Revolving Credit Agreement dated September 9, 2005



 Exhibit 10.19 
  
 REVOLVING CREDIT AGREEMENT 
  
 Dated as of September 9, 2005 
  
 among 
  
 DELTIC TIMBER CORPORATION, 
 as Borrower 
  
 THE LENDERS FROM TIME TO TIME PARTY HERETO, 
  
 and 
  
 SUNTRUST BANK, 
 as Administrative Agent 
  
 and 
  
 AMERICAN AGCREDIT, PCA 
 and 
 COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., 
 “RABOBANK NEDERLAND”, NEW YORK BRANCH 
 as Co-Documentation Agents 
  
 and 
  
 AMSOUTH BANK 
 and 
 JPMORGAN CHASE BANK, N.A. 
 as Co-Syndication Agents 
  

  
 SUNTRUST ROBINSON HUMPHREY, 
 a Division of SunTrust Capital Markets, Inc.

 as Sole Lead Arranger and Sole Book Manager 







 TABLE OF CONTENTS 
  

							
	 	 	 	 	 	  	Page


	ARTICLE I     DEFINITIONS; CONSTRUCTION	  	1
				
	 	 	Section 1.1.	 	Definitions	  	1
				
	 	 	Section 1.2.	 	Classifications of Loans and Borrowings	  	18
				
	 	 	Section 1.3.	 	Accounting Terms and Determination	  	18
				
	 	 	Section 1.4.	 	Terms Generally	  	18
		
	ARTICLE II    AMOUNT AND TERMS OF THE COMMITMENTS	  	19
				
	 	 	Section 2.1.	 	General Description of Facilities	  	19
				
	 	 	Section 2.2.	 	Revolving Loans	  	19
				
	 	 	Section 2.3.	 	Procedure for Revolving Borrowings	  	19
				
	 	 	Section 2.4.	 	Swingline Commitment	  	20
				
	 	 	Section 2.5.	 	Procedure for Swingline Borrowing; Etc	  	20
				
	 	 	Section 2.6.	 	Funding of Borrowings	  	21
				
	 	 	Section 2.7.	 	Interest Elections	  	22
				
	 	 	Section 2.8.	 	Optional Reduction and Termination of Commitments	  	23
				
	 	 	Section 2.9.	 	Repayment of Loans	  	23
				
	 	 	Section 2.10.	 	Evidence of Indebtedness	  	23
				
	 	 	Section 2.11.	 	Prepayments	  	24
				
	 	 	Section 2.12.	 	Interest on Loans	  	25
				
	 	 	Section 2.13.	 	Fees	  	26
				
	 	 	Section 2.14.	 	Computation of Interest and Fees	  	27
				
	 	 	Section 2.15.	 	Inability to Determine Interest Rates	  	27
				
	 	 	Section 2.16.	 	Illegality	  	28
				
	 	 	Section 2.17.	 	Increased Costs	  	28
				
	 	 	Section 2.18.	 	Funding Indemnity	  	29
				
	 	 	Section 2.19.	 	Taxes	  	30
				
	 	 	Section 2.20.	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	31
				
	 	 	Section 2.21.	 	Mitigation of Obligations	  	33
				
	 	 	Section 2.22.	 	Replacement of Lenders	  	33

  

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 TABLE OF CONTENTS 
  
 (continued) 
  

							
	 	 	 	 	 	  	Page


	 	 	Section 2.23.	 	Letters of Credit	  	33
				
	 	 	Section 2.24.	 	Increase of Revolving Commitments; Additional Lenders	  	38
		
	ARTICLE III   CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	  	39
				
	 	 	Section 3.1.	 	Conditions To Effectiveness	  	39
				
	 	 	Section 3.2.	 	Each Credit Event	  	41
				
	 	 	Section 3.3.	 	Delivery of Documents	  	41
		
	ARTICLE IV    REPRESENTATIONS AND WARRANTIES	  	42
				
	 	 	Section 4.1.	 	Existence; Power	  	42
				
	 	 	Section 4.2.	 	Organizational Power; Authorization	  	42
				
	 	 	Section 4.3.	 	Governmental Approvals; No Conflicts	  	42
				
	 	 	Section 4.4.	 	Financial Statements	  	42
				
	 	 	Section 4.5.	 	Litigation and Environmental Matters	  	43
				
	 	 	Section 4.6.	 	Compliance with Laws and Agreements	  	43
				
	 	 	Section 4.7.	 	Investment Company Act, Etc.	  	43
				
	 	 	Section 4.8.	 	Taxes	  	43
				
	 	 	Section 4.9.	 	Margin Regulations	  	43
				
	 	 	Section 4.10.	 	ERISA	  	44
				
	 	 	Section 4.11.	 	Ownership of Property	  	44
				
	 	 	Section 4.12.	 	Disclosure	  	44
				
	 	 	Section 4.13.	 	Labor Relations	  	44
				
	 	 	Section 4.14.	 	Subsidiaries	  	45
				
	 	 	Section 4.15.	 	Foreign Assets Control Regulations, Etc.	  	45
		
	ARTICLE V     AFFIRMATIVE COVENANTS	  	45
				
	 	 	Section 5.1.	 	Financial Statements and Other Information	  	45
				
	 	 	Section 5.2.	 	Notices of Material Events	  	46
				
	 	 	Section 5.3.	 	Existence; Conduct of Business	  	47
				
	 	 	Section 5.4.	 	Compliance with Laws, Etc.	  	47
				
	 	 	Section 5.5.	 	Payment of Obligations	  	47

  

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 TABLE OF CONTENTS 
  
 (continued) 
  

							
	 	 	 	 	 	  	Page


	 	 	Section 5.6.	 	Books and Records	  	47
				
	 	 	Section 5.7.	 	Visitation, Inspection, Appraisals Etc.	  	47
				
	 	 	Section 5.8.	 	Maintenance of Properties; Insurance	  	48
				
	 	 	Section 5.9.	 	Use of Proceeds and Letters of Credit	  	48
				
	 	 	Section 5.10.	 	Additional Subsidiaries	  	48
		
	ARTICLE VI   FINANCIAL COVENANTS	  	49
				
	 	 	Section 6.1.	 	Leverage Ratio	  	49
				
	 	 	Section 6.2.	 	Fixed Charge Coverage Ratio	  	49
				
	 	 	Section 6.3.	 	Consolidated Net Worth	  	49
				
	 	 	Section 6.4.	 	Minimum Timber Market Value	  	49
		
	ARTICLE VII  NEGATIVE COVENANTS	  	49
				
	 	 	Section 7.1.	 	Indebtedness	  	49
				
	 	 	Section 7.2.	 	Negative Pledge	  	50
				
	 	 	Section 7.3.	 	Fundamental Changes	  	51
				
	 	 	Section 7.4.	 	Investments, Loans, Etc.	  	51
				
	 	 	Section 7.5.	 	Restricted Payments	  	52
				
	 	 	Section 7.6.	 	Sale of Assets	  	52
				
	 	 	Section 7.7.	 	Transactions with Affiliates	  	53
				
	 	 	Section 7.8.	 	Restrictive Agreements	  	53
				
	 	 	Section 7.9.	 	Sale and Leaseback Transactions	  	53
				
	 	 	Section 7.10.	 	Hedging Agreements	  	53
				
	 	 	Section 7.11.	 	Amendment to Material Documents	  	54
				
	 	 	Section 7.12.	 	Accounting Changes	  	54
		
	ARTICLE VIII  EVENTS OF DEFAULT	  	54
				
	 	 	Section 8.1.	 	Events of Default	  	54
		
	ARTICLE IX   THE ADMINISTRATIVE AGENT	  	56
				
	 	 	Section 9.1.	 	Appointment of Administrative Agent	  	56
				
	 	 	Section 9.2.	 	Nature of Duties of Administrative Agent	  	57

  

