as purchaser; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, provide for the assignment of the Timber Cutting Agreements and notifications of operations/permits in respect thereof at Closing.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Purchase Price; Assumed Liabilities . The last sentence of Section 2 of the Option Agreement is amended and restated in its entirety as follows:

“As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein), including but not limited to the Timber Cutting Agreements set forth on Exhibit D (the “ Timber Cutting Agreements ”); and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “ Assumed Liabilities ”).”

SGR/19101367.4

97955353.4 0067129-00001

b. Closing . Section 4(b)(i) of the Option Agreement is amended and restated in its entirety to read as follows:

“one or more (at Purchaser’s election) Statutory Special Warranty Deeds (warranting only against the claims of persons claiming by, through or under Seller) for each county in which the Real Property is located, in the form of Exhibit B attached hereto, and subject only to the Unrecorded Encumbrances and the Permitted Encumbrances (both as hereinafter defined) and further excepting from Seller’s warranties contained in such deed(s) those certain matters affecting Seller’s title set forth on attached Exhibit C (collectively, the “ Deed ”). The legal description of the Real Property to be contained in the Deed shall be the legal description of the Real Property as set forth on Exhibit A attached hereto and hereby made a part hereof (as the same description may have been modified in connection with the Title Commitment or any Update thereto);”

c. Title . Section 5(g) of the Option Agreement is amended and restated in its entirety to read as follows:

“Purchaser acknowledges and agrees that Seller may continue to conduct ongoing timber harvesting operations until Closing on those harvest planning units identified in Exhibit E (the “ Harvest Parcels ”). Notwithstanding the foregoing, as of August 10, 2018 harvest of timber under the Timber Cutting Agreements has been completed, but the purchasers under the Timber Cutting Agreements have not completed post-harvest contractual obligations. In particular, the purchaser under that certain Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between Seller, as seller, and Scott Timber Co., as purchaser (the “ Scott Timber Cutting Agreement ”), has not completed final road maintenance and pile burning, and the purchaser under that certain Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between Seller, as seller, and G & D Timber Inc., as purchaser (the “ G&D Timber Cutting Agreement ”) has not completed pile burning. Seller shall retain all rights to proceeds of timber harvested pursuant to the Timber Cutting Agreements.”

d. New Section 11(g) . A new Section 11(g), reading as follows, is added to the Option Agreement:

“(g) At Closing, Purchaser shall receive a credit for the $9,875.30 deposit held by Barnes & Associates, Inc., under the G&D Timber Cutting Agreement. Purchaser shall be responsible for accounting to the purchaser under the G&D Timber Cutting Agreement for such deposit.”

SGR/19101367.4

97955353.4 0067129-00001

e. Post-Closing Permit Transfer . Section 35 of the Option Agreement is amended and restated in its entirety to read as follows:

“ Post-Closing Bond and Holdback Cooperation . Following the Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under (i) that certain Timber Performance Bond No. SUR0043702 dated November 21, 2017, by and between Scott Timber Co., as Principal, and Argonaut Insurance Company, as Surety, and (ii) those certain Holdback Instructions, Escrow No. 209904AM, by and between Scott Timber Co., Seller and AmeriTitle, to the extent required by a counterparty to the same. This Section 35 shall survive the Closing and the execution and delivery of the Deed.”

f. Exhibit B . Exhibit B of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 1 attached hereto.

g. Exhibit C . Exhibit C of the Option Agreement is amended to delete item number 16 from such exhibit.

h. Exhibit D . Exhibit D of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 2 attached hereto.

i. Exhibit E . Exhibit E of the Option Agreement is amended by deleting the Mill Creek Daylight Contract Map from such exhibit.

j. Exhibit F . Exhibit F of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 3 attached hereto.

k. Exhibit H . Exhibit H of the Option Agreement is deleted in its entirety.

2. Performance, Compliance and No Breach of Seller to Date . Purchaser hereby affirms that to its knowledge and as of the Effective Date, Seller has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Seller as of the Effective Date. Purchaser further affirms that to its knowledge, each and every warranty and representation made by Seller in the Option Agreement is true and accurate, and Seller has otherwise committed no breach under the Option Agreement as of the Effective Date. Seller hereby affirms that to its knowledge and as of the Effective Date, Purchaser has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Purchaser as of the Effective Date. Seller further affirms that to its knowledge, each and every warranty and representation made by Purchaser in the Option Agreement is true and accurate,

SGR/19101367.4

97955353.4 0067129-00001

and Purchaser has otherwise committed no breach under the Option Agreement as of the Effective Date.

3. Effect of Amendment . Except as expressly modified by this Third Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

4. Counterparts . This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Third Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Third Amendment. The parties agree that delivery by electronic means of a signed counterpart of this Third Amendment will be deemed the same as delivery of the original counterpart. Upon request of the other party, a party delivering an electronic counterpart of this Third Amendment will provide to the requesting party a signed original of this Third Amendment.

SGR/19101367.4

97955353.4 0067129-00001

Exhibit 10.36

Execution Version

IN WITNESS WHEREOF, this Third Amendment has been executed by the parties on the dates set forth below with the intent that this Third Amendment be effective between the parties as of the date first set forth above.



		SELLER : FIA TIMBER PARTNERS II, L.P. , a Delaware limited partnership By: FIA Timber Management II, LLC, its General Partner By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Third Amendment to Option Agreement - FIA TP II]

Exhibit 10.36

Execution Version



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti (SEAL) Name: John D. Capriotti Title: VP – Acquisitions

[Signature Page to Third Amendment to Option Agreement - FIA TP II]

EXHIBIT 1

Amended and Restated Exhibit B to Option Agreement

“ EXHIBIT B

FORM OF SPECIAL WARRANTY DEED



After Recording, Return To: [_____________] [_____________] [_____________] Until A Change Is Requested, Send All Tax Statements To: [_____________] [_____________] [_____________]

Space above reserved for recorder

STATUTORY SPECIAL WARRANTY DEED

FIA TIMBER PARTNERS II, L.P., a Delaware limited partnership (“ Grantor ”), conveys and specially warrants to [_______________], a [_______________] (“ Grantee ”), the real property located in [Coos]/[Curry] County, Oregon, described on the attached Exhibit A , together with Grantor’s right, title and interest in the following: all buildings, structures, and other improvements located thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging, all trees, timber, sand, gravel, rock and crops now located thereon or thereunder, and all oil, gas and mineral rights and interests in said real property not reserved or conveyed by Grantor or Grantor’s predecessors in title (collectively, the “ Property ”), free of encumbrances created or suffered by the Grantor except as specifically set forth herein.

SUBJECT TO, and excepting and excluding from the covenants and warranties described herein and in ORS 93.855, the matters set forth on attached Exhibit B .

The true consideration for this conveyance is $_______________.

BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY,

Exhibit 1 to Third Amendment to Option Agreement

SGR/19101367.4

97955353.4 0067129-00001

UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.

DATED as of [_____________________], 2018.

FIA TIMBER PARTNERS II, L.P.,

a Delaware limited partnership

By: FIA Timber Management II, LLC,

its General Partner

By:

Name:

Title:

STATE OF OREGON )

)ss.

County of __________ )

The foregoing instrument is acknowledged before on [_______________], 2018, by [__________________], as [____________________] of FIA Timber Management II, LLC, the General Partner of FIA Timber Partners II, L.P., a Delaware limited partnership.

Notary Public for Oregon

Commission No.:

My commission expires:

Exhibit 1 to Third Amendment to Option Agreement

SGR/19101367.4

97955353.4 0067129-00001

Exhibit A

Legal Description of Property

[ Insert legal description ]

Exhibit 1 to Third Amendment to Option Agreement

SGR/19101367.4

97955353.4 0067129-00001

Exhibit B

Exceptions to Title

[INSERT PERMITTED ENCUMBRANCES THAT BECOME PERMITTED ENCUMBRANCES UNDER THE AGREEMENT AND EXHIBIT C (OF OPTION AGREEMENT) MATTERS]”

EXHIBIT 2

Amended and Restated Exhibit D to Option Agreement

“ EXHIBIT D

Schedule of Unrecorded Encumbrances


•	Timber Cutting Agreements


1.	Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between FIA Timber Partners II, L.P., as seller, and Scott Timber Co., as purchaser, together with those certain Holdback Instructions, Escrow No. 209904AM, between such parties and AmeriTitle.


2.	Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between FIA Timber Partners II, L.P., as seller, and G & D Timber Inc., as purchaser.


•	Notifications of Operations/Permits


1.	Notification of Operations/Permit # 2017-740-13703 with respect to Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between FIA Timber Partners II, L.P., as seller, and Scott Timber Co., as purchaser.


2.	Notification of Operations/Permit # 2017-740-13432 with respect to Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between FIA Timber Partners II, L.P., as seller, and G & D Timber Inc., as purchaser.


•	Temporary Access Licenses


1.	Temporary Access Letter Agreement for Beaver Dam Road dated April 14, 2018, between FIA Timber Partners II, L.P., and Mt. Scott Holding Co.


•	Grazing Lease


1.	Grazing Lease dated October 6, 2017, between FIA Timber Partners II, L.P., as lessor and Mark Isenhart, as lessee.


•	Hunting License Agreements


1.	Hunting License Agreement dated February 9, 2018, between FIA Timber Partners II, L.P., as licensor, and Wilderness Unlimited, as licensee.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018 between FIA Timber Partners II, L.P. and the Board of Commissioners of Coos County, Oregon.”

EXHIBIT 3

Amended and Restated Exhibit F to Option Agreement

“ EXHIBIT F

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement” ), dated as of _______________ ___, 2018, is by and between FIA Timber Partners II, L.P., a Delaware limited partnership (“ Assignor” ), and ________________, a _________________ (“ Assignee” ).

Assignor and CatchMark Timber Trust, Inc., a Maryland corporation (“ CTT ”) have entered into that certain Option Agreement, dated as of _____________ ____, 2018, by and between Assignor, as seller, and CTT, as buyer[, as assigned by CTT to Assignee] (as it may have been amended, the “ Option Agreement” ). All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Option Agreement.

For good and valuable consideration as recited in the Option Agreement, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment . Effective as of the Closing Date, Assignor, to the extent of its interest therein, hereby sells, assigns, transfers and conveys to Assignee, to the extent assignable, all of Assignor’s right, title and interest in, to and under the Unrecorded Encumbrances and other agreements set forth on attached Exhibit A (the “ Assignment” ).

2. Assumption . Effective as of the Closing Date, Assignee hereby purchases, acquires and accepts the foregoing Assignment from Seller, and Assignee further hereby assumes and agrees to pay, honor and discharge when due the Assumed Liabilities.

3. Indemnification .

(a) Assignee hereby agrees to indemnify, defend and hold harmless Assignor for, from and against, and will reimburse Assignor for, any and all actions, claims, costs, damages, demands, expenses (including reasonable attorneys’ fees), loss and liability, of any nature whatsoever, arising out of or in any way related to the Assumed Liabilities and to the failure of Assignee to pay and perform the obligations under the Unrecorded Encumbrances and other agreements set forth on attached Exhibit A , arising on or after the Closing Date.

(b) Assignor hereby agrees to indemnify, defend and hold harmless Assignee for, from and against, and will reimburse Assignee for, any and all actions, claims, costs, damages, demands, expenses (including reasonable attorneys’ fees), loss and liability, of any nature whatsoever, arising out of or in any way related to the failure of Assignor to pay and perform the obligations under the Unrecorded Encumbrances and other agreements set forth on attached Exhibit A arising prior to the Closing Date.

4. Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).

5. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement notwithstanding that all parties are not signatories to the same counterpart. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6. General . This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

[ Signatures on following pages. ]

IN WITNESS WHEREOF, each of Assignor and Assignee has caused this Assignment and Assumption Agreement to be executed by its duly authorized representative with the intent that it be effective as of the date set forth above.

Assignor :

FIA Timber Partners II, L.P.,

a Delaware limited partnership

By: FIA Timber Management II, LLC,

its General Partner

By:

Name:

Title:

Assignee :

_____________________,

a ________________________

By:

Name:

Title:

EXHIBIT A

Assignment and Assumption Agreement


•	Timber Cutting Agreements

Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between FIA Timber Partners II, L.P., as seller, and Scott Timber Co., as purchaser together with those certain Holdback Instructions, Escrow No. 209904AM, between such parties and AmeriTitle, and also together with that certain Timber Performance Bond No. SUR0043702 between Scott Timber Co., as the Principal, and Agronaut Insurance Company, as the Surety, with FIA Timber Partners, II, L.P., as the obligee.


2.	Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between FIA Timber Partners II, L.P., as seller, and G & D Timber Inc., as purchaser.


•	Notifications of Operations/Permits


1.	Notification of Operations/Permit # 2017-740-13703 with respect to Pay as Cut Timber Cutting Right Contract No. 567-17-24 dated November 28, 2017, between FIA Timber Partners II, L.P., as seller, and Scott Timber Co., as purchaser.


2.	Notification of Operations/Permit # 2017-740-13432 with respect to Pay as Cut Timber Cutting Right Contract No. 567-17-26 dated November 30, 2017, between FIA Timber Partners II, L.P., as seller, and G & D Timber Inc., as purchaser.