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 TABLE OF CONTENTS 
  
 (continued) 
  

							
	 	 	 	 	 	  	Page


	 	 	Section 9.3.	 	Lack of Reliance on the Administrative Agent	  	58
				
	 	 	Section 9.4.	 	Certain Rights of the Administrative Agent	  	58
				
	 	 	Section 9.5.	 	Reliance by Administrative Agent	  	58
				
	 	 	Section 9.6.	 	The Administrative Agent in its Individual Capacity	  	58
				
	 	 	Section 9.7.	 	Successor Administrative Agent	  	59
				
	 	 	Section 9.8.	 	Authorization to Execute other Loan Documents	  	59
		
	ARTICLE X MISCELLANEOUS	  	59
				
	 	 	Section 10.1.	 	Notices	  	59
				
	 	 	Section 10.2.	 	Waiver; Amendments	  	61
				
	 	 	Section 10.3.	 	Expenses; Indemnification	  	61
				
	 	 	Section 10.4.	 	Successors and Assigns	  	63
				
	 	 	Section 10.5.	 	Governing Law; Jurisdiction; Consent to Service of Process	  	66
				
	 	 	Section 10.6.	 	WAIVER OF JURY TRIAL	  	66
				
	 	 	Section 10.7.	 	Right of Setoff	  	67
				
	 	 	Section 10.8.	 	Counterparts; Integration	  	67
				
	 	 	Section 10.9.	 	Survival	  	67
				
	 	 	Section 10.10.	 	Severability	  	67
				
	 	 	Section 10.11.	 	Confidentiality	  	68
				
	 	 	Section 10.12.	 	Interest Rate Limitation	  	68
				
	 	 	Section 10.13.	 	Waiver of Effect of Corporate Seal	  	68

  

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 Exhibits 
  

							
	Exhibit A	  	-	  	 	  	Revolving Credit Note
	Exhibit B	  	-	  	 	  	Swingline Note
	Exhibit C	  	-	  	 	  	Form of Assignment and Acceptance
	Exhibit D	  	-	  	 	  	Form of Subsidiary Guarantee Agreement
	Exhibit E	  	-	  	 	  	Form of Indemnity, Subrogation and Contribution Agreement
				
	Exhibit 2.3	  	-	  	 	  	Notice of Revolving Borrowing
	Exhibit 2.5	  	-	  	 	  	Notice of Swingline Borrowing
	Exhibit 2.9	  	-	  	 	  	Form of Continuation/Conversion
	Exhibit 3.1(b)(iv)	  	-	  	 	  	Form of Secretary’s Certificate
	Exhibit 3.1(b)(vii)	  	-	  	 	  	Form of Officer’s Certificate








 REVOLVING CREDIT AGREEMENT 
  
 THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 9,
2005, by and among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), SUNTRUST BANK, AMSOUTH BANK, JPMORGAN CHASE BANK, N.A., AMERICAN AGCREDIT, PCA, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK NEDERLAND”, NEW YORK BRANCH, REGIONS BANK, WELLS FARGO BANK, N.A., BANCORPSOUTH BANK and the several banks and other financial institutions from time to time party hereto (the “Lenders”) and SUNTRUST BANK,
in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower has requested that the Lenders establish a $260,000,000 revolving credit facility, with a swingline facility of $10,000,000, a letter of credit sub-facility of $50,000,000, together with
an incremental accordion facility for an additional $40,000,000 for the Borrower, in accordance with the terms herein; 
  
 WHEREAS, subject to the terms and conditions of this Agreement, the Borrower and the Lenders severally, to the extent of their respective
Commitments as defined herein, are willing to establish the requested revolving credit facility; 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders and the Administrative Agent
agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS; CONSTRUCTION 
  
 Section 1.1. Definitions. In addition to
the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined): 
  
 “Adjusted LIBO Rate” shall mean, with respect to
each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage. 
  
 “Administrative Agent” shall have the meaning
assigned to such term in the opening paragraph hereof. 
  
 “Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender. 
  
 “Affiliate” shall mean,
as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common 







 Control with, such Person. For purposes of this definition, the term “Control” shall mean the
power, directly or indirectly, either to (i) vote 5% or more of securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the
management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise; the terms “Controlling”, “Controlled by”, and “under common Control
with” have meanings correlative thereto. 
  
 “Aggregate Revolving Commitment Amount” shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount equals
$260,000,000. 
  
 “Aggregate Revolving
Commitments” shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding. 
  
 “Applicable Commitment Fee Percentage” shall mean, with respect to the commitment fee as of any date, the percentage per annum
determined by reference to the applicable Consolidated Total Debt to Consolidated Total Capital Ratio in effect on such date as set forth on Schedule I attached hereto; provided, that a change in the Applicable Commitment Fee Percentage
resulting from a change in the Consolidated Total Debt to Consolidated Total Capital Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by Section 5.1(a) or
(b) and the compliance certificate required by Section 5.1 (c); provided, further, that if at any time the Borrower shall have failed to deliver such financial statements and such certificate by the due date as
set forth herein, the Applicable Commitment Fee Percentage shall be at Level V until such time as such financial statements and certificate are delivered, at which time the Applicable Commitment Fee Percentage shall be determined as provided above.
Notwithstanding the foregoing, the Applicable Commitment Fee Percentage for the commitment fee from the Closing Date until the financial statement and compliance certificate for the fiscal quarter ending on September 30, 2005 are delivered
shall be at Level II. 
  
 “Applicable Lending
Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender
or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained. 

 
 “Applicable Margin” shall mean with respect to all
Revolving Loans outstanding on any date, a percentage per annum determined by reference to the applicable Consolidated Total Debt to Consolidated Total Capital Ratio in effect on such date as set forth on Schedule I attached hereto; provided,
that a change in the Applicable Margin resulting from a change in the Consolidated Total Debt to Consolidated Total Capital Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by
Section 5.1(a) or (b) and the compliance certificate required by Section 5.1 (c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and
such certificate by the due date as set forth herein, the Applicable Margin shall be at Level V until such time as such financial statements and certificate are delivered, at which time the Applicable Margin shall 
  

 2 








 be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Closing Date until the
financial statement and compliance certificate for the fiscal quarter ending on September 30, 2005 are delivered shall be at Level II. 
  
 “Approved 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 business and 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. 
  
 “Asset
Like Kind Exchange” shall mean a like kind exchange of timber or real estate development assets of the Borrower or any of its Subsidiaries made in accordance with Section 1031 and Section 1033 of the Code. 
  