•	Temporary Access Licenses


1.	Temporary Access Letter Agreement for Beaver Dam Road dated April 14, 2018, between FIA Timber Partners II, LP, and Mt. Scott Holding Co.


•	Grazing Lease


1.	Grazing Lease dated October 6, 2017, between FIA Timber Partners II, L.P., as lessor and Mark Isenhart, as lessee.


•	Hunting License Agreements


1.	Hunting License Agreement dated February 9, 2018, between FIA Timber Partners II, L.P., as licensor, and Wilderness Unlimited, as licensee.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018 between FIA Timber Partners II, L.P. and the Board of Commissioners of Coos County, Oregon.”

Exhibit 1 to Third Amendment to Option Agreement

SGR/19101367.4

97955353.4 0067129-00001

Exhibit 10.38

FIRST AMENDMENT TO

OPTION AGREEMENT

This First Amendment to Option Agreement (“ First Amendment ”) is made and entered into effective as of June 28, 2018 (the “ Effective Date ”), by and between LRT III LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, relating to certain timberlands in Coos and Curry Counties, Oregon (the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement;

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date, and change the Threshold Amount definition.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

SGR/18706035.2

97464868.4 0067129-00001

If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Period to July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $106,971 (the “ Second Option Payment ”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Period to August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $74,053 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period unless the Third Option Payment is made by on or before August 1, 2018. The Second Option Payment and the Third Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

b. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

c. Conditions of Property; Damage; Condemnation . Sections 8(b)(i), (ii) and (iii) of the Option Agreement are amended and restated in their entirety to read as follows:

97464868.4 0067129-00001

d. Purchase Price . The Purchase Price as set forth in Section 2 of the Option Agreement, and prior to any adjustments thereto under the terms of the Option Agreement, shall be increased by the amount of the Second Option Payment and the Third Option Payment, if and to extent applicable.

3. Title . Sections 5(b), (c) and (d) of the Option Agreement are hereby amended and restated in their entirety and read as follows:

97464868.4 0067129-00001

(d) If Purchaser timely exercises the Option, within three (3) days following Purchaser’s receipt of any update to the Title Commitment issued after July 4, 2018, disclosing any title matter which first appears in said updated Title Commitment or Purchaser’s receipt of notice of any unrecorded encumbrance affecting Seller’s title to the Real Property which comes into existence after July 4, 2016 (as applicable, an “ Update ”), in each case other than (i) any Pre-Closing Easements permitted under Section 5(e) below, (ii) any matter which has become a Permitted Encumbrance pursuant to Section 5(b) or 5(c) above, (iii) any title matter which does not adversely affect the use or value of the Property as commercial timberlands or for resale as timberlands, and (iv) the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or farm land, Purchaser shall have the right to notify Seller in writing of Purchaser’s objection to such new matter (a “ Supplemental Title Objection Notice ”). Failure of Purchaser to provide Seller with a Supplemental Title Objection Notice within such 3-day period will be deemed an election by Purchaser to waive any objection to the additional matters disclosed in such Update (in which case all liens, encumbrances, or other defects or special exceptions to coverage in such Update will thereafter be Permitted Encumbrances) and to accept such title as Seller is able to convey without any reduction in the Purchase Price. If Purchaser delivers a Supplemental Title Objection Notice to Seller within such 3-day period (the “ Supplemental Response Period ”), Seller shall give written notice to Purchaser of its response to such objections within three (3) days after Seller’s receipt of Purchaser’s notice indicating whether Seller will cure the matters objected to by Purchaser (a “ Supplemental Title Objection Response ”); provided , however, that Seller shall at its sole cost secure the release of any Required Cure Matters appearing in the Update. Any failure of Seller to deliver a Supplemental Title Objection Response within the Supplemental Response Period shall be deemed an election by Seller not to cure any title objections raised in Purchaser’s Supplemental Title Objection Notice. Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy any objections contained in the Supplemental Title Objection Notice (other than matters described in clauses (1) thru (4) of the first sentence of this Section 5(d) then Purchaser shall, as its sole

97464868.4 0067129-00001

and exclusive remedy, elect either to: (i) waive such objection and close the sale without an adjustment to the Purchase Price (in which event the matters set forth in the Supplemental Title Objection Notice shall become Permitted Encumbrances for all purposes); or (ii) to terminate this Agreement and receive a refund of the Option Consideration by notice to Seller within 3 days of the end of the Supplemental Response Period. Failure of Purchaser to give a notice of termination within 3 days after the end of the Supplement Response Period shall be deemed an election to proceed under clause (ii) of the previous sentence.

4. Effect of Amendment . Except as expressly modified by this First Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

[Signatures commence on following page]

97464868.4 0067129-00001

Exhibit 10.38



		SELLER : LRT III LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to First Amendment to Option Agreement - LRT III]

Exhibit 10.38



Date of Purchaser’s Execution: June 29, 2018		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ Brian M. Davis (SEAL) Name: Brian M. Davis Title: CFO

[Signature Page to First Amendment to Option Agreement - LRT III]

Exhibit 10.39

SECOND AMENDMENT TO

OPTION AGREEMENT

This Second Amendment to Option Agreement (“ Second Amendment ”) is made and entered into effective as of August 3, 2018 (the “ Effective Date ”), by and between LRT III LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, relating to certain timberlands in Coos County, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

2. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

SGR/19001948.2

Exhibit 10.39

the Property for the price and on the terms and conditions set forth in this Agreement. If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Expiration Time to 5:00 pm Eastern Time on July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $106,971 (the “ Second Option Payment ”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Expiration Time to 5:00 pm Eastern Time on August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $74,053 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period, unless the Third Option Payment is made by Purchaser on or before August 1, 2018. If the Option is not exercised prior to August 4, 2018, the Option Expiration Time shall be extended to 5:00 p.m. Eastern Time on August 20, 2018, and Purchaser shall deliver a fourth option payment to Seller on or before August 7, 2018 in the amount of $74,955 (the “ Fourth Option Payment ”). The extension of the Option Period from August 4, 2018 to 5:00 p.m. Eastern Time on August 20, 2018 shall not be effective unless the Fourth Option Payment is made by Purchaser on or before August 7, 2018. The Second Option Payment, the Third Option Payment and the Fourth Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

3. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

“If the Option is exercised, the delivery of the funds, documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “ Closing ”) shall take place on the date which is ten (10) business days after the date of the Exercise Notice at 10:00 am Pacific Time through the escrow services of First American Title Insurance Company, Six Concourse Parkway, Suite 2000, Atlanta, Georgia 30328 (hereinafter referred to as “ Title Company ” and “ Escrow Agent ”), or on such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser; provided , however , that if the Option is exercised on or after August 14, 2018 but before the Option Expiration Time, the Closing shall take place on August 28, 2018 at 10:00 am Pacific Time as set forth above (the actual date on which Closing occurs, the “ Closing Date ”).”

SGR/19001948.2

Exhibit 10.39

4. Purchase Price . The Purchase Price as set forth in Section 2 of the Option Agreement, and prior to any adjustments thereto under the terms of the Option Agreement, shall be increased by the amount of the Second Option Payment, Third Option Payment and Fourth Option Payment, if and to the extent applicable.

5. Performance, Compliance and No Breach of Seller to Date . Purchaser hereby affirms that to its knowledge and as of the Effective Date, Seller has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Seller as of the Effective Date. Purchaser further affirms that to its knowledge, each and every warranty and representation made by Seller in the Option Agreement is true and accurate, and Seller has otherwise committed no breach under the Option Agreement as of the Effective Date. Seller hereby affirms that to its knowledge and as of the Effective Date, Purchaser has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Purchaser as of the Effective Date. Seller further affirms that to its knowledge, each and every warranty and representation made by Purchaser in the Option Agreement is true and accurate, and Purchaser has otherwise committed no breach under the Option Agreement as of the Effective Date.

6. Effect of Amendment . Except as expressly modified by this Second Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

[signatures commence on following page]

SGR/19001948.2



		SELLER : LRT III LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Second Amendment to Option Agreement - LRT III]

SGR/19001948.2



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti _________ (SEAL) Name: John D. Capriotti _________ Title: VP – Acquisitions

[Signature Page to Second Amendment to Option Agreement - LRT III]

SGR/19001948.2

Exhibit 10.40

Execution Version

THIRD AMENDMENT TO

OPTION AGREEMENT

This Third Amendment to Option Agreement (“ Third Amendment ”) is made and entered into effective as of August 21, 2018 (the “ Effective Date ”), by and between LRT III LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, as amended by that Second Amendment to Option Agreement dated effective as of August 3, 2018, relating to certain timberlands in Coos County, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, timber cutting and removal has been completed with respect to that certain Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between Seller, as seller, and D&H Logging Co., as purchaser; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, provide for the assignment of the Timber Cutting Agreements (as defined below) and notifications of operations/permits at Closing.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Purchase Price; Assumed Liabilities . Section 2 of the Option Agreement is amended and restated in its entirety as follows:

“If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “ Purchase Price ”) to be paid by Purchaser for the Property shall be TWENTY-FIVE MILLION SIX HUNDRED THIRTY-SIX THOUSAND THREE HUNDRED FIFTY AND 16/100 DOLLARS ($25,636,350.16) (after giving effect to the increase in price for the Second Option Payment, Third Option Payment and Fourth Option Payment), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at

97949213.6 0067129-00001

Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein); and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “ Assumed Liabilities ”).”

b. Closing . Section 4(b)(i) of the Option Agreement is amended and restated in its entirety to read as follows:

c. Title . Section 5(g) of the Option Agreement is amended and restated in its entirety to read as follow:

“(i) Purchaser acknowledges and agrees that Seller may continue to conduct ongoing timber harvesting operations until Closing on those harvest planning units identified in Exhibit E (the “ Harvest Parcels ”).

(ii) Notwithstanding the foregoing romanette (i), as of August 10, 2018 harvest of timber under that certain Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between Seller, as seller, and D&H Logging Co., as purchaser (the “ D&H Timber Cutting Agreement ”) on the Harvest Parcel identified as “Last Elk” on Exhibit E has been completed, but the purchaser under the D&H Timber Cutting Agreement has not completed post-harvest contractual obligations. In particular, the purchaser under the D&H Timber Cutting Agreement has not completed pile burning. Seller shall retain all rights to timber removed pursuant to the D&H Timber Cutting Agreement and all proceeds therefrom.

97949213.6 0067129-00001

between Seller, as seller, and Swanson Group MFG, as purchaser (the “ Swanson Timber Cutting Agreement ”, and together with the D&H Timber Cutting Agreement, the “ Timber Cutting Agreements ”). Purchaser and Seller further acknowledge and agree that subject to and following Closing, Purchaser shall be entitled to all rights to proceeds from timber removed on or after August 21, 2018, under the Swanson Timber Cutting Agreement.”

d. New Section 11(g) . A new Section 11(g), reading as follows, is added to the Option Agreement:

“(g) At Closing, Purchaser shall receive a credit for the $5,093.20 deposit held by Barnes & Associates, Inc., under the D&H Timber Cutting Agreement. Purchaser shall be responsible for accounting to the purchaser under the D&H Timber Cutting Agreement for such deposit.”

e. Post-Closing Permit Transfer . Section 35 of the Option Agreement is amended and restated in its entirety to read as follows:

“ Post-Closing Obligations .

(i) Post-Closing Proceeds, Bond and Holdback Cooperation . Subject to and following Closing, if Seller receives payments under the Swanson Timber Cutting Agreement after August 21, 2018, that belong to Purchaser as provided in Section 5(g)(iii) of this Agreement, such proceeds shall promptly be turned over to Purchaser. Following Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under (y) those certain Holdback Instructions, Escrow No. 195922AM, Seller, Swanson Group Manufacturing and AmeriTitle, and (z) that certain Payment and Performance Bond No. CA1990551 between Swanson Group Mfg LLC., as the Principal, and Great American Insurance Company, as the Surety, with LRT III, LLC, as the obligee, to the extent required by a counterparty to the same, and to transfer the same to Purchaser.

(ii) Post-Closing License Agreement Bond Cooperation . Following the Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under that certain Road Use Permit or License Agreement Bond No. CA 1848065 between Southport Forest Products, LLC, as the Principal, and Great American Insurance Company, as the Surety, with LRT III, LLC, as the obligee, to the extent required by a counterparty to the same, and to transfer the same to Purchaser.

97949213.6 0067129-00001

(iii) Survival of Section 35 . This Section 35 shall survive the Closing and the execution and delivery of the Deed.”

f. Continuing Obligations . Section 36 of the Option Agreement is amended by adding the following new paragraph after the first paragraph:

“By way of explanation, with respect to that certain Notification of Operations/Permit # 2017-740-03519 with respect to Contract No. 565-17-22 dated October 9, 2017, between LRT III LLC, and Scott Timber Co., and the related Temporary Access Letter Agreement for Adamek Timber Sale dated October 3, 2017, between LRT III LLC, and Scott Timber Co. appearing on Exhibit G , Contract 565-17-22 is completed and closed out, but post-harvesting obligations, such as reforestation, do remain; provided, however, under permit 2017-740-03519, no written contract exists for this project, other than the Temporary Access Letter for Adamek Timber Sale identified above, and the contract number was assigned by Seller for internal tracking purposes only.”

g. Exhibit B . Exhibit B of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 1 attached hereto.

h. Exhibit C . Exhibit C of the Option Agreement is amended to delete item number 16 from such exhibit.

i. Exhibit D . Exhibit D of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 2 attached hereto.

j. Exhibit F . Exhibit F of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 3 attached hereto.

k. Exhibit G . The reference to “Contract No. 567-17-22” in item number 3 on Exhibit G of the Option Agreement is amended to refer to “Contract No. 565-17-22.”

l. Exhibit H . Exhibit H of the Option Agreement is deleted in its entirety.

97949213.6 0067129-00001

Effective Date, Purchaser has timely performed and complied with each and every term, condition, agreement, restriction and obligation under the Option Agreement to be performed or complied with by Purchaser as of the Effective Date. Seller further affirms that to its knowledge, each and every warranty and representation made by Purchaser in the Option Agreement is true and accurate, and Purchaser has otherwise committed no breach under the Option Agreement as of the Effective Date.

3. Effect of Amendment . Except as expressly modified by this Third Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

[signatures commence on following page]

97949213.6 0067129-00001

Exhibit 10.40

Execution Version



		SELLER : LRT III LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Third Amendment to Option Agreement - LRT III]

Exhibit 10.40

Execution Version



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti _________ (SEAL) Name: John D. Capriotti _________ Title: V.P. of Acquisitions

[Signature Page to Third Amendment to Option Agreement - LRT III]

EXHIBIT 1

Amended and Restated Exhibit B to Option Agreement

“ EXHIBIT B

FORM OF SPECIAL WARRANTY DEED



After Recording, Return To: [_____________] [_____________] [_____________] Until A Change Is Requested, Send All Tax Statements To: [_____________] [_____________] [_____________]

Space above reserved for recorder

STATUTORY SPECIAL WARRANTY DEED

LRT III LLC , a Delaware limited liability company (“ Grantor ”), conveys and specially warrants to [_______________], a [_______________] (“ Grantee ”), the real property located in Coos County, Oregon, described on the attached Exhibit A , together with Grantor’s right, title and interest in the following: all buildings, structures, and other improvements located thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging, all trees, timber, sand, gravel, rock and crops now located thereon or thereunder, and all oil, gas and mineral rights and interests in said real property not reserved or conveyed by Grantor or Grantor’s predecessors in title (collectively, the “ Property ”), free of encumbrances created or suffered by the Grantor except as specifically set forth herein.

SUBJECT TO, and excepting and excluding from the covenants and warranties described herein and in ORS 93.855, the matters set forth on attached Exhibit B .

The true consideration for this conveyance is $_______________.

BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY,

Exhibit 1 to Third Amendment to Option Agreement

97949213.6 0067129-00001

DATED as of [_____________________], 2018.

LRT III LLC ,

a Delaware limited liability company

By:

Name: Charles L. VanOver

Title: Vice President

STATE OF ___________ )

)ss.

County of ____________ )

The foregoing instrument is acknowledged before on ___ of _________, 2018, by Charles L. VanOver as Vice President of LRT III LLC, a Delaware limited liability company.

Notary Public for ___________________________

Commission No.:

My commission expires:

Exhibit 1 to Third Amendment to Option Agreement

97949213.6 0067129-00001

Exhibit A

Legal Description of Property

[ Insert legal description ]

Exhibit 1 to Third Amendment to Option Agreement

97949213.6 0067129-00001

Exhibit B

Exceptions to Title

[INSERT PERMITTED ENCUMBRANCES THAT BECOME PERMITTED ENCUMBRANCES UNDER THE AGREEMENT AND EXHIBIT C (OF OPTION AGREEMENT) MATTERS]”

Exhibit 1 to Third Amendment to Option Agreement

97949213.6 0067129-00001

EXHIBIT 2

Amended and Restated Exhibit D to Option Agreement

“ EXHIBIT D

Schedule of Unrecorded Encumbrances


•	Timber Cutting Agreements


1.	Pay as Cut Timber Cutting Right Contract No. 565-17-17 dated August 25, 2017, between LRT III LLC, as seller, and Swanson Group MFG, as purchaser, together with those certain Holdback Instructions to AmeriTitle, Escrow No. 195922AM.


2.	Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between LRT III LLC, as seller, and D&H Logging Co., as purchaser.


•	Notifications of Operations/Permits


1.	Notification of Operations/Permit # 2017-740-02879 with respect to Pay as Cut Timber Cutting Right Contract No. 565-17-17 dated August 25, 2017, between LRT III LLC, as seller, and Swanson Group MFG, as purchaser.


2.	Notification of Operations/Permit # 2017-740-13721 with respect to Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between LRT III LLC, as seller, and D&H Logging Co., as purchaser.


3.	Notification of Operations/Permit # 2017-740-03519 with respect to Contract No. 565-17-22 dated October 9, 2017, between LRT III LLC, and Scott Timber Co., and the related Temporary Access Letter Agreement for Adamek Timber Sale dated October 3, 2017, between LRT III LLC, and Scott Timber Co.


•	Temporary Access Licenses


1.	License Agreement dated May 2, 2017, between LRT III LLC, as Licensor, and Southport Forest Products, LLC, as Licensee.


2.	Short Form Tramway Agreement (Tailholds/Guylines) dated June 14, 2017, between LRT III LLC, as licensor, and Moore Mill & Lumber Co., as licensee.


3.	Temporary Access Letter Agreement for Crosby Road dated March 12, 2018, between LRT III LLC, and 3H Forestry & Land Management.


4.	Temporary Access Letter Agreement for the Elk Creek LWD Placement dated February 1, 2018, between LRT III LLC, and Coquille Watershed Association.

Exhibit 2 to Third Amendment to Option Agreement

97949213.6 0067129-00001


5.	Temporary Access Letter Agreement for Adamek Timber Sale dated October 3, 2017, between LRT III LLC, and Scott Timber Co.


•	Permits


1.	Permit for Water Line dated March 6, 2017, between LRT III LLC, as landowner, and William and Donna Wassman, as permittee.


2.	Permit for Water Line dated May 15, 2017, between LRT III LLC, as landowner, and Robert Anderson, as permittee.


•	Hunting License Agreements


1.	Hunting License Agreement dated March 12, 2018, between LRT III LLC, as licensor, and Ted McNeely, as licensee.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018, between LRT III LLC and the Board of Commissioners of Coos County, Oregon.”

Exhibit 2 to Third Amendment to Option Agreement

97949213.6 0067129-00001

EXHIBIT 3

Amended and Restated Exhibit F to Option Agreement

“ EXHIBIT F

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement” ), dated as of _______________ ___, 2018, is by and between LRT III LLC, a Delaware limited liability company (“ Assignor” ), and ________________, a _________________ (“ Assignee” ).

For good and valuable consideration as recited in the Option Agreement, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment . Effective as of the Closing Date, Assignor, to the extent of its interest therein, hereby sells, assigns, transfers and conveys to Assignee, to the extent assignable, all of Assignor’s right, title and interest in, to and under the Unrecorded Encumbrances set forth on attached Exhibit A (the “ Assignment” ).

3. Indemnification .

Exhibit 3 to Third Amendment to Option Agreement

97949213.6 0067129-00001

perform the obligations under the Unrecorded Encumbrances set forth on attached Exhibit A , arising on or after the Closing Date.

(b) Assignor hereby agrees to indemnify, defend and hold harmless Assignee for, from and against, and will reimburse Assignee for, any and all actions, claims, costs, damages, demands, expenses (including reasonable attorneys’ fees), loss and liability, of any nature whatsoever, arising out of or in any way related to the failure of Assignor to pay and perform the obligations under the Unrecorded Encumbrances set forth on attached Exhibit A arising prior to the Closing Date.

[ Signatures on following pages. ]

Exhibit 3 to Third Amendment to Option Agreement

97949213.6 0067129-00001

Assignor :

LRT III LLC,

a Delaware limited liability company

By:

Name:

Title:

Assignee :

_____________________,

a ________________________

By:

Name:

Title:

Exhibit 3 to Third Amendment to Option Agreement

97949213.6 0067129-00001

EXHIBIT A

Assignment and Assumption Agreement


•	Timber Cutting Agreement

Pay as Cut Timber Cutting Right Contract No. 565-17-17 dated August 25, 2017, between LRT III LLC, as seller, and Swanson Group MFG, as purchaser, together with those certain Holdback Instructions to AmeriTitle, Escrow No. 195922AM, and also together with that certain Payment and Performance Bond No. CA1990551 between Swanson Group Mfg LLC., as the Principal, and Great American Insurance Company, as the Surety, with LRT III, LLC, as the obligee.


2.	Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between LRT III LLC, as seller, and D&H Logging Co., as purchaser.


•	Notification of Operations/Permits


1.	Notification of Operations/Permit # 2017-740-02879 with respect to Pay as Cut Timber Cutting Right Contract No. 565-17-17 dated August 25, 2017, between LRT III LLC, as seller, and Swanson Group MFG, as purchaser.


2.	Notification of Operations/Permit # 2017-740-13721 with respect to Pay as Cut Timber Cutting Right Contract No. 565-17-25 dated December 4, 2017, between LRT III LLC, as seller, and D&H Logging Co., as purchaser.


3.	Notification of Operations/Permit # 2017-740-03519 with respect to Contract No. 565-17-22 dated October 9, 2017, between LRT III LLC, and Scott Timber Co., and the related Temporary Access Letter Agreement for Adamek Timber Sale dated October 3, 2017, between LRT III LLC, and Scott Timber Co.


•	Temporary Access Licenses


1.	License Agreement dated May 2, 2017, between LRT III LLC, as Licensor, and Southport Forest Products, LLC, as Licensee, together with that certain Road Use Permit or License Agreement Bond No. CA 1848065 between Southport Forest Products, LLC, as the Principal, and Great American Insurance Company, as the Surety, with LRT III, LLC, as the obligee.


2.	Short Form Tramway Agreement (Tailholds/Guylines) dated June 14, 2017, between LRT III LLC, as licensor, and Moore Mill & Lumber Co., as licensee.

Exhibit 3 to Third Amendment to Option Agreement

97949213.6 0067129-00001


3.	Temporary Access Letter Agreement for Crosby Road dated March 12, 2018, between LRT III LLC, and 3H Forestry & Land Management.


4.	Temporary Access Letter Agreement for the Elk Creek LWD Placement dated February 1, 2018, between LRT III LLC, and Coquille Watershed Association.


5.	Temporary Access Letter Agreement for Adamek Timber Sale dated October 3, 2017, between LRT III LLC, and Scott Timber Co.


•	Other Permits


1.	Permit for Water Line dated March 6, 2017, between LRT III LLC, as landowner, and William and Donna Wassman, as permittee.


2.	Permit for Water Line dated May 15, 2017, between LRT III LLC, as landowner, and Robert Anderson, as permittee.


•	Hunting License Agreements


1.	Hunting License Agreement dated March 12, 2018, between LRT III LLC, as licensor, and Ted McNeely, as licensee.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018, between LRT III LLC and the Board of Commissioners of Coos County, Oregon.”