 “Assignment and Acceptance” shall mean an assignment
and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit C attached hereto or any other
form approved by the Administrative Agent. 
  
 “Availability Period” shall mean the period from the Closing Date to the Revolving Commitment Termination Date. 
  
 “Base Rate” shall mean the higher of (i) the per annum rate which the Administrative Agent publicly announces from time to
time to be its prime lending rate, as in effect from time to time, or (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). The Administrative Agent’s prime lending rate is a reference
rate and does not necessarily represent the lowest or best rate charged to customers. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate. Each
change in the Administrative Agent’s prime lending rate shall be effective from and including the date such change is publicly announced as being effective. 
  
 “Borrower” shall have the meaning in the introductory paragraph hereof. 
  
 “Borrowing” shall mean a borrowing consisting
of (i) Loans of the same Class and Type, made, converted or continued on the same date and in case of Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan. 
  
 “Business Day” shall mean (i) any day other than
a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or
into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market. 
  
 “Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or
other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be 
  

 3 








 classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Change in Control” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related
transactions) of all or substantially all of the assets of the Borrower to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the
date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) other than the Murphy Family of 30% or more of the outstanding shares of the voting stock of the Borrower; or (c) occupation of a majority of the seats (other than vacant seats) on the
board of directors of the Borrower by Persons who were neither (i) nominated by the current board of directors or (ii) appointed by directors so nominated. 
  
 “Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the
date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any
Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.17(b), by such Lender’s or Issuing Bank’s holding company, if applicable) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
  
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans or and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Swingline Commitment. 
  
 “Closing Date” shall mean September 9, 2005. 
  
 “Code” shall mean the Internal Revenue Code of 1986,
as amended and in effect from time to time. 
  
 “Commitment” shall mean a Revolving Commitment or a Swingline Commitment or any combination thereof (as the context shall permit or require). 
  
 “Consolidated EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, an amount
equal to the sum of (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) income tax expense determined
on a consolidated basis in accordance with GAAP, (iii) depreciation and amortization determined on a consolidated basis in accordance with GAAP, and (iv) all other non-cash charges determined on a consolidated basis in accordance with GAAP
(other than write-down or write-off of any accounts or inventory unless related to an extraordinary item), in each case for such period. 
  

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 “Consolidated Fixed Charges” shall mean, for the Borrower and its Subsidiaries
for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) scheduled principal payments made on Consolidated Total Debt during such period. 
  
 “Consolidated Interest Expense” shall mean, for the
Borrower and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense, including without limitation the interest component of any payments in respect of Capital Leases
Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Agreements during such period (whether or
not actually paid or received during such period). 
  
 “Consolidated Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of the Borrower or any
Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or
any Subsidiary on the date that such Person’s assets are acquired by the Borrower or any Subsidiary. 
  
 “Consolidated Net Worth” shall mean, as of any date, (i) the total assets of the Borrower and its Subsidiaries that would be
reflected on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries,
minus (ii) the total liabilities of the Borrower and its Subsidiaries that would be reflected on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP. 
  
 “Consolidated Total Capital” shall mean, as of any
date, the sum of (i) Consolidated Total Debt as of such date and (ii) Consolidated Net Worth as of such date. 
  
 “Consolidated Total Debt” shall mean, as of any date, all Indebtedness of the Borrower and its Subsidiaries described in the
definition of “Indebtedness”, including, without limitation, the Loans. 
  
 “Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default. 
  
 “Default Interest” shall have the meaning set forth
in Section 2.12(c). 
  
 “Del-Tin” shall mean Del-Tin Fiber, LLC, an Arkansas limited liability company. 
  
 “Del-Tin Credit Agreement” shall mean that certain Letter of Credit and Term Loan Agreement dated August 26, 2004 by and
among Del-Tin, SunTrust Bank, as administrative agent and the lenders named therein and any refinancings or replacements thereof which do not increase the principal amount thereof or the LC Commitment thereunder. 
  

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 “Del-Tin Guarantee” shall mean that certain Guarantee Agreement dated
August 26, 2004 executed by the Borrower in connection with the Del-Tin Credit Agreement, pursuant to which the Borrower guarantees the principal amount not exceeding $30,000,000 in favor of the lenders under the Del-Tin Credit Agreement.

  
 “Dollar(s)” and the sign
“$” shall mean lawful money of the United States of America. 
  
 “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural Person) approved by the
Administrative Agent, in the case of any assignment of any Revolving Credit Exposure, and Swingline Lender, and, unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives
transaction or (y) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed). If the consent of the Borrower to an assignment or to an Eligible Assignee is required pursuant
to this definition or under Section 10.4 (including a consent to an assignment which does not meet the minimum assignment thresholds specified in paragraph (b)(i) of Section 10.4), the Borrower shall be deemed to have given
its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day. 
  
 “Environmental Laws” shall mean all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of
natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters. 
  
 “Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of
environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or
alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time, and any successor statute. 
  
 “ERISA Affiliate” shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 
  

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 “ERISA Event” shall mean (a) any “reportable event”, as
defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or
any ERISA Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

  
 “Eurodollar” when used in reference to
any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate. 
  
 “Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve percentages
(including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System
(or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall
be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
  
 “Event of Default” shall have the meaning provided in Article VIII. 
  
 “Excluded Taxes” shall mean with respect to
the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Lender is located and (c) in the case of a Foreign Lender, any withholding tax that (i) is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than taxes
that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure to comply with Section 2.19(e). 
  

 7 








 “Existing Letters of Credit” shall mean collectively those outstanding
letters of credit issued by SunTrust Bank for the account of Borrower or its Subsidiaries under the Prior Credit Facility. Such letters of credit shall be deemed issued under Section 2.24 as of the Closing Date. 
  
 “Federal Funds Rate” shall mean, for any day, the
rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published
for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent. 
  
 “Fixed Charge Coverage Ratio” shall mean, for any period of four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated EBITDA for such period less the actual amount paid by the
Borrower and its Subsidiaries in cash during such period on account of (i) all dividends and distributions paid with respect to shares of capital stock of the Borrower and (ii) income tax expense to (b) Consolidated Fixed Charges for
such period. 
  
 “Foreign Lender” shall
mean any Lender that is not a United States person under Section 7701(a)(3) of the Code. 
  
 “GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3. 
  
 “Governmental Authority” shall mean the government of
the United States of America, 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. 
  
 “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of
the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any
obligation, direct or indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued in support of such Indebtedness or obligation; provided, that the term 
  

 8 








 “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The
amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning. 
  
 “Hazardous Materials” means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
  
 “Hedging Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts, commodity agreements and other similar agreements or arrangements designed to protect against fluctuations in interest rates, currency values or commodity values, in each case to which any
Borrower or any Subsidiary is a party. 
  
 “Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of
Section 8.1(f), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all
obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of
such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above and clause (xi), (viii) all
Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or
otherwise acquire for value any common stock of such Person, (x) Off-Balance Sheet Liabilities, and (xi) all obligations of such Person under Hedging Agreements. The Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor. 
  
 “Indemnified Taxes” shall mean Taxes other than
Excluded Taxes. 
  