Exhibit 3 to Third Amendment to Option Agreement

97949213.6 0067129-00001

Exhibit 10.42

FIRST AMENDMENT TO

OPTION AGREEMENT

This First Amendment to Option Agreement (“ First Amendment ”) is made and entered into effective as of June 28, 2018 (the “ Effective Date ”), by and between LRT IV LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, relating to certain timberlands in Coos and Curry Counties, Oregon (the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement;

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date, and change the Threshold Amount definition.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

SGR/18706585.2

97465975.4 0067129-00001

If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Period to July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $163,050 (the “ Second Option Payment ”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Period to August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $112,874 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period unless the Third Option Payment is made by on or before August 1, 2018. The Second Option Payment and the Third Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

b. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

c. Conditions of Property; Damage; Condemnation . Sections 8(b)(i), (ii) and (iii) of the Option Agreement are amended and restated in their entirety to read as follows:

97465975.4 0067129-00001

3. Title . Sections 5(b), (c) and (d) of the Option Agreement are hereby amended and restated in their entirety and read as follows:

97465975.4 0067129-00001

4. Effect of Amendment . Except as expressly modified by this First Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

6. [Signatures commence on following page]

97465975.4 0067129-00001

Exhibit 10.42



		SELLER : LRT IV LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to First Amendment to Option Agreement - LRT IV]

Exhibit 10.42



Date of Purchaser’s Execution: June 29, 2018		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ Brian M. Davis (SEAL) Name: Brian M. Davis Title: CFO

[Signature Page to First Amendment to Option Agreement - LRT IV]

Exhibit 10.43

SECOND AMENDMENT TO

OPTION AGREEMENT

This Second Amendment to Option Agreement (“ Second Amendment ”) is made and entered into effective as of August 3, 2018 (the “ Effective Date ”), by and between LRT IV LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, relating to certain timberlands in Coos County, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, Purchaser wishes to extend the Option Period and the Closing Date under the Option Agreement; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, extend the Option Period and the Closing Date.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

2. Grant and Terms of Option . Section 1 of the Option Agreement is amended and restated in its entirety as follows:

Exhibit 10.43

the Property for the price and on the terms and conditions set forth in this Agreement. If the Option is not exercised prior to July 10, 2018, Purchaser may extend the Option Expiration Time to 5:00 pm Eastern Time on July 17, 2018 with notice and a second option payment to Seller on or before July 10, 2018 in the amount of $163,050 (the “ Second Option Payment ”). If the Option is not exercised prior to July 17, 2018, Purchaser may further extend the Option Expiration Time to 5:00 pm Eastern Time on August 4, 2018 by notice to Seller prior to July 17, 2018 and a third option payment delivered to Seller on or before August 1, 2018 in the amount of $112,874 (the “ Third Option Payment ”). The extension of the Option Period from July 17, 2018 to August 4, 2018 shall not be effective, notwithstanding the notice of Purchaser to Seller to extend the Option Period, unless the Third Option Payment is made by Purchaser on or before August 1, 2018. If the Option is not exercised prior to August 4, 2018, the Option Expiration Time shall be extended to 5:00 p.m. Eastern Time on August 20, 2018, and Purchaser shall deliver a fourth option payment to Seller on or before August 7, 2018 in the amount of $114,250 (the “ Fourth Option Payment ”). The extension of the Option Period from August 4, 2018 to 5:00 p.m. Eastern Time on August 20, 2018 shall not be effective unless the Fourth Option Payment is made by Purchaser on or before August 7, 2018. The Second Option Payment, the Third Option Payment and the Fourth Option Payment shall be treated as “ Option Consideration ” for all purposes under the Agreement, including being credited against the Purchase Price at Closing. If Purchaser fails to exercise the Option within the Option Period, this Agreement will automatically terminate, Seller will retain the Option Consideration, and Purchaser will have no further right to acquire the Property.”

3. Closing . Section 4(a) of the Option Agreement is amended and restated in its entirety to read as follows:

“If the Option is exercised, the delivery of the funds, documents and instruments for the consummation of the purchase and sale pursuant hereto (herein referred to as the “ Closing ”) shall take place on the date which is ten (10) business days after the date of the Exercise Notice at 10:00 am Pacific Time through the escrow services of First American Title Insurance Company, Six Concourse Parkway, Suite 2000, Atlanta, Georgia 30328 (hereinafter referred to as “ Title Company ” and “ Escrow Agent ”), or on such earlier date and time, and/or such other location, as may be mutually agreeable to Seller and Purchaser; provided , however , that if the Option is exercised on or after August 14, 2018 but before the Option Expiration Time, the Closing shall take place on August 28, 2018 at 10:00 am Pacific Time as set forth above (the actual date on which Closing occurs, the “ Closing Date ”).”

Exhibit 10.43

6. Effect of Amendment . Except as expressly modified by this Second Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

[signatures commence on following page]

Exhibit 10.43



		SELLER : LRT IV LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Second Amendment to Option Agreement - LRT IV]

Exhibit 10.43



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti (SEAL) Name: John D. Capriotti Title: VP – Acquisitions

[Signature Page to Second Amendment to Option Agreement - LRT IV]

Exhibit 10.44

Execution Version

THIRD AMENDMENT TO

OPTION AGREEMENT

This Third Amendment to Option Agreement (“ Third Amendment ”) is made and entered into effective as of August 21, 2018 (the “ Effective Date ”), by and between LRT IV LLC , a Delaware limited liability company (hereinafter referred to as “ Seller ”), and CATCHMARK TIMBER TRUST, INC. , a Maryland corporation (hereinafter referred to as “ Purchaser ”).

WHEREAS, Seller and Purchaser are parties to an Option Agreement dated as of May 30, 2018, as amended by that First Amendment to Option Agreement dated effective as of June 28, 2018, as amended by that Second Amendment to Option Agreement dated effective as of August 3, 2018, relating to certain timberlands in Coos County, Oregon (collectively, the “ Option Agreement ”);

WHEREAS, timber cutting and removal has been completed with respect to that certain Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between Seller, as seller, and 3H Forestry & Land Management, LLC, as purchaser; and

WHEREAS, the parties wish to amend the Option Agreement to, among other things, provide for the assignment of the Timber Cutting Agreements (as defined below) and the notifications of operations/permits in respect thereof at Closing.

NOW, THEREFORE, the parties have agreed and do hereby agree as follows:

1. Defined Terms . Capitalized terms used herein, and not defined herein, shall have the meanings assigned to such terms in the Option Agreement.

a. Purchase Price; Assumed Liabilities . Section 2 of the Option Agreement is amended and restated in its entirety as follows:

“If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “ Purchase Price ”) to be paid by Purchaser for the Property shall be THIRTY NINE MILLION THREE HUNDRED SEVENTY-SIX THOUSAND FIVE HUNDRED EIGHTY-FIVE AND 17/100 DOLLARS ($39,376,585.17) (after giving effect to the increase in price for the Second Option Payment, Third Option Payment and Fourth Option Payment), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller

97967387.8 0067129-00001

at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “ Assumed Liabilities ”).”

b. Closing . Section 4(b)(i) of the Option Agreement is amended and restated in its entirety to read as follows:

c. Title . Section 5(g) of the Option Agreement is amended and restated in its entirety to read as follow:

(ii) Notwithstanding the foregoing romanette (i), as of August 10, 2018 harvest of timber under that certain Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between Seller, as seller, and 3H Forestry & Land Management, LLC, as purchaser (the “ 3H Timber Cutting Agreement ”) on the Harvest Parcel identified as “Macaroni Timber Sale” on Exhibit E has been completed, but the purchaser under the 3H Timber Cutting Agreement has not completed post-harvest contractual obligations. In particular, the purchaser under the 3H Timber Cutting Agreement has not completed pile burning. Seller shall retain all rights to timber removed pursuant to the 3H Timber Cutting Agreement and all proceeds therefrom.

97967387.8 0067129-00001

(iii) Purchaser and Seller acknowledge and agree that Seller shall retain all rights to proceeds from timber removed before August 21, 2018, under that certain Pay as Cut Timber Cutting Right Contract No. 601-17-13 dated April 13, 2017, between Seller, as seller, and Scott Timber Co., as purchaser (the “ Scott Timber Cutting Agreement ”, and together with the 3H Timber Cutting Agreement, the “ Timber Cutting Agreements ”). Purchaser and Seller further acknowledge and agree that subject to and following Closing, Purchaser shall be entitled to all rights to proceeds from timber removed on or after August 21, 2018, under the Scott Timber Cutting Agreement.”

d. Post-Closing Permit Transfer . Section 35 of the Option Agreement is amended and restated in its entirety to read as follows:

“ Post-Closing Obligations .

(i) Post-Closing Proceeds, Bond and Holdback Cooperation . Subject to and following Closing, if Seller receives payments under the Scott Timber Cutting Agreement after August 21, 2018, that belong to Purchaser as provided in Section 5(g)(iii) of this Agreement, such proceeds shall promptly be turned over to Purchaser. Following Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under (y) that certain Timber Performance Bond dated April 14, 2017, by and between Scott Timber Co., as Principal and Argonaut Insurance Company, as Surety, and (z) those certain Holdback Instructions, Escrow No. 169329AM, by and between Scott Timber Co., Seller and AmeriTitle, to the extent required by a counterparty to the same, and to transfer the same to Purchaser.

(ii) Post-Closing LOC and Holdback Cooperation . Following Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under (y) that certain Standby Irrevocable Letter of Credit Number 1375260-167, issued by First Community Credit Union, and naming Seller as Beneficiary, and (z) those certain Holdback Instructions, Escrow No. 198758AM, by and between 3H Forestry & Land Management, LLC, Seller and AmeriTitle, to the extent required by a counterparty to the same, and to transfer the same to Purchaser.

(iii) Post-Closing License Agreement LOC-Bond Cooperation . Following Closing, Seller shall use commercially reasonable efforts to cooperate with Purchaser with respect to any required draw or release, as applicable, under that certain Irrevocable Letter of Credit-Performance Bond Number 1375260-167,

97967387.8 0067129-00001

issued by First Community Credit Union, and naming Seller as Beneficiary, and to transfer the same to Purchaser.

(iv) Survival of Section 35 . This Section 35 shall survive the Closing and the execution and delivery of the Deed.”

e. Exhibit B . Exhibit B of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 1 attached hereto.

f. Exhibit C . Exhibit C of the Option Agreement is amended to delete item number 16 from such exhibit.

g. Exhibit D . Exhibit D of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 2 attached hereto.

h. Exhibit F . Exhibit F of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 3 attached hereto.

i. Exhibit H . Exhibit H of the Option Agreement is deleted in its entirety.

j. Exhibit J . The second paragraph of Exhibit J of the Option Agreement is amended and restated in its entirety to read as follows:

“KNOW ALL MEN BY THESE PRESENTS, that Seller for the consideration stated in the Option Agreement and other good and valuable consideration paid to Seller by Purchaser, the receipt and sufficiency of which are hereby acknowledged, hereby sells and delivers unto Purchaser the Personal Property more particularly described on attached Exhibit A . The seed described on attached Exhibit A shall be made physically available to Purchaser at IFA Nurseries, Inc.’s, storage facility in Canby, Oregon, from and after Closing, at no additional cost or expense to Purchaser; provided , however , that Purchaser shall assume and pay for the costs of storage and management of the seed arising from and after the Closing. The seedlings described on attached Exhibit A shall be made physically available to Purchaser at Rayonier’s cooler located in Coos Bay, Oregon, from January through March 2019, at no additional cost or expense to Purchaser; provided , however , that Purchaser shall assume and pay for the costs of storage and management of the seedlings arising from and after January 1, 2019. Scheduling for pick-up will be dependent on lifting and packaging at the nursery, which can be delayed due to weather constraints.”

97967387.8 0067129-00001

In addition, the signature block of Exhibit J of the Option Agreement is amended to add the following:

“For the sole purpose of acknowledging and agreeing to the provisions of this Bill of Sale applicable to the seedlings.

Coast Range Buyer, LLC

By: _________________

Name: _______________

Title: ________________”

k. Exhibit K . Exhibit K of the Option Agreement is amended to change the Real Property allocation stated therein to “$39,273,468.50” and the total value allocated to “$39,376,585.17.”

l. Schedule 4(b)(vi) . Schedule 4(b)(vi) of the Option Agreement is amended and restated in its entirety as set forth on Exhibit 4 attached hereto.

3. Effect of Amendment . Except as expressly modified by this Third Amendment, the Option Agreement remains in full force and effect, and is hereby ratified and confirmed.

97967387.8 0067129-00001

that delivery by electronic means of a signed counterpart of this Third Amendment will be deemed the same as delivery of the original counterpart. Upon request of the other party, a party delivering an electronic counterpart of this Third Amendment will provide to the requesting party a signed original of this Third Amendment.

[signatures commence on following page]

97967387.8 0067129-00001

Exhibit 10.44

Execution Version



		SELLER : LRT IV LLC , a Delaware limited liability company By: /s/ Charles L. VanOver Name: Charles L. VanOver Title: Vice President

[Signature Page to Third Amendment to Option Agreement - LRT IV]

Exhibit 10.44

Execution Version



		PURCHASER : CATCHMARK TIMBER TRUST, INC. , a Maryland corporation By: /s/ John D. Capriotti _________ (SEAL) Name: John D. Capriotti _________ Title: V.P. of Acquisitions

[Signature Page to Third Amendment to Option Agreement - LRT IV]

EXHIBIT 1

Amended and Restated Exhibit B to Option Agreement

“ EXHIBIT B

FORM OF SPECIAL WARRANTY DEED



After Recording, Return To: [_____________] [_____________] [_____________] Until A Change Is Requested, Send All Tax Statements To: [_____________] [_____________] [_____________]

Space above reserved for recorder

STATUTORY SPECIAL WARRANTY DEED

LRT IV LLC, a Delaware limited liability company, successor by merger to LRT Olympus LLC, a Delaware limited liability company (“ Grantor ”), conveys and specially warrants to [_______________], a [_______________] (“ Grantee ”), the real property located in Coos County, Oregon, described on the attached Exhibit A , together with Grantor’s right, title and interest in the following: all buildings, structures, and other improvements located thereon, all tenements, hereditaments, easements, appurtenances and privileges thereto belonging, all trees, timber, sand, gravel, rock and crops now located thereon or thereunder, and all oil, gas and mineral rights and interests in said real property not reserved or conveyed by Grantor or Grantor’s predecessors in title (collectively, the “ Property ”), free of encumbrances created or suffered by the Grantor except as specifically set forth herein.

SUBJECT TO, and excepting and excluding from the covenants and warranties described herein and in ORS 93.855, the matters set forth on attached Exhibit B .

The true consideration for this conveyance is $_______________.

Exhibit 1 to Third Amendment to Option Agreement

97967387.8 0067129-00001

BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.

DATED as of [_____________________], 2018.

LRT IV LLC ,

a Delaware limited liability company

By:

Name: Charles L. VanOver

Title: Vice President

STATE OF ___________ )

)ss.

County of ____________ )

The foregoing instrument is acknowledged before on ___ of _________, 2018, by Charles L. VanOver as Vice President of LRT IV LLC, a Delaware limited liability company.

Notary Public for ___________________________

Commission No.:

My commission expires:

Exhibit 1 to Third Amendment to Option Agreement

97967387.8 0067129-00001

Exhibit A

Legal Description of Property

[ Insert legal description ]

Exhibit 1 to Third Amendment to Option Agreement

97967387.8 0067129-00001

Exhibit B

Exceptions to Title


1.	[INSERT PERMITTED ENCUMBRANCES THAT BECOME PERMITTED ENCUMBRANCES UNDER THE AGREEMENT AND EXHIBIT C (OF OPTION AGREEMENT) MATTERS]”

EXHIBIT 2

Amended and Restated Exhibit D to Option Agreement

“ EXHIBIT D

Schedule of Unrecorded Encumbrances


•	Timber Cutting Agreements


1.	Pay as Cut Timber Cutting Right Contract No. 601-17-13 dated April 13, 2017, between LRT IV LLC, as seller, and Scott Timber Co., as purchaser, together with those certain Holdback Instructions, Escrow No. 169329AM, between such parties and AmeriTitle.


2.	Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between LRT IV LLC, as seller, and 3H Forestry & Land Management, LLC, as purchaser, together with those certain Holdback Instructions, Escrow No. 198758AM, between such parties and AmeriTitle.


•	Notifications of Operations/Permits


1.	Notification of Operations/Permit # 2017-740-06851 with respect to Pay as Cut Timber Cutting Right Contract No. 601-17-13 dated April 13, 2017, between LRT IV LLC, as seller, and Scott Timber Co., as purchaser.


2.	Notification of Operations/Permit # 2017-740-11239 with respect to Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between LRT IV LLC, as seller, and 3H Forestry & Land Management, LLC, as purchaser.


•	Temporary Access Licenses


1.	License Agreement dated May 15, 2017, between LRT IV LLC, as Licensor, and 3H Forestry & Land Management LLC, as Licensee.


2.	Temporary Access Letter Agreement for Crosby Road dated March 12, 2018, between LRT IV LLC, and 3H Forestry & Land Management.


3.	Temporary Access Letter Agreement for Crosby Road dated March 20, 2018, between LRT IV LLC, and Juniper Properties, LLC, as supplemented by that Letter Agreement regarding rock loads dated March 23, 2018, by Lone Rock Timber Management Company.


4.	United States Department of Agriculture Letter Agreement dated March 12, 2018, to LRT IV LLC regarding access for forest inventory survey of Oregon Plot ID #82178.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018, between LRT IV LLC and the Board of Commissioners of Coos County, Oregon.


•	Seed Orchard Agreements

Management Agreement dated February 12, 2007, between Menasha Forest Products Corporation, Oregon Department of Forestry, Lone Rock Timber Company and Pacific West Timber Company, with respect to the South Central Coast Cooperative Seed Orchard at the J.E. Schroeder Orchard Complex, as supplemented by Addendum #1 to the Management Agreement dated July 1, 2016, between such parties together with Coast Range Buyer, LLC, and Rayonier Operating LLC, as further supplemented by that Merger of Coast Range Buyer, LLC, into the South Central Coast Douglas-Fir Seed Orchard Management Agreement (MOU) dated August 26, 2017, by Coast Range Buyer, LLC, insofar as it relates to a 19% interest therein that LRT IV LLC will endeavor to acquire from Coast Range Buyer, LLC, by or after Closing pursuant to Section 39 of this Agreement.”

EXHIBIT 3

Amended and Restated Exhibit F to Option Agreement

“ EXHIBIT F

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement” ), dated as of _______________ ___, 2018, is by and between LRT IV LLC, a Delaware limited liability company (“ Assignor” ), and ________________, a _________________ (“ Assignee” ).

Assignor and CatchMark Timber Trust, Inc., a Maryland corporation (“ CTT ”) have entered into that certain Option Agreement, dated as of _____________ ____, 2018, by and between Assignor, as seller, and CTT[, as buyer, as assigned by CTT to Assignee] (as it may have been amended, the “ Option Agreement” ). All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Option Agreement.

For good and valuable consideration as recited in the Option Agreement, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignment . Effective as of the Closing Date, Assignor, to the extent of its interest therein, hereby sells, assigns, transfers and conveys to Assignee, to the extent assignable, all of Assignor’s right, title and interest in, to and under the Unrecorded Encumbrances, other agreements and [Seed Orchard Agreements] set forth on attached Exhibit A (the “ Assignment” ).

3. Indemnification .

(a) Assignee hereby agrees to indemnify, defend and hold harmless Assignor for, from and against, and will reimburse Assignor for, any and all actions, claims, costs, damages, demands, expenses (including reasonable attorneys’ fees), loss and liability, of any nature whatsoever, arising out of or in any way related to the Assumed Liabilities and to the failure of Assignee to pay and perform the obligations under the Unrecorded Encumbrances, other agreements [and Seed Orchard Agreements] set forth on attached Exhibit A , arising on or after the Closing Date.

(b) Assignor hereby agrees to indemnify, defend and hold harmless Assignee for, from and against, and will reimburse Assignee for, any and all actions, claims, costs, damages, demands, expenses (including reasonable attorneys’ fees), loss and liability, of any nature whatsoever, arising out of or in any way related to the failure of Assignor to pay and perform the obligations under the Unrecorded Encumbrances, other agreements [and Seed Orchard Agreements] set forth on attached Exhibit A arising prior to the Closing Date.

[ Signatures on following pages. ]

Assignor :

LRT IV LLC,

a Delaware limited liability company

By:

Name:

Title:

Assignee :

_____________________,

a ________________________

By:

Name:

Title:

EXHIBIT A

Assignment and Assumption Agreement


•	Timber Cutting Agreement

Pay as Cut Timber Cutting Right Contract No. 601-17-13 dated April 13, 2017, between LRT IV LLC, as seller, and Scott Timber Co., as purchaser, together with those certain Holdback Instructions, Escrow No. 169329AM, between such parties and AmeriTitle, and also together with that certain Timber Performance Bond dated April 14, 2017, by and between Scott Timber Co., as Principal and Argonaut Insurance Company, as Surety.

Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between LRT IV LLC, as seller, and 3H Forestry & Land Management, LLC, as purchaser, together with those certain Holdback Instructions to AmeriTitle, Escrow No. 198758AM, between such parties, and also together with that certain Standby Irrevocable Letter of Credit No. 1375260-167 dated September 15, 2017, issued by First American Community Credit Union for the benefit of LRT IV LLC.


•	Notification of Operations/Permit


1.	Notification of Operations/Permit # 2017-740-06851 with respect to Pay as Cut Timber Cutting Right Contract No. 601-17-13 dated April 13, 2017, between LRT IV LLC, as seller, and Scott Timber Co., as purchaser.


2.	Notification of Operations/Permit # 2017-740-11239 with respect to Pay as Cut Timber Cutting Right Contract No. 601-17-22 dated September 21, 2017, between LRT IV LLC, as seller, and 3H Forestry & Land Management, LLC, as purchaser.


•	Temporary Access Licenses


1.	License Agreement dated May 15, 2017, between LRT IV LLC, as Licensor, and 3H Forestry & Land Management LLC, as Licensee, together with that certain Irrevocable Letter of Credit-Performance Bond Number 1375260-167, issued by First Community Credit Union, and naming Seller as Beneficiary.


2.	Temporary Access Letter Agreement for Crosby Road dated March 12, 2018, between LRT IV LLC, and 3H Forestry & Land Management.


3.	Temporary Access Letter Agreement for Crosby Road dated March 20, 2018, between LRT IV LLC, and Juniper Properties, LLC, as supplemented by that Letter Agreement regarding rock loads dated March 23, 2018, by Lone Rock Timber Management Company.


4.	United States Department of Agriculture Letter Agreement dated March 12, 2018, to LRT IV LLC regarding access for forest inventory survey of Oregon Plot ID #82178.


•	Other Agreements


1.	Contract for Patrol of Timberlands (Sheriff’s Office) dated effective July 1, 2018, between LRT IV LLC and the Board of Commissioners of Coos County, Oregon.


•	[Seed Orchard Agreements]

[ To be determined .]”

EXHIBIT 4

Amended and Restated Schedule 4(b)(vi) to Option Agreement

“ Schedule 4(b)(vi)

Personal Property

Seed In Storage


•	183.04 lbs. of tree seed in storage at IFA Nurseries, Inc. (Gen 1 Stock) with a value of $92,500, as set forth below:

Seed ID Pounds of Seed

24363 80.04

24237 79.94

24413 4.55

24384 7.79

24366 5.43

24416 5.29

183.04

The seed described above shall be made physically available to Purchaser at IFA Nurseries, Inc.’s, storage facility in Canby, Oregon, from and after Closing, at no additional cost or expense to Purchaser; provided , however , that Purchaser shall assume and pay for the costs of storage and management of the seed arising from and after the Closing.

Seedlings


•	91,000 seedlings allocated from Coast Range Buyer, LLC 2019 Seed Order from IFA Nurseries, Inc., from the following three lots:



IFA ID #	Species	Stock Types	Growing Facility	Seedlot
CE17294	DF	S1-1	CE	Coquille 17 Low
EE17296	DF	S1-1	EE	Coquille Inland 08
EE17297	DF	S1-1	EE	Coquille 17 High-08

The seedlings described above shall be made physically available to Purchaser at Rayonier’s cooler located in Coos Bay, Oregon, from January through March 2019, at no additional cost or expense to Purchaser; provided , however , that Purchaser shall assume and pay for the costs of storage and management of the seedlings arising from and after January 1, 2019. Scheduling for pick-up will be dependent on lifting and packaging at the nursery, which can be delayed due to weather constraints.”

Exhibit 1 to Third Amendment to Option Agreement

97967387.8 0067129-00001

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT



Subsidiary		State of Organization
CatchMark LP Holder, LLC		Delaware
CatchMark Timber Operating Partnership, L.P.		Delaware
Timberlands II, LLC		Delaware
CatchMark Texas Timberlands, GP, LLC		Texas
CatchMark Texas Timberlands, L.P.		Texas
CatchMark Southern Holdings II GP, LLC		Delaware
CatchMark Southern Timberlands II, L.P.		Delaware
CatchMark South Carolina Timberlands, LLC		South Carolina
Creek Pine Holdings, LLC		Delaware
Triple T GP, LLC		Delaware
CatchMark Timber TRS, Inc.		Delaware
CatchMark HBU, LLC		Delaware
CatchMark TRS Harvesting Operations, LLC		Delaware
CatchMark TRS Harvesting Operations II, LLC		Delaware
CatchMark TRS Creek Management, LLC		Delaware
CatchMark TRS Investments, LLC		Delaware
CatchMark TRS Management, LLC		Delaware
CTT Employee, LLC		Delaware

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-218466 on Form S-3 and Registration Statements No. 333-191916 and No. 333-219402 on Form S-8 of our reports dated March 1, 2019, relating to the consolidated financial statements of CatchMark Timber Trust, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

March 1, 2019

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No. 333-218466 on Form S-3 and in Registration Statements No. 333-191916 and No. 333-219402 on Form S-8 of CatchMark Timber Trust, Inc. of our report dated March 1, 2019, relating to the financial statements of TexMark Timber Treasury, L.P., appearing in this Annual Report on Form 10-K of CatchMark Timber Trust, Inc. for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

March 1, 2019

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jerry Barag, certify that:


1.	I have reviewed this annual report on Form 10-K of CatchMark Timber Trust, Inc. ;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Dated: March 1, 2019	By:	/s/ JERRY BARAG
		Jerry Barag
		Chief Executive Officer and President

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian M. Davis, certify that:


1.	I have reviewed this annual report on Form 10-K of CatchMark Timber Trust, Inc. ;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Dated: March 1, 2019	By:	/s/ BRIAN M. DAVIS
		Brian M. Davis
		Senior Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)

In connection with the Annual Report of CatchMark Timber Trust, Inc. (the “Registrant”) on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Jerry Barag, Chief Executive Officer and President of the Registrant, and Brian M Davis, Senior Vice President and Chief Financial Officer of the Registrant, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that, to the best of our knowledge and belief:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.