 “Indemnity and Contribution
Agreement” shall mean the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit E, among the Borrower, the Subsidiary Loan Parties and the Administrative Agent, as amended, restated, supplemented
or otherwise modified from time to time. 
  

 9 








 “Interest Period” shall mean with respect to any Eurodollar Borrowing, a period
of one, two, three or six months; provided, that: 
  
 (i) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and each Interest Period occurring thereafter in
respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; 
  
 (ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day; 
  
 (iii) any Interest Period which begins on the last Business Day of a calendar month or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month; and 
  
 (iv) no Interest Period may extend beyond the Revolving Commitment Termination Date. 
  
 “Issuing Bank” shall mean SunTrust Bank in its
capacity as the issuer of Letters of Credit pursuant to Section 2.23. 
  
 “LC Commitment” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed
$50,000,000. 
  
 “LC Disbursement” shall
mean a payment made by the Issuing Bank pursuant to a Letter of Credit. 
  
 “LC Documents” shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit. 
  
 “LC Exposure” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all
outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of
the total LC Exposure at such time. 
  
 “Lenders” shall have the meaning assigned to such term in the opening paragraph of this Agreement and shall include, where appropriate, the Swingline Lender. 
  
 “Letter of Credit” shall mean any Letter of Credit
issued pursuant to Section 2.23 by the Issuing Bank for the account of the Borrower pursuant to the LC Commitment. 
  
 “Leverage Ratio” shall mean, as of any date of determination with respect to the Borrower, the ratio of (i) Consolidated
Total Debt as of such date to (ii) Consolidated Total Capital. 
  

 10 








 “LIBOR” shall mean, for any applicable Interest Period with respect to any
Eurodollar Loan, the rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service
designated by the British Banker’s Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of
the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Administrative Agent determines that the relevant
foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day
of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan
of the Administrative Agent. 
  
 “Lien”
shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or
other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing). 
  
 “Loan Documents” shall mean, collectively, this
Agreement, the Notes, the LC Documents, the Subsidiary Guarantee Agreement, the Indemnity and Contribution Agreement, all Notices of Borrowing, all Notices of Conversion/Continuation and any and all other instruments, agreements, documents and
writings executed in connection with any of the foregoing. 
  
 “Loan Parties” shall mean the Borrower and the Subsidiary Loan Parties. 
  
 “Loans” shall mean all Revolving Loans and Swingline Loans in the aggregate or any of them, as the context shall require.

  
 “Material Adverse Effect” shall mean,
with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event
or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, liabilities
or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents. 
  

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 “Material Indebtedness” shall mean Indebtedness (other than the Loans and the
Letters of Credit) or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Subsidiary in respect to any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time. 
  
 “Moody’s” shall mean Moody’s Investors Service, Inc. 
  
 “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA. 
  
 “Murphy Family” shall mean, collectively, estates and
descendants of C.H. Murphy, Jr., his sisters, any of their spouses or descendants or persons married to their descendants and any investment entity that is controlled by any of the foregoing. 
  
 “Note Purchase Agreement” shall mean that certain
Note Purchase Agreement, dated as of December 18, 1998, by and among the Borrower and Pacific Coast Farm Credit Services, ACA, predecessor-in-interest to American Agcredit, PCA, relating to $40,000,000 6.66% Senior Notes due December 18,
2008, as the same may be amended or otherwise modified and in effect from time to time, or as it may be refinanced or replaced by a credit facility that does not increase the principal amount thereof. 
  
 “Notes” shall mean, collectively, the Revolving
Credit Notes and the Swingline Note. 
  
 “Notices of
Borrowing” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing. 
  
 “Notice of Conversion/Continuation” shall mean the notice given by the Borrower to the Administrative Agent in respect of the
conversion or continuation of an outstanding Borrowing as provided in Section 2.7(b) hereof. 
  
 “Notice of Revolving Borrowing” shall have the meaning as set forth in Section 2.3. 
  
 “Notice of Swingline Borrowing” shall have the
meaning as set forth in Section 2.5. 
  
 “Obligations” shall mean all amounts owing by the Borrower to the Administrative Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other
Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, 
  

 12 








 indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to the
Administrative Agent and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising
hereunder or thereunder, and all obligations arising under Hedging Agreements relating to the foregoing to the extent permitted hereunder, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing,
together with all renewals, extensions, modifications or refinancings thereof. 
  
 “Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such
Person, (ii) any liability of such Person under any sale and leaseback transactions which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic” lease
transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person. 
  
 “Other Taxes” shall mean any and all present or
future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document. 
  
 “Participant” shall
have the meaning set forth in Section 10.4(d). 
  
 “Payment Office” shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written
notice to the Borrower and the other Lenders. 
  
 “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions. 
  
 “Permitted Encumbrances” shall mean 
  
 (i) Liens imposed by law for taxes or special assessments not yet due or which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; 
  
 (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in
the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; 
  
 (iii) pledges and deposits made in the ordinary course of
business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 
  

 13 








 (iv) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 
  
 (v) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal
proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; and 
  
 (vi) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law
or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its
Subsidiaries taken as a whole; 
  
 provided, that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness. 
  
 “Permitted Investments” shall mean: 
  
 (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or
by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; 
  
 (ii) commercial paper having the highest rating, at the time
of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof; 
  
 (iii) certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000; 
  
 (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause
(iii) above; and 
  
 (v) mutual funds
investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above. 
  
 “Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust
or other entity, or any Governmental Authority. 
  
 “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
the Borrower 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. 
  

 14 








 “Prior Credit Facility” shall mean the First Amended and Restated Revolving
Credit Agreement dated September 30, 2003 by and among Borrower, SunTrust Bank as Administrative Agent (as defined therein) and the Lenders (as defined therein) party thereto. 
  
 “Pro Rata Share” shall mean with respect to any Revolving Commitment of any Lender at any time, a
percentage, the numerator of which shall be such Lender’s Revolving Commitment (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Loan funded under such
Revolving Commitment), and the denominator of which shall be the sum of such Revolving Commitments of all Lenders (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Loans of
all Lenders funded under such Revolving Commitments). 
  
 “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations. 
  
 “Related Parties” shall mean, with respect to any
specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
  
 “Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit,
disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture. 
  
 “Required Lenders” shall mean, at any time, Lenders
holding more than 50% of the aggregate outstanding Revolving Commitments at such time or if the Lenders have no Commitments outstanding, then Lenders holding more than 50% of the Loans. 
  
 “Requirement of Law” for any Person shall mean the articles or certificate of incorporation and
bylaws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject. 
  
 “Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of the Borrower
or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer or the treasurer of
the Borrower. 
  
 “Restricted
Payment” shall have the meaning set forth in Section 7.5. 
  

 15 








 “Revolving Commitment” shall mean, with respect to each Lender, the obligation of
such Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on the signature pages to this Agreement,
or in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned “Revolving Commitment” as provided in the Assignment and Acceptance Agreement executed by such Person as an assignee, as the same may be
increased or decreased pursuant to terms hereof. 
  
 “Revolving Commitment Termination Date,” or “Commitment Termination Date” shall mean the earliest of (i) September 9, 2010, (ii) the date on which the Revolving Commitments are terminated
pursuant to Section 2.8 and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise). 
  