/s/ JERRY BARAG
Jerry Barag
Chief Executive Officer and President
March 1, 2019

/s/ BRIAN M. DAVIS
Brian M. Davis
Senior Vice President and Chief Financial Officer
March 1, 2019

EXHIBIT 99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





Financial Statements		Page

Report of Independent Auditor		2

Consolidated Balance Sheet as of December 31, 2018		3

Consolidated Statement of Operations for the period from inception to December 31, 2018		4

Consolidated Statement of Comprehensive Loss for the period from inception to December 31, 2018		5

Consolidated Statement of Partners’ Capital for the period from inception to December 31, 2018		6

Consolidated Statement of Cash Flows for the period from inception to December 31, 2018		7

Notes to Consolidated Financial Statements		8

INDEPENDENT AUDITOR’S REPORT

To the Partners of
TexMark Timber Treasury, L.P. and Subsidiaries:

We have audited the accompanying consolidated financial statements of TexMark Timber Treasury, L.P. and Subsidiaries (the "Partnership"), which comprise the balance sheet as of December 31, 2018, and the related statements of operations, comprehensive loss, partners’ capital, and cash flows for the period from July 6, 2018 (Inception) to December 31, 2018, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Partnership's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TexMark Timber Treasury, L.P. and Subsidiaries as of December 31, 2018, and the results of its operations and its cash flows for the period from July 6, 2018 (Inception) to December 31, 2018, in accordance with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Atlanta, GA
March 1, 2019

TEXMARK TIMBER TREASURY, L.P.

CONSOLIDATED BALANCE SHEET



Assets:				December 31, 2018
	Cash and cash equivalents			$	39,299,813
	Accounts receivable			3,948,708
	Inventory			1,359,225
	Prepaid expenses and other assets			1,170,775
	Deferred financing costs, net of accumulated amortization			889,637
	Timber assets, at cost:
		Timber and timberlands, net		1,560,745,041
			Total assets	$	1,607,413,199

Liabilities:
	Accounts payable and accrued expenses			$	8,342,219
	Asset management fee payable			2,702,792
	Other liabilities			7,279,847
	Intangible contract liability, net of accumulated amortization			149,213,236
	Notes payable and line of credit, net of deferred financing costs			587,072,185
			Total liabilities	$	754,610,279

Partners' Capital:
	Common partner's capital			$	90,449,575
	Preferred partners' capital			762,353,345
			Total partners' capital	$	852,802,920

			Total liabilities and partners' capital	$	1,607,413,199

See accompanying notes.

TEXMARK TIMBER TREASURY, L.P.

CONSOLIDATED STATEMENT OF OPERATIONS



		Period from Inception to
		December 31, 2018
Revenues:
	Timber sales	$	44,106,911
	Timber sales - intangible contract liability amortization	6,886,764
	Other revenue	6,151,021
		57,144,696
Expenses:
	Contract logging & hauling cost	31,625,754
	Depletion	15,846,279
	Forestry management fees	5,456,138
	General and administrative expenses	1,860,215
	Asset management fee	5,258,693
	Other operating expenses	4,997,571
		65,044,650

Operating loss		(7,899,954)

Other income (expense):
	Interest income	514,087
	Interest expense	(13,260,212)
		(12,746,125)

Net loss		$	(20,646,079	)

See accompanying notes.

TEXMARK TIMBER TREASURY, L.P.

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS



	Period from Inception to
	December 31, 2018
Net loss	$	(20,646,079	)
Other comprehensive income (loss):
Market value adjustment to interest rate swaps	(2,796,059)
Comprehensive loss	$	(23,442,138	)

See accompanying notes.

TEXMARK TIMBER TREASURY, L.P.

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL



		Common Partner		Preferred Partners		Total Partners' Capital
Balance, July 6, 2018		$ -		$ -		$ -
	Contributions	200,000,000		725,866,142		925,866,142
	Offering costs	(49,621,084)		-		(49,621,084)
	Other comprehensive income (loss)	(2,796,059)		-		(2,796,059)
	Preferred return	(36,487,203)		36,487,203		-
	Net loss	(20,646,079)		-		(20,646,079)
Balance, December 31, 2018		$	90,449,575	$	762,353,345	$	852,802,920

See accompanying notes.

TEXMARK TIMBER TREASURY, L.P.

CONSOLIDATED STATEMENT OF CASH FLOWS



	Period from Inception to
Cash Flows from Operating Activities:	December 31, 2018
Net loss		$	(20,646,079	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion		15,846,279
Noncash interest expense		1,075,618
Noncash amortization income		(6,886,764)
Other amortization		36,052
Changes in assets and liabilities:
Accounts receivable		(1,340,857)
Prepaid expenses and other assets		(602,120)
Inventory		(9,225)
Accounts payable and accrued expenses		7,863,842
Other liabilities		(4,319,303)
Net cash used in operating activities		(8,982,557)

Cash Flows from Investing Activities:
Timberland acquisitions		(1,409,161,071)
Capital expenditures (excluding timberland acquisitions)		(3,920,429)
Net cash used in investing activities		(1,413,081,500)

Cash Flows from Financing Activities:
Proceeds from note payable		600,000,000
Capital contributions – Common Partner		200,000,000
Capital contributions – Preferred Partners		691,387,500
Deferred financing costs paid		(14,888,495)
Offering costs		(15,135,135)
Net cash provided by financing activities		1,461,363,870
Net increase in cash and cash equivalents		39,299,813
Cash and cash equivalents, beginning of period		-
Cash and cash equivalents, end of period		$	39,299,813

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Fair value of intangible contract liability assumed upon timberland acquisition		$	156,100,000
Net liabilities assumed upon acquisition		$	7,438,747
Original issue discount for preferred partners		$	34,478,642

See accompanying notes.

TEXMARK TIMBER TREASURY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018




1.	Organization

TexMark Timber Treasury, L.P. (“Triple T”), a Delaware limited partnership, owns and operates timberlands located in East Texas. Triple T was formed in May 2018 and commenced operations on July 6, 2018. Triple T GP, LLC, a Delaware limited liability company and wholly-owned, indirect subsidiary of CatchMark Timber Trust, Inc. (“CatchMark”), serves as Triple T’s general partner (the “General Partner”). Creek Pine Holdings, LLC, a Delaware limited liability and wholly-owned, indirect subsidiary of CatchMark holds its sole common limited partnership interest (the “Common Partner”) and a consortium of institutional investors (the “Preferred Partners”) hold preferred limited partnership interests. The Common Partner invested $200.0 million in Triple T, equal to 21.6% of the total partnership contributions, and the Preferred Partners invested $725.9 million in Triple T, equal to 78.4% of the total partnership contributions. Each of the Preferred Partners received an original issue discount (“OID”) in the amount of 4.75% of their total partnership contribution, totaling $34.5 million.

Triple T owns its assets and conducts its operations through Creek Pine REIT, LLC (“CP REIT”) and its subsidiaries. CP REIT is a Delaware limited liability company that will elect to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Triple T owns all of the outstanding units of CP REIT, other than 125 Class A Preferred Units issued to individual investors in connection with CP REIT’s qualification as a REIT. CP REIT, through Creek Pine Intermediate, LLC and Creek Pine, LLC, both wholly-owned Delaware limited liability companies, owns all of the outstanding limited partnership interests of Crown Pine Timber 1, L.P. (“CPT1”), a Delaware limited partnership. CPT1 in turn owns all of the outstanding limited liability company interests of Crown Pine Leasing, LLC (“CP Leasing”) and all of the outstanding shares of common stock Crown Pine Realty 1, Inc. (“CP Realty 1”), a Delaware corporation. CP REIT expects to treat CP Realty 1 as a taxable REIT subsidiary. Unless otherwise noted, references herein to Triple T shall include Triple T and all of its subsidiaries, including CP REIT, CPT1, CP Leasing and CP Realty 1.

Limited Partnership Agreement

The Triple T limited partnership agreement (the “LPA”) between the Common Partner and the Preferred Partners provides for a term of five years, which is extendable, subject to certain approvals, to seven and ten years.

The LPA provides for seven board members, three from the Common Partner and four from the Preferred Partners. The Common board members shall have one and two-third votes for each board seat while each of the Preferred Partners’ board members have one vote for each board seat. Subject to certain performance achievement thresholds set forth under the LPA, the Common Partner board member votes can be reduced from one and two-thirds votes to one-third vote for each board seat.

The LPA has liquidation rights and distribution priorities that are significantly different from the Common Partner and Preferred Partners’ stated ownership percentage based on total partnership contributions. The Preferred Partners are entitled to a minimum 10.25% cumulative return on their partnership contributions, plus a complete return of their partnership contributions before any distributions may be made to the Common Partner’s limited partnership interest. The Common Partner’s return is 10.25% per annum. If any cash remains for distribution after payment of each partner’s 10.25% return and return of their partnership contributions, there is participation by the Common Partner’s interest and the Preferred Partners in percentages equal to 30%/70%, respectively, until the Preferred Investors have received an internal rate of return of 12.5% and then 50%/50% or, alternatively, 80%/20%, respectively, to the extent the Preferred Investors receive a return of their partnership contributions prior to the second anniversary of the effective date of the limited partnership agreement, entitling the Preferred Investors to early repayment premiums.

Asset Acquisition

On July 6, 2018, Triple T completed an acquisition of 1.1 million acres of prime East Texas timberlands (the “Triple T Timberlands”) for approximately $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Acquisition Price was funded with partnership contributions and a $600 million, seven - year term loan made pursuant to a credit agreement, dated July 6, 2018, between Triple T, its affiliates and the lenders.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of Triple T have been prepared in accordance with GAAP and shall include the accounts of any VIE in which Triple T or its subsidiaries is deemed the primary beneficiary. With respect to entities that are not VIEs, Triple T’s consolidated financial statements shall also include the accounts of any entity in which Triple T or its subsidiaries owns a controlling financial interest and any limited partnership in which Triple T or its subsidiaries owns a controlling general partnership interest. In determining whether a controlling interest exists, Triple T considers, among other factors, the ownership of voting interests, protective rights, and participatory rights of the investors.

Triple T owns a controlling financial interest in CP REIT, CPT1, CP Realty 1 and CP Leasing, and, accordingly, includes the accounts of these entities in its consolidated financial statements. The financial statements of CP REIT, CPT1, CP Realty 1 and CP Leasing, are prepared using accounting policies consistent with those used by Triple T. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Fair Value Measurements

Triple T estimates the fair value of its assets and liabilities where currently required under GAAP consistent with the provisions of the accounting standard for fair value measurements and disclosures. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending upon availability:


Level 1 —	Assets or liabilities for which the identical term is traded on an active exchange, such as publicly-traded instruments or futures contracts.

Level 2 — Assets and liabilities valued based on observable market data for similar instruments.


Level 3 —	Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would require.

Cash and Cash Equivalents

Triple T considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts.

Accounts Receivable

Accounts receivable are recorded at the original amount earned, net of allowances for doubtful accounts, which approximates fair value. Accounts receivable are deemed past due based on their respective payment terms. Management assesses the realizability of accounts receivable on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible.

Inventory

Inventory is comprised of seed and seedling inventory at the Triple T tree orchard and nursery. Triple T currently grows seedlings needed for reforestation based on current and prior-year harvest levels. Any seedlings grown in excess of its internal reforestation needs are sold to outside third-party customers.

In accordance with Accounting Standards Codification (“ASC”) 905 – Agriculture , all direct and indirect costs of growing crops are accumulated into inventory until the time of harvest. Upon planting onto Triple T timberlands, amounts are reclassified at cost out of inventory and into timber assets. Upon a sale to third-party customers, amounts are reclassified at cost into cost of goods sold, which is recorded as Other Operating Expenses on the consolidated statement of operations.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets are primarily comprised of prepaid insurance, prepaid rent, and fixed assets. Prepaid expenses are expensed over the applicable usage period or reclassified to other asset accounts upon being put into service in future periods. Balances without future economic benefit are written off as they are identified.

Deferred Financing Costs

Deferred financing costs are comprised of costs incurred in connection with securing financing from third-party lenders and are capitalized and amortized on a straight-line basis (which approximates the effective interest rate method) over the terms of the related financing arrangements. Deferred financing costs relating to term loans and delayed-draw term facility are presented as a direct deduction from the carrying amount of the related debt liability on the accompanying consolidated balance sheet and costs associated with revolving credit facilities are presented as an asset on the accompanying consolidated balance sheet.

For further information regarding Triple T’s credit agreements, outstanding balance of debt and associated deferred financing costs, please refer to Note 5 – Notes Payable and Line of Credit . From inception through December 31, 2018, Triple T recognized amortization of deferred financing costs of approximately $1.1 million, which is included in interest expense in the accompanying consolidated statement of operations.

Timber Assets

Timber and timberlands, including logging roads, are stated at cost less accumulated depletion for timber harvested and accumulated road amortization. Triple T capitalizes timber and timberland purchases. Reforestation costs, including all costs associated with stand establishment, such as site preparation, cost of seedlings, fertilization, and herbicide application, are capitalized and tracked as premerchantable timber assets by vintage year.

Annually, capitalized reforestation costs for timber that has reached a merchantable age is reclassified into merchantable timber inventory and are depleted as harvested. Timber carrying costs, such as real estate taxes, insect control, wildlife control, leases of timberlands, and forestry management expenses, are expensed as incurred. Costs of major roads are capitalized and amortized over their estimated useful lives. Costs of roads built to access multiple logging sites over numerous years are capitalized and amortized over seven years. Costs of roads built to access a single logging site are expensed as incurred.

Depletion

Triple T recognizes depletion expense as timber is harvested using the straight-line method. Depletion rates are established at least annually by dividing the remaining merchantable inventory book value by current merchantable timber inventory volume.