 “Revolving Credit Availability Period” shall mean the
period from the Closing Date to the Revolving Commitment Termination Date. 
  
 “Revolving Credit Exposure” shall mean, for any Lender, the sum of such Lender’s Revolving Loans, such Lender’s LC Exposure and such Lender’s Swingline Exposure. 
  
 “Revolving Credit Note” shall mean a promissory note
of the Borrower payable to the order of a each Lender in the principal amount of such Lender’s Revolving Commitment, in substantially the form of Exhibit A. 
  
 “Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender) to the
Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan. 
  
 “S&P” shall mean Standard & Poor’s. 
  
 “Senior Notes” shall mean the senior notes of the Borrower in an aggregate principal amount of
$30,000,000 issued and sold pursuant to the Senior Note Documents and any refinancings or replacements thereof which do not increase the principal amount thereof. 
  
 “Senior Note Documents” shall mean the Senior Notes, the indenture relating to, incorporating and
providing for the issuance of the Senior Notes and all other applicable agreements, instruments and other documents and any permitted amendments, restatements or replacements thereof. 
  
 “Subsidiary” shall mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date,
otherwise controlled, by the parent or one or 
  

 16 








 more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated,
all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower. 
  
 “Subsidiary Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative
Agent for the benefit of the Lenders, as amended, restated, supplemented or otherwise modified from time to time. 
  
 “Subsidiary Loan Party” shall mean any Subsidiary. 
  
 “Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in
an aggregate principal amount at any time outstanding not to exceed $10,000,000. 
  
 “Swingline Exposure” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to
purchase a participation in accordance with Section 2.5, which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans. 
  
 “Swingline Lender” shall mean SunTrust Bank. 
  
 “Swingline Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline
Commitment. 
  
 “Swingline Note” shall
mean the promissory note of the Borrower payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment, substantially in the form of Exhibit B. 
  
 “Swingline Rate” shall mean the rate as offered by the Administrative Agent and accepted by the
Borrower. The Borrower shall have no obligation to accept this rate and the Administrative Agent shall have no obligation to provide this rate. 
  
 “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by
any Governmental Authority. 
  
 “Timber Market
Value” shall mean the lessor of (i) the fair market value of all timber owned by the Borrower or any of its Subsidiaries as determined by reference to the average price received by Borrower or any of its Subsidiaries for their
sales of timber for the preceding four quarters multiplied by the current quarter’s ending inventory of timber, or (ii) if an appraisal is requested by the Administrative Agent, the appraised value of all timber owned by the Borrower or
any of its Subsidiaries as determined in accordance with Section 5.7. 
  
 “Total Senior Indebtedness” shall mean the Aggregate Revolving Commitment plus the Indebtedness evidenced by the Senior Notes and by the Note Purchase Agreement. 
  

 17 








 “Type” when used in reference to a Loan or Borrowing, refers to whether the rate
of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate. 
  
 “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  
 Section 1.2. Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan”) or by Type (e.g. a
“Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g.
“Eurodollar Borrowing”) or by Class and Type (e.g. “ Revolving Eurodollar Borrowing”). 
  
 Section 1.3. Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the
most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in
Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s
compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower and the Required Lenders. 
  
 Section 1.4.
Terms Generally. 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”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”.
Unless the context requires otherwise (i) 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 it was originally executed or as
it may from time to time be amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular
provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be
construed to refer to Atlanta, Georgia time, unless otherwise indicated. 
  

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 ARTICLE II 
  
 AMOUNT AND TERMS OF THE COMMITMENTS 
  
 Section 2.1. General Description of Facilities. Subject to and upon the terms and conditions herein set
forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which the Lenders severally agree (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in
accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.23, (iii) the Swingline Lender agrees to make Swingline Loans in accordance with
Section 2.4, and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event shall the aggregate
principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposures exceed at any time the Aggregate Revolving Commitments from time to time in effect. 
  
 Section 2.2. Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally
agrees to make Revolving Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such
Lender’s Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments. During the Availability Period, the Borrower shall be entitled to borrow, prepay and
reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided, that the Borrower may not borrow or reborrow should there exist a Default or Event of Default. 
  
 Section 2.3. Procedure for Revolving Borrowings.
The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 attached hereto (a “Notice of Revolving
Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day prior to the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar
Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such
Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing
shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $2,000,000 or a larger multiple of $1,000,000, and the aggregate principal
amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided, that Base Rate Loans made pursuant to Section 2.5 may be made in lesser amounts as provided therein. At no time shall
the total number of Eurodollar Borrowings outstanding at any time exceed ten (10). Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and
the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing. 
  

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 Section 2.4. Swingline Commitment. Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time from the Closing Date to the Revolving Commitment Termination Date, in an aggregate principal amount outstanding at any time not to exceed the lesser of
(i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement. 
  
 Section 2.5. Procedure for Swingline Borrowing; Etc.
(a) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing (“Notice of Swingline Borrowing”) prior to 12:00 noon on the requested
date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and
(iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue
interest at the Swingline Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a
larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at
the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 3:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans
occurred during such quarter. 
  
 (b) The Swingline Lender, at any
time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent
requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to
the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan. 
  
 (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent),
or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date
that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of
the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on
demand. 
  

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 (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b)
or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment,
defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of
any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other
Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline
Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof at the Federal Funds Rate. Until such time as such
Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to
have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such
Lender failed to fund pursuant to this Section, until such amount has been purchased in full. 
  
 Section 2.6. Funding of Borrowings. 
  
 (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 1:00 p.m. to the Administrative Agent at the Payment Office;
provided, that the Swingline Loans will be made as set forth in Section 2.5. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of
business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative
Agent. 
  
 (b) Unless the Administrative Agent shall have been
notified by any Lender prior to 5 p.m. one (1) Business Day prior to the date of a Borrowing in which such Lender is participating that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,
the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a
corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from
such Lender together with interest at the Federal Funds Rate for up to two (2) days and thereafter at the rate specified for such Borrowing. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in
this subsection shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender
hereunder. 
  

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 (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata
Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make
its Loans hereunder. 
  
 Section 2.7. Interest
Elections. 
  
 (a) Each Borrowing initially shall be of
the Type specified in the applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing into a
different Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall NOT
apply to Swingline Borrowings, which may not be converted or continued. 
  
 (b) To make an election pursuant to this Section, the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to
11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of
Continuation/Conversion applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Continuation/Conversion, which shall be a Business Day, (iii) whether the
resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of “Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest
Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3. 
  
 (c) If, on the expiration of any Interest Period in respect of any Eurodollar
Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No
Borrowing may be converted 
  

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 into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists, unless the Administrative Agent
and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof. 
  
 (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative
Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
  
 Section 2.8. Optional Reduction and Termination of Commitments. 
  
 (a) Unless previously terminated, all Revolving Commitments shall terminate on the Revolving Commitment Termination Date.

  
 (b) Upon at least three (3) Business Days’ prior
written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments
in whole; provided, that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.8 shall be in an
amount of at least $2,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the outstanding Revolving Credit Exposures of all
Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment. 
  
 Section 2.9. Repayment of Loans. 
  
 (a) The outstanding principal amount of all Revolving Loans shall be due and
payable (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date. 
  
 (b) The principal amount of each Swingline Borrowing shall be due and payable (together with accrued interest thereon) on the earlier of (i) the date
agreed upon by the Borrower and the Swingline Lender applicable to such Borrowing and if no date is agreed upon, the last day of each month and (ii) the Revolving Commitment Termination Date. 
  
 Section 2.10. Evidence of Indebtedness. (a) Each
Lender shall maintain in accordance with its usual practice appropriate records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and
interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount of
each Loan made hereunder by each Lender, the Class and Type thereof and the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.7, (iv) the date of each conversion of all or a
portion thereof to another Type pursuant to Section 2.7, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and
(vi) both the date and amount 
  

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 of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each
Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or
the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in
accordance with the terms of this Agreement. 
  
 (b) The Borrower
will execute and deliver to each Lender a Revolving Credit Note and, in the case of the Swingline Lender only, a Swingline Note, payable to the order of such Lender. 
  
 Section 2.11. Prepayments. 
  
 (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part,
without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than
three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings,
prior to 11:00 a. m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such
notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due
and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(d); provided, that if a Eurodollar Borrowing is prepaid on a date other
than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the
Loans comprising such Borrowing. 
  
 (b) If at any time the
Revolving Credit Exposure of all Lenders exceeds the aggregate principal amount of the Revolving Credit Commitments at such time, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together
with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.18. Each prepayment of a Borrowing shall be applied ratably first to the Swingline Loans to the full extent thereof, then to the Revolving
Base Rate Loans to the full extent thereof, and finally to Revolving Eurodollar Loans to the full extent thereof. If the LC Exposure should exceed the LC Commitment, the Borrower shall immediately deliver cash collateral for such excess in the
manner set forth in Section 2.23(g). 
  
 (c)
Immediately upon receipt by the Borrower of proceeds of the sale or disposition by the Borrower or any of its Subsidiaries of any of their assets (other than proceeds 
  

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 from the sale of assets in the ordinary course of business), the total consideration of which exceeds $5,000,000 in the
aggregate (including condemnation proceeds), the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions, taxes paid or reasonably estimated by the Borrower to be payable in connection with such transaction in the
current year or the immediately following year and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid to
non-Affiliates) provided, however, if the Borrower intends to (i) enter into an Asset Like Kind Exchange, the Borrower shall have no obligation to so prepay the Loans if, within 180 days of receipt of such proceeds, the Borrower shall
have used such net cash proceeds for the purchase of timber or real estate assets to replace the sold or disposed assets according to the terms of such Asset Like Kind Exchange; or (ii) replace any other assets, the Borrower shall have no
obligation to so prepay the Loans if, within 180 days of receipt of such proceeds, the Borrower shall have used such net cash proceeds for capital investments to replace the sold or disposed assets; provided, further, however, that if such
Asset Like Kind Exchange or capital investment does not occur within such 180-day period, such prepayment shall be due on the first Business Day following the expiration of the applicable Asset Like Kind Exchange or capital investment period set
forth above along with a detailed calculation showing all deductions from gross proceeds in order to arrive at net cash proceeds. Any such prepayments shall be applied in accordance with paragraph (e) below. 
  
 (d) If the Borrower issues any capital stock, any other equity interests, or
any debt securities (other than a permitted refinancing of the Senior Notes, a permitted refinancing of the Note Purchase Agreement which does not increase the principal amount thereof, or notes payable issued in connection with any timber land
acquisition), then no later than the Business Day following the date of receipt of any cash proceeds thereof, the Borrower shall prepay the Loans in an amount equal to all such cash proceeds, net of underwriting discounts and commissions and other
reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with paragraph (e) below. 
  
 (e) Any prepayments made by the Borrower pursuant to paragraphs (c) or (d) above shall be applied as follows: first, to fees and
reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro
rata to the Lenders based on their respective Pro Rata Shares of thereof; third, to interest then due and payable on Loans made to the Borrower, pro rata to the Lenders based on their respective Pro Rata Shares thereof; and fourth, to
the principal balance of the Revolving Loans until the same shall have been paid in full, pro rata to the Lenders based on their respective Pro Rata Shares thereof. 
  
 Section 2.12. Interest on Loans. 
  
 (a) The Borrower shall pay interest on each Base Rate Loan at the Base Rate plus the Applicable Margin for Base Rate Loans,
in each case as in effect from time to time, and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus the Applicable Margin for Eurodollar Loans in effect from time to time.

  

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 (b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate in effect from time to
time. 
  
 (c) While an Event of Default exists or after
acceleration, at the option of the Required Lenders, the Borrower shall pay interest (“Default Interest”) with respect to all Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus
an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans (including all Swingline Loans) and all other Obligations hereunder (other than Loans), at an all-in rate in effect
for Base Rate Loans, plus an additional 2% per annum. 
  
 (d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all outstanding Base Rate Loans and Swingline Loans shall be
payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Commitment Termination Date. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period
applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months or 90 days, on each day which occurs every three months or 90 days, as the case may be, after the initial date of such Interest Period,
and on the Revolving Commitment Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment
(on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. 
  
 (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error. 
  
 Section 2.13. Fees. 
  
 (a) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon by the Borrower and
the Administrative Agent. 
  
 (b) Commitment Fee. The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Commitment Fee Percentage (determined daily in accordance with Schedule I) on the daily amount of the
unused Revolving Commitment of such Lender during the Availability Period. Accrued commitment fees shall be payable in arrears on the last day of each March, June, September and December of each year and on the Revolving Commitment Termination Date,
commencing on the first such date after the Closing Date. For purposes of computing commitment fees with respect to the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender, but Swingline Loans shall not be deemed usage of the Revolving Commitments. 
  

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 (c) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent, for
the account of each Lender, a Letter of Credit fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC
Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such
Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Commitment Termination Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at a
rate previously agreed upon by the Borrower and the Issuing Bank based upon the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date
that such Letter of Credit is irrevocably canceled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.

  
 (d) Payments. Accrued fees under subsection
(c) of this Section, shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on the first such date after the Closing Date and on the Revolving Commitment Termination Date. 
  
 Section 2.14. Computation of Interest and Fees.

  
 All computations of interest and fees hereunder shall be
made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days
elapsed). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. 
  
 Section 2.15. Inability to Determine Interest Rates. If
prior to the commencement of any Interest Period for any Eurodollar Borrowing, 
  
 (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or 
  
 (ii) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and
fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period, 
  
 the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders
as soon as practicable thereafter. In the case of Eurodollar Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders
to make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into 
  

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 Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the
last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one Business Day before the date of any
Eurodollar Revolving Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a Base Rate Borrowing.  
  
 Section 2.16. Illegality. If any Change in Law shall make
it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders,
whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Revolving Loans, or to continue or convert
outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Revolving Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Revolving Borrowing for the
same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may
lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall,
prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in
the good faith exercise of its discretion. 
  
 Section 2.17. Increased Costs. 
  
 (a) If any Change in Law shall: 
  
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for
the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 
  
 (ii) impose on any Lender or upon the Issuing Bank or the eurodollar interbank market any other condition affecting this Agreement or any
Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein; 
  
 and the result of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of
participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice
from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five Business Days after the 
  

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 date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as
applicable, for such additional costs incurred or reduction suffered. 
  
 (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or
the Issuing Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s parent corporation) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such
Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the policies of such
Lender’s or the Issuing Bank’s parent corporation with respect to capital adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the
Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation for any such reduction suffered. 

 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation, as the case may be, specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or such Issuing Bank, as applicable, such amount or amounts within 10 days after receipt thereof. 

 
 (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation. 
  

Section 2.18. Funding Indemnity. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last
day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto or (c) the failure
by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each
Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the
period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over
(B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower
failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.18 submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive,
absent manifest error. 
  

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 Section 2.19. Taxes. 
  
 (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 
  
 (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law. 
  
 (c)
The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within five (5) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other 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 or the Issuing Bank or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error. 
  
 (d) As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower 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. 
  
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a
party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the
Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which the related participation shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form W-8
ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected 
  

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 with such Foreign Lender’s conduct of a trade or business in the United States; or (ii) Internal Revenue
Service Form W-8 BEN, or any successor form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest; or
(iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payment to the foreign lender qualifies as “portfolio interest”
exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with
respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower within the meaning of Code
section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may
be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case
of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such
Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other
form of certification adopted by the Internal Revenue Service for such purpose). 
  
 Section 2.20. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 
  
 (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under
Section 2.17, 2.18 or 2.19, or otherwise) prior to 1:00 p.m., on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of
the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.17, 2.18 and 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day,
the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

  
 (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment 
  

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 of principal and unreimbursed LC Disbursements due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
  
 (c) If any Lender shall, by exercising any right of set-of or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements or Swingline Loans of other Lenders to the extent
necessary 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 Revolving Loans and participations in LC Disbursements or
Swingline Loans; 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 paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
  
 (d) 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 or the Issuing Bank 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 or the Issuing Bank, the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of
the Lenders or Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. 
  
 (e) If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.5(b), 2.20(c) or (d), 10.3(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
  

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 Section 2.21. Mitigation of Obligations. If any Lender requests compensation under
Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall 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 sole judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable under Section 2.17 or Section 2.19, 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 costs and expenses incurred by any Lender in connection with such designation or assignment. 
  
 Section 2.22. Replacement of Lenders. If any Lender requests compensation under
Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, or if any Lender defaults in its obligation to fund
Loans hereunder, 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 set
forth in Section 10.4(b) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall
have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the
case of a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make
any such assignment and 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 2.23. Letters of Credit. 
  
 (a) During the Availability Period, the Issuing Bank, in reliance upon the
agreements of the other Lenders pursuant to Section 2.23(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided, that
(i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and
(B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; and (iii) the Borrower may not request any Letter of Credit, if,
after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders, would exceed the Aggregate
Revolving Commitments. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such Letter of Credit equal to
such Lender’s Pro Rata Share of the aggregate amount available to be drawn 
  

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 under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of
each Lender by an amount equal to the amount of such participation. As of the Closing Date, each of the Existing Letters of Credit shall be deemed issued under this Section and shall thereafter be deemed Letters of Credit, subject to the terms
hereof. 
  
 (b) To request the issuance of a Letter of Credit (or
any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such
issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or
any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have
executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, that in the event of any conflict between such applications, agreements
or instruments and this Agreement, the terms of this Agreement shall control. 
  
 (c) At least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the
Issuing Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.23(a)
or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank’s
usual and customary business practices. 
  
 (d) The Issuing Bank
shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether
the Issuing Bank has made or will make a LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect
to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of
any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing
Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate

  

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 Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided, that
for purposes solely of such Borrowing, the conditions precedents set forth in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and
each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.6. The proceeds of such Borrowing shall be
applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement. 
  
 (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance
with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement on
and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation
(i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default
or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other
Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be
funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such
Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to
such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such
Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it. 
  
 (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to paragraph (d) of this
Section 2.23 on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal
Funds Rate; provided, that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such
amount at the Default Rate. 
  
 (g) If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with
the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any 
  

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 accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, with demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of
Section 8.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the
Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not so applied as aforesaid) shall be returned to the Borrower with three Business Days after all Events of Default have been cured or waived. 
  
 (h) Promptly following the end of each fiscal quarter, the Issuing Bank shall
deliver (through the Administrative Agent) to each Lender and the Borrower a report describing the aggregate Letters of Credit outstanding at the end of such fiscal quarter. Upon the request of any Lender from time to time, the Issuing Bank shall
deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. 
  
 (i) The Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed
strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances: 
  
 (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement; 
  
 (ii) The existence of any claim, set-off, defense or other
right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any
Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction; 
  
 (iii) Any draft or other document presented under a Letter
of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; 
  

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 (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft
or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit; 
  
 (v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; or 
  
 (vi) The existence of a Default or an Event of Default. 
  
 Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with
respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility
for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
  
 (j) Unless otherwise expressly agreed by the Issuing Bank and the Borrower
when a Letter of Credit is issued and subject to applicable laws, performance under Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries thereof will be governed by the rules of the “International Standby Practices
1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued) and to the extent not inconsistent therewith, the governing law of this
Agreement set forth in Section 10.5. 
  

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 Section 2.24. Increase of Revolving Commitments; Additional Lenders. 
  
 (a) So long as no Default or Event of Default has occurred
and is continuing, the Borrower may, from time to time, upon prior notice to the Administrative Agent (which shall promptly notify each Lender following its receipt thereof), propose to increase the Aggregate Revolving Commitments up to an amount
that would not exceed $300,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Lender shall have the right for a period of 15 days following receipt of such notice to elect by written notice to the
Borrower and the Administrative Agent, to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. No Lender shall have any obligation to increase its Revolving Commitment and any
decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender. Any Lender which does not respond within such 15 day period shall be deemed to have advised the Administrative Agent
and the Borrower that it has elected not to increase its Revolving Commitment. 
  
 (b) If one or more Lenders shall elect not to increase its Revolving Commitment pursuant to subsection (a) of this Section (each a
“Non-Consenting Lender”), the Administrative Agent shall, promptly after the end of such 15-day period or promptly after the date the Administrative Agent shall have received all written responses from the Lenders, whichever shall
occur first, notify all other Lenders (the “Consenting Lenders”) of the amount of the Additional Commitment Amount that remains unsubscribed (the “Unsubscribed Amount”). Each such Consenting Lender shall have the
right for a period of 10 days following receipt of such notice to elect by written notice to the Borrower and the Administrative Agent, to increase its Revolving Commitment by a principal amount up to the remaining Unsubscribed Amount. The sum of
the increases in the Revolving Commitments of the Consenting Banks pursuant to subsections (a) and (b) of this Section shall not in the aggregate exceed the Additional Commitment Amount; provided, however, that if accepted by the
Borrower, and subject to the right of any Consenting Bank to promptly revoke its prior election to increase its Revolving Commitment in such event, such increases in the Commitments of the Consenting Lenders may exceed the Unsubscribed Amount (but
shall in no event cause the total Aggregate Revolving Commitments in effect to exceed $300,000,000). If the sum of the additional increases in the Revolving Commitments of the Consenting Lenders pursuant to this subsection (b) exceeds the
Unsubscribed Amount, or any greater amount accepted by the Borrower as provided in the immediately preceding sentence, then the additional increases in Revolving Commitments pursuant to this subsection (b) shall be reduced pro-rata such that
amount of the Consenting Lender’s Commitments increased pursuant to this subsection (b) shall not exceed the Unsubscribed Amount or such greater amount, as applicable. 
  