Evaluating the Recoverability of Timber Assets

Triple T continually monitors events and changes in circumstances that could indicate that the carrying amounts of the timber assets in which Triple T has an ownership interest may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of timber assets may not be recoverable, Triple T assesses the recoverability of these assets by determining whether the carrying value will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. Impairment losses would be recognized for (i) long-lived assets used in Triple T’s operations when the carrying value of such assets exceeds the undiscounted cash flows estimated to be generated from the future operations of those assets, and (ii) long-lived assets held for sale when the carrying value of such assets exceeds an amount equal to their fair value less selling costs. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. Triple T intends to use one harvest cycle for the purpose of evaluating the recoverability of timber and timberlands used in its operations. Future cash flow estimates are based on discounted probability-weighted projections for a range of possible outcomes. Triple T considers assets to be held for sale at the point at which a sale contract is executed and the buyer has made a non-refundable earnest money deposit against the contracted purchase price. Triple T has determined that there has been no impairment of its long-lived assets to date.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of timberland properties, Triple T allocates the purchase price to tangible assets, consisting of timberland, timber, and buildings and equipment, and identified intangible assets and liabilities, which may include values associated with in-place leases or supply agreements, based in each case on management’s estimate of their fair values.

Intangible Contract Assets and Liabilities

In-place wood supply agreements with Triple T as the supplier of wood to third-party customers have value associated with the delivered product pricing rates that are above or below market rates. The value of such contracts is calculated by taking the difference between the fair value of the property with the in-place wood supply agreements and the fair market value of the property without the in-place wood supply agreements, and instead, using current market pricing data for cash flow assumptions. The value of the above-market or below-market in-place wood supply agreement is recorded as intangible contract asset or liability and is amortized to revenue over the remaining term of the respective supply agreement.

Evaluating the Recoverability of Intangible Contract Assets and Liabilities

The values of the intangible contract assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond with the in-place wood supply agreements. There may be instances in which the intangible contract assets and liabilities becomes impaired, and Triple T is required to amortize the remaining intangible contract assets and liabilities immediately or over a shorter period of time. Contract modifications, including, but not limited to, contract terminations and contract extensions, may impact the value and useful life of in-place wood supply agreements. Such contract modifications will be evaluated for impairment if the original in-place wood supply agreement terms have been modified. Triple T has determined that there has been no impairment in the carrying value of the intangible contract liability held by Triple T to date.

Fair Value of Debt Instruments

Triple T applied the provisions of the accounting standard for fair value measurements and disclosures in estimations of fair value of its debt instruments based on Level 2 assumptions. The fair value of the outstanding notes payable was estimated

based on discounted cash flow analysis using the current observable market borrowing rates for similar types of borrowing arrangements as of the measurement date. The discounted cash flow method of assessing fair value results in a general approximation of book value, and such value may never actually be realized.

Partners’ Capital

As indicated in Note 1 – Organization , the Triple T LPA has liquidation rights and priorities that are significantly different from the Common Partner’s and Preferred Partners’ stated ownership percentage based on total partnership contributions. As such, Triple T uses the hypothetical-liquidation-at-book-value method (“HLBV”) to allocate earnings between the Common Partner and Preferred Partners. The HLBV method is commonly applied to investments in real estate where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income (loss) in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors.

Triple T applies HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that both the Common Partner and Preferred Partners would receive if Triple T were to liquidate all of its assets (as valued in accordance with GAAP) on that date and distribute the cash to the partners based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is each partner’s share of income or loss from Triple T for the period.

Interest Rate Swaps

Triple T has entered into interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. Triple T does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. The fair values of interest rate swaps are recorded as either prepaid expenses and other assets or other liabilities in the accompanying consolidated balance sheets. Changes in the fair value of interest rate swaps that are designated as hedges are recorded as other comprehensive income (loss). Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain (loss) on interest rate swap in the consolidated statements of operations. Amounts received or paid under interest rate swaps are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment.

Triple T applied the provisions of the accounting standard for fair value measurements and disclosures in recording its interest rate swaps at fair value. The fair value of the interest rate swaps, classified under Level 2, was determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of Triple T’s credit standing, credit risk of counterparties, and reasonable estimates about relevant future market conditions.

Revenue Recognition

Effective upon acquisition on July 6, 2018, Triple T has early adopted ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) . In accordance with ASC 606 – Revenue from Contracts with Customers , revenue will be recognized when the following criteria are met: (i) persuasive evidence of a contract with customer exists, (ii) identifiable performance obligations under the contract exists, (iii) price and quantity are determinable for each performance obligation, (iv) transaction price is allocated to each performance obligation, and (v) legal ownership and the risk of loss are transferred to the purchaser for each performance obligation. Triple T derives a majority of its revenues from timber sales, timberland sales, recreational leases and surface use revenues.

(a) Timber Sales Revenue

Triple T generates its timber sales revenue from delivered wood sales, stumpage sales, and lump-sum sales with retained economic interests. Revenue for timber sales is recognized when the risk of loss passes to the customer. Only one performance

obligation is associated with timber sales and it is satisfied when timber is delivered to or severed by the customer in an amount that reflects the consideration expected to be received.

Contractual terms of each timber sale, including pricing and volume for the respective product, are negotiated and entered into by the field managers. In delivered wood sales, product pricing includes amount sufficient to cover costs of contracting third-party logging crews to harvest and haul timber to the customers. Revenue is recognized when timber is delivered to the customer and the sales volume/value is known when timber crosses the customers’ scale. Stumpage sales are typically executed using pay-as-cut contracts, where a purchaser acquires the right to harvest specified timber on a designated tract for a set period of time at agreed-upon unit prices. Revenue is recognized when timber is severed under pay-as-cut contracts. In a lump-sum sales contract with retained economic interests, Triple T receives advance payments for the standing timber specified in the contract and the customer is responsible for cutting and hauling the timber. Triple T satisfies its performance obligation when timber is severed, at which time revenue is recognized. Contract payments are generally due within a month from the date timber is harvested and/or delivered. The transaction price for timber sales is determined using contractual rates applied to harvest volumes.

(b) Timberland Sales Revenue

Recreational lease revenue is derived from the leasing of the right to use Triple T’s timberland. The agreed-upon transaction price of a lease is generally paid in full at the beginning of the lease term and recorded as deferred revenue. Performance obligations associated with a recreational lease are generally met over the period of the lease term. Revenue is recognized evenly over the lease term as Triple T has satisfied its performance obligation.

(d) Surface Use Revenue

Surface use revenue is derived from the granting of the right to access Triple T’s timberlands through a surface use agreement. The agreed-upon transaction price of the surface use agreement is generally paid in full upon execution of a signed agreement and recorded as other revenue. Performance obligations associated with a surface use agreement are generally met once the customer has received access to the timberland.

Income Taxes

Triple T itself is not subject to income taxes due to its formation as a limited partnership. Triple T owns a direct controlling financial interest in CP REIT and an indirect controlling interest in CPT1, CP Realty 1 and CP Leasing. The ownership structure and resulting tax reporting is as follows:


•	Triple T will pass through all items of income and loss to its partners and is not itself subject to income taxes. This includes any distributions from CP REIT that are classified as dividends for federal income tax purposes.

•

CP REIT will elect to be taxed as a REIT under the Internal Revenue Code and has operated as such since its formation. To qualify to be taxed as a REIT, CP REIT must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its ordinary taxable income to its stockholders. As a REIT, CP REIT generally is not subject to federal income tax on taxable income it distributes to stockholders. If CP REIT fails to qualify as a REIT in any taxable year, it will then be subject to federal and state income taxes on its taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants CP REIT relief under certain statutory provisions.


•	CPT1 is 100% owned by CP REIT and is, therefore, a disregarded entity for federal income tax purposes. As a disregarded entity, 100% of CPT1’s income or loss will be reported by CP REIT. CPT1 owns 100% of CP Leasing, also a disregarded entity for federal income tax purposes. Unless otherwise noted, references herein to

CP REIT shall include CP REIT and its direct and indirect wholly owned subsidiaries CPT1 and CP Leasing, respectively.

•

CP Realty 1 is directly held 100% by CPT 1 and is indirectly held 100% by CP REIT. CP REIT has elected to treat CP Realty 1 as a taxable REIT subsidiary (“TRS”). CP REIT may perform certain non-customary services, including real estate or non-real-estate related services, through CP Realty 1. Earnings from services performed through CP Realty 1 are subject to federal and state income taxes irrespective of the dividends paid deduction available to REITs for federal income tax purposes. In addition, for CP REIT to continue to qualify to be taxed as a REIT, CP REIT’s investment in CP Realty 1 and any other TRSs may not exceed 20% of the value of the total assets of CP REIT.

Deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. Operating loss and tax credit carryforwards, if any, are also factored into the calculation of deferred tax assets and liabilities. Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets or liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets, or portions thereof, will not be realized. No provision for federal income taxes has been made in the accompanying consolidated financial statements, other than the provision relating to CP Realty 1, as Triple T and CP REIT did not generate taxable income for the periods presented. See Note 10 – Income Taxes for more information.

CP REIT and CP Realty 1 are also subject to certain state and local taxes related to the operations of timberland properties in certain locations, which have been provided for in the accompanying consolidated financial statements.

Triple T, CP REIT, and CP Realty 1 are not aware of any tax exposure items as of December 31, 2018 where the entities’ tax position is not more likely than not to be sustained if challenged by the taxing authorities. Each entity recognizes interest expense related to unrecognized tax benefits or underpayment of income taxes in interest expense and recognizes penalties in operating expenses. There has been no interest expense or penalties incurred for the period presented.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, to address concerns about the costs and complexity of complying with the transition provision of the new lease requirements under ASU 2016-02 . The amendments in ASU 2018-01 permit an entity to elect an optional transition practical expedient to not evaluate under Topic 842 its land easements that exist or expired before its adoption of Topic 842 that were not previously accounted for as leases under Topic 840. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to further improve existing guidance; and ASU 2018-11, Leases (Topic 842) : Targeted Improvements, to provide entities with relief from the costs of implementing certain aspects of ASU 2016-02. The standard requires a modified retrospective transition approach, but allows the entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest comparative period presented. ASU 2016-02 and its subsequent updates are effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. Triple T is in the process of evaluating the impact ASU 2016-02 and its amendments will have on its consolidated financial statements.

On July 16, 2018, the FASB issued ASU 2018-09, Codification Improvements. The amendments in this update represent changes to clarify the ASC, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments make the ASC easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the ASC. ASU 2018-09 is effective for annual periods beginning after December 15, 2019, and interim periods therein. Triple T is currently assessing the impact ASU 2018-09 will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which added new disclosure requirements, eliminated and modified existing disclosure requirements on fair value measurement to improve the effectiveness of ASC 820. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Triple T is currently assessing the impact ASU 2018-13 will have on its consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which reduces the cost and complexity of financial reporting associated with consolidation of variable interest entities (VIEs). This guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. ASU 2018-17 is effective for all entities for fiscal years beginning after December 15, 2020, and interim periods therein. Triple T is currently assessing the impact ASU 2018-17 will have on its consolidated financial statements.



3.	Timber Assets

As of December 31, 2018, Triple T owned interests in 1.1 million acres of timberlands in East Texas. As of December 31, 2018, timber and timberlands consisted of the following, respectively:



		As of December 31, 2018
	Gross		Accumulated Depletion or Amortization		Net


Timber	$	743,997,882	$	15,846,279	$	728,151,603
Timberlands	832,528,842		—		832,528,842
Mainline roads	66,079		1,483		64,596
Timber and timberlands	$	1,576,592,803	$	15,847,762	$	1,560,745,041



4.	Intangible Contract Liability

As of December 31, 2018, Triple T had the following gross intangible contract liability:




	Intangible Contract Liability
	Intangible Contract Liability
Gross	$	156,100,000
Accumulated Amortization	(6,886,764)
Net	$	149,213,236

From inception through December 31, 2018, Triple T recognized $6.9M of amortization of the intangible contract liability as Timber sales – intangible contract liability amortization on the accompanying consolidated statement of operations.

The remaining net intangible contract liability as of December 31, 2018 will be amortized as follows:




	Intangible Contract Liability
For the year ending December 31:
2019		$	13,773,529
2020		13,773,529
2021		13,773,529
2022		13,773,529
2023		13,773,529
Thereafter		80,345,591
Total		$	149,213,236
Remaining Amortization Period		10.8 years



5.	Notes Payable and Line of Credit

Credit Agreement

On July 6, 2018, Triple T entered into a credit agreement (the “Triple T Credit Agreement”) with CoBank, ACB (“CoBank”), MetLife Investment Management (“MetLife”), and certain other financial institutions. The Triple T Credit Agreement consists of the following:


•	a $50.0 million five-year revolving credit facility (the “Revolving Credit Facility”)


•	a $100.0 million seven-year delayed-draw term loan facility (the “Delayed-Draw Term Loan”); and


•	a $600.0 million seven-year term loan facility (the “Term Loan”).