 (c) If the Consenting Lenders shall not increase their Revolving Commitments pursuant to subsection
(a) and (b) of this Section in an amount equal to the Additional Commitment Amount, then not later than 20 days after the expiration of the period set forth in subsection (b) of this Section, the Borrower may designate in writing to
the Administrative Agent other financial institutions which at the time agree to become parties to this Agreement (each an “Additional Lender”); provided, however, that any new financial institution must be acceptable
to the Administrative Agent. The sum of the 
  

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 increases in the Revolving Commitments of the Consenting Lenders pursuant to subsections (a) and
(b), plus the Commitments of the Additional Lenders pursuant to this subsection (c), shall not in the aggregate exceed the Additional Commitment Amount. 
  
 (d) An increase in the aggregate amount of the Revolving Commitments pursuant to this Section shall become effective upon the receipt by
the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each Consenting Lender, setting forth the new Revolving Commitments of such
Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate authorization on the part of the Borrower with
respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrower with respect to the increase in the Revolving Commitments as the Administrative Agent may reasonably request. 
  
 (e) Upon the acceptance of any such agreements and
documentation by the Administrative Agent, the total Revolving Commitments shall automatically be increased by the amount of the Revolving Commitments added through such agreements and this Agreement shall automatically be deemed amended to reflect
the Revolving Commitments of all Lenders after giving effect to such additional Revolving Commitments and Additional Lenders, as applicable. 
  
 (f) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section that is not Pro Rata among all
Lenders, and effective upon such increase, the amount of the participations held by the Lenders (including any Additional Lenders) in the Revolving Credit Exposure shall be adjusted such that, after giving effect to such adjustments, each Lender
(including each Additional Lender) shall hold participations in each such Revolving Credit Exposure in the proportion of its respective Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to such increase.

  
 ARTICLE III 
  
 CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT 

 
 Section 3.1. Conditions To Effectiveness. The
obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.2). 
  
 (a)
The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of
counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Robinson Humphrey, as Arranger. 
  

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 (b) The Administrative Agent (or its counsel) shall have received the following: 
  
 (i) a counterpart of this Agreement signed by or on behalf
of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; 
  
 (ii) duly executed Notes payable to such Lender; 

 
 (iii) a duly executed Subsidiary Guarantee Agreement and
Indemnity and Contribution Agreement; 
  
 (iv)
evidence of the payment and termination of the Prior Credit Facility, in form and substance satisfactory to Administrative Agent; 
  
 (v) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the
resolutions of its boards of directors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan
Documents to which it is a party; 
  
 (vi)
certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of such
Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; 
  
 (vii) a favorable written opinion of W. Bayless Rowe, Vice President, General Counsel and Secretary of the Borrower, addressed to the
Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;

  
 (viii) a certificate, dated the Closing Date
and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 including a representation that no event or condition has occurred since the last audited
financial statements which would have a Material Adverse Effect; 
  
 (ix) a duly executed Notice of Borrowing, if applicable; 
  
 (x) a duly executed funds disbursement agreement; 
  
 (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders
required or advisable to be made or obtained under any Requirement of Law, or by any contractual obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the
transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; and 
  

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 (xii) copies of the consolidated financial statements of the Borrower and its
subsidiaries for the fiscal years ended 2002, 2003, and 2004, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and the
consolidated financial statements of Borrower and its subsidiaries for the fiscal quarter ending June 30, 2005, and such other financial information as the Administrative Agent may reasonably request; and 
  
 (xiii) certificates of insurance issued on behalf of
insurers of the Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all guarantors, naming the Administrative Agent as additional insured and loss
payee, as appropriate. 
  
 Section 3.2. Each Credit
Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction of the following conditions: 
  
 (a) at the time of and immediately after giving effect to such Borrowing or
the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist; and 
  
 (b) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of
the date of such Borrowing or the date of issuance, amendment, extension or renewal of such Letter of Credit, in each case before and after giving effect thereto; 
  
 (c) since the date of the audited financial statements of the Borrower described in Section 4.4, there shall
have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and 
  
 (d) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the
Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders. 
  
 Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2. 
  
 Section 3.3. Delivery of Documents. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to
in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and
substance satisfactory in all respects to the Administrative Agent. 
  

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 ARTICLE IV 
  
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower represents and warrants to the Administrative Agent and each Lender as follows: 
  
 Section 4.1. Existence; Power. The Borrower and
each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now
conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material
Adverse Effect. 
  
 Section 4.2. Organizational Power;
Authorization. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and
if required, stockholder, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute,
valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 
  
 Section 4.3. Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by
each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any judgment or order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment
to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries. 
  
 Section 4.4. Financial Statements. The Borrower has furnished to each Lender (i) the audited
consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2004 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended reported on by KPMG, LLP and
(ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of June 30, 2005, and the related unaudited consolidated statements of income and cash flows for the fiscal quarter and year-to-date period
then ending, certified by a Responsible Officer. Such financial statements fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in
conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in 
  

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 the case of the statements referred to in clause (ii). Since December 31, 2004, there have been no changes with
respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. 
  
 Section 4.5. Litigation and Environmental Matters. 
  
 (a) No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against
or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. 
  
 (b) Neither the Borrower nor any of its Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, in each case which could reasonably be expected to have a Material Adverse Effect. 
  
 Section 4.6. Compliance with Laws and Agreements. The
Borrower and each Subsidiary is in compliance with (a) all applicable laws, rules, regulations and orders of any Governmental Authority, and (b) all indentures, agreements or other instruments binding upon it or its properties, except
where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
  
 Section 4.7. Investment Company Act, Etc. Neither the Borrower nor any of its Subsidiaries is (a) an “investment
company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as
amended or (c) otherwise subject to any other regulatory scheme limiting its ability to incur debt. 
  
 Section 4.8. Taxes. The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any Subsidiary could become
liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made
against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (i) to the extent the failure to do so would not have a Material Adverse Effect or (ii) where
the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated. 
  
 Section 4.9. Margin Regulations. None of the proceeds of any of the Loans or Letters of Credit will be
used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the
provisions of applicable margin regulations. 
  

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 Section 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each
Plan (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $200,000 the fair market value of the
assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $200,000 the fair market value of the assets of all such underfunded Plans. 
  
 Section 4.11. Ownership of Property. 
  
 (a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the
operation of its business. 
  
 (b) Each of the Borrower and its
Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries
does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect. 
  
 Section 4.12. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments, and
corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
None of the reports (including without limitation all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; 
  
 Section 4.13. Labor Relations. There are no strikes,
lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, and no significant unfair labor
practice, charges or grievances are pending against the Borrower or any of its Subsidiaries, or to the Borrower’s knowledge