As of December 31, 2018, Triple T had the following debt balances outstanding:




Credit Facility		Maturity Date	Interest Rate ⁽¹⁾	Interest Rate ⁽²⁾	Outstanding Balance
Term Loan		7/6/2025	LIBOR + 2.35%	4.81%	$	600,000,000
Less: Net Unamortized Deferred Financing Costs						(12,927,815)
Total					$	587,072,185

(1)	The applicable LIBOR margin on the Term Loan ranges between 2.10% and 2.85%, depending on the loan-to-value (“LTV”) ratio.
(2)	Represents the interest rate as of December 31, 2018. The interest rate excludes the impact of the interest rate swaps, which are not effective until January 17, 2019 (see Note 6 – Interest Rate Swaps ), amortization of deferred financing costs, unused commitment fees and estimated patronage refunds.

Proceeds from the Term Loan were used to partially fund the acquisition of the Triple T Timberlands (see Note 1 – Organization for further information). As of December 31, 2018, $150.0 million remained available under the Triple T Credit Agreement, $50.0 million from the Revolving Credit Facility and $100.0 from the Delayed-Draw Term Loan.

Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnest money deposits, to fund acquisitions in an amount not to exceed $5.0 million, and other general corporate purposes. The Revolving Credit Facility will bear interest at an adjustable rate equal to a base rate plus between 1.00% and 1.75% or a LIBOR rate plus between 2.00% and 2.75%, in each case depending on Triple T’s LTV ratio, and will terminate and all amounts outstanding under the facility will be due and payable on July 6, 2023.

The Delayed-Draw Term Loan may be used for certain corporate matters, as identified in the Triple T Credit Agreement. The Delayed-Draw Term Loan, which is interest only until its maturity date, will bear interest at an adjustable rate equal to a base rate plus between 1.10% and 1.85% or a LIBOR rate plus between 2.10% and 2.85%, in each case depending on Triple T’s LTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on July 6, 2025.

Triple T will pay the lenders an unused commitment fee on the unused portion of the Revolving Credit Facility and Delayed-Draw Term Loan at an adjustable rate ranging from 0.15% to 0.35%, depending on the LTV Ratio.

Triple T’s obligations under the Triple T Credit Agreement are collateralized by a first priority lien on the timberlands owned by Triple T’s subsidiaries and substantially all of Triple T’s subsidiaries’ other assets in which a security interest may lawfully be granted, including, without limitation, accounts, equipment, inventory, intellectual property, bank accounts and investment property. In addition, Triple T 's obligations under the Triple T Credit Agreement are jointly and severally guaranteed by all of Triple T and its subsidiaries pursuant to the terms of the Triple T Credit Agreement. Triple T has also agreed to guarantee certain losses caused by certain willful acts of Triple T or its subsidiaries.

Patronage

Triple T is eligible to receive annual patronage refunds from its lenders (the "Patronage Banks") under a profit-sharing program made available to borrowers of the Farm Credit System. Triple T accrues patronage refunds it expects to receive in 2019 based on an estimated percentage of its weighted-average debt balance. From inception to December 31, 2018, Triple T has recorded $1.8 million in expected patronage refunds against interest expense on the consolidated statement of operations. As of December 31, 2018, approximately $1.8 million of patronage refunds were included in accounts receivable on the

consolidated balance sheets. Triple T expects to receive patronage refunds on its eligible patronage loans for 2018 during the first quarter of 2019.

Debt Covenants

The Triple T Credit Agreement contains, among others, the following financial covenants:



•	limits the LTV Ratio to 50% at any time;
•	requires maintenance of a minimum liquidity balance of no less than $20.0 million at all times during the first two years; and
•	requires maintenance of a Fixed Charge Coverage Ratio of not less than 1.05:1 after the 2-year anniversary of the effective date of the Triple T Credit Agreement;

Triple T believes it was in compliance with the financial covenants of the Triple T Credit Agreement as of December 31, 2018.

Interests Paid and Fair Value of Outstanding Debt

From inception through December 31, 2018, Triple T paid $12.7 million of interest on its borrowings.

As of December 31, 2018, the fair value of Triple T’s outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates.

6. Interest Rate Swaps

Triple T uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. On December 20, 2018, Triple T entered into four interest rate swaps with CoBank, which are effective January 17, 2019, with terms below:



Interest Rate Swap	Effective Date	Maturity Date	Pay Rate	Receive Rate	Notional Amount
Swap 1 - Term Loan	1/17/2019	1/17/2021	2.6330%	one-month LIBOR	$	216,000,000
Swap 2 - Term Loan	1/17/2019	1/17/2022	2.6000%	one-month LIBOR		108,000,000
Swap 3 - Term Loan	1/17/2019	1/17/2023	2.5875%	one-month LIBOR		108,000,000
Swap 4 - Term Loan	1/17/2019	1/17/2024	2.5885%	one-month LIBOR		108,000,000
Total					$	540,000,000

As of December 31, 2018, Triple T’s effectively fixed the interest rate on $540.0 million of its $600.0 million variable rate debt at 4.96% using interest rate swaps. All four interest rate swaps qualify for hedge accounting treatment.

Fair Value and Cash Paid for Interest Under Interest Rate Swaps

The following table presents information about Triple T’s interest rate swaps measured at fair value as of December 31, 2018:




Instrument Type	Balance Sheet Classification	Estimated Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Other liabilities	$	(2,796,059)

From inception through December 31, 2018, Triple T recognized a change in fair value of its interest rate swaps of approximately $2.8 million as other comprehensive loss. Additionally, there was no hedge ineffectiveness on the interest rate swaps required to be recognized in current earnings and no payments under the interest rate swaps. From inception through

December 31, 2018, there were no interest payments under the interest rate swap agreements, as they were not effective until January 17, 2019.

7. Commitments and Contingencies

Sawtimber Supply Agreement

In connection with its acquisition of the Triple T Timberlands, Triple T assumed a sawtimber supply agreement. The sawtimber supply agreement provides that the customer will purchase specified tonnage of timber at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the sawtimber supply agreement are determined quarterly based on the customer’s actual weighted-average delivered price, as calculated and defined per the agreement.

The sawtimber supply agreement is effective through October 30, 2029, subject to extension and early termination provisions. The customer can terminate the sawtimber supply agreement prior to the expiration of the term if there is an occurrence of a change event, which means the closing of a mill or operating line within the mill, a sale of the mill, or a material decrease of the customer’s requirements for sawtimber occurs due to change in manufacturing process. In addition, the sawtimber supply agreements provide for adjustments to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods, infestation and other acts of God or nature.

Pulpwood Supply Agreements

In connection with its acquisition of the Triple T Timberlands, Triple T assumed a pulpwood supply agreement. The pulpwood supply agreement provides that the customer will purchase specified tonnage of timber from Triple T at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the pulpwood supply agreement is based on an index published by TimberMart-South. The term of the pulpwood supply agreement is effective through October 30, 2027, subject to extension and early termination provisions.

The customer can terminate the pulpwood supply agreement prior to the expiration of the term if there is an occurrence of a change event, which means the closing of a mill or operating line within the mill, a sale of the mill, or a material decrease of the customer’s requirements for pulpwood occurs due to change in manufacturing process. In addition, the pulpwood supply agreement provides for adjustments to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods, infestation and other acts of God or nature.

Asset Management Agreement

Pursuant to the terms of the asset management agreement between Triple T and an indirect subsidiary of CatchMark (the “TTT Asset Management Agreement”), CatchMark oversees the day-to-day operations of the joint venture and its properties, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval. CatchMark receives a fee equal to 1% per annum, subject to reduction and deferment in certain circumstances, of the Acquisition Price multiplied by 78.4%, which represents the percentage of the total partnership contributions made to Triple T by the Preferred Investors. The TTT Asset Management Agreement is effective until termination provisions occur as defined by the TTT Asset Management Agreement.

Timberland Operating Agreement

Pursuant to the terms of the timberland operating agreement between Triple T and Forest Resource Consultants, Inc. (the "FRC Timberland Operating Agreement"), Forest Resource Consultants, Inc. (“FRC”) manages and operates Triple T’s timberlands and related timber operations, including ensuring delivery of timber to its customers under the sawtimber and pulpwood supply agreements. In consideration for rendering the services described in the timberland operating agreement, Triple T pays FRC (i) a monthly management fee based on the actual acreage FRC manages, which is payable monthly in advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears.

The FRC Timberland Operating Agreement is effective through July 6, 2021 and is automatically extended for one-year periods unless written notice is provided by Triple T or FRC to the other party at least 180 days prior to the current expiration.

The FRC Timberland Operating Agreement may be terminated by either party with mutual consent or by Triple T with or without cause upon providing 180 days’ prior written notice.

8. Litigation

From time to time, Triple T may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. Triple T records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, Triple T accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, Triple T accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, Triple T discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, Triple T discloses the nature and estimate of the possible loss of the litigation. Triple T does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote.

Triple T is not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on the results of operations or financial condition of Triple T. Triple T is not aware of any legal proceedings contemplated by governmental authorities.

9. Other Revenues

Recreational leases

Triple T leases certain access rights to individuals and companies for recreational purposes. These operating leases generally have terms of one year with certain provisions to extend the lease agreements for another one-year term. Triple T retains substantially all of the risks and benefits of ownership of the timberland properties leased to tenants. As of December 31, 2018, approximately 1,080,900 acres, or 98.3%, of Triple T’s timberland available for hunting and recreational uses had been leased to tenants under operating leases that expire in June 2019. Under the terms of the recreational leases, tenants are required to pay the entire rent upon execution of the lease agreement. Such rental receipts are recorded as other liabilities until earned over the terms of the respective recreational leases and recognized as other revenue.

As of December 31, 2018, approximately $4.5 million of such rental receipts is recorded as other liabilities in the accompanying consolidated balance sheet. From inception through December 31, 2018, Triple T has recognized other revenues related to recreational leases of approximately $4.4 million.

Surface Use Revenue

Surface use revenue is derived from the granting of the right to access Triple T’s timberlands through a surface use agreement. From inception through December 31, 2018, Triple T has recognized other revenues related to surface use revenue of approximately $1.5 million.

10. Income Taxes

Triple T itself is not subject to income taxes. Instead, Triple T’s partners are taxed on their share of the partnership’s taxable income, whether or not cash distributions are paid. Triple T’s subsidiary, CP REIT, is generally not subject to federal income tax on taxable income it distributes to stockholders due to its intention to elect to be taxed as a REIT. Triple T’s other subsidiary, CP Realty 1, however, is subject to income taxes.

On December 22, 2017, the Tax Cuts and Jobs Act tax reform legislation (the "Act") was signed into law. The Act made many significant changes to the U.S. tax law effective January 1, 2018, including, but not limited to, the following:


•	A reduction in the corporate tax rates from 35% to 21%;


•	A change to net operating loss carryforwards and carrybacks provisions to eliminate the option to carryback losses but allow for an indefinite carryforward of losses; the new provisions also limit the use of any net operating losses generated after January 1, 2018 to 80% of taxable income


•	A repeal of the corporate alternative minimum tax; and


•	The addition of IRC Section 163(j)

The provisions of the Act did not have a material impact on the accompanying consolidated financial statements of Triple T for the period from inception through December 31, 2018.

CP Realty 1 records deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. CP Realty 1 has concluded that it is more likely than not that its deferred tax assets will not be realizable and thus a full valuation allowance has been recorded as of December 31, 2018. This conclusion is based on anticipated future taxable income and the expected future reversals of existing taxable temporary differences. CP Realty 1 will continue to reassess the need for a valuation allowance during each future reporting period.

Components of the deferred tax assets and liabilities as of December 31, 2018 were attributable to the operations of CP Realty 1 only and were as follows:



	As of December 31,
	2018
Deferred tax assets:
Net operating loss carryforward	$	1,408,486
Intangible contract liability	32,218,868
Other	140,832
Total gross deferred tax asset	33,768,186

Valuation allowance	(19,409,614)
Total net deferred tax asset	$	14,358,572

Deferred tax liability:
Timber depletion	14,358,572
Total gross deferred tax liability	$	14,358,572

Deferred tax asset, net	$	—

Income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal rate primarily due to the effect of state income taxes and valuation allowances (net of federal benefit). A reconciliation of the federal statutory income tax rate to CP Realty 1’s effective tax rate for the year ended December 31, 2018 is as follows:



	2018
Federal statutory income tax rate	21.000	%
State income taxes, net of federal benefit	—
Other temporary differences	(0.0470)
Other permanent differences	(0.0170)
Valuation allowance	(20.9360)
Effective tax rate	—	%

As of December 31, 2018, the tax basis carrying value of Triple T’s total timber assets was approximately $1,408 million.



11.	Subsequent Event

On January 4, 2019, CP REIT issued 125 shares of Class A preferred membership units, with a par value of $1,000 per unit (“Class A Preferred Units”). The Class A Preferred Units earn a dividend of 12.50% per annum, payable semi-annually in arrears on June 30 and December 31 of each year. The Class A Preferred Units are senior to all other outstanding units of CP REIT, all of which are held by TTT, with respect to distributions, redemptions and dissolution of CP REIT. The Class A Preferred Units do not have a board seat or voting rights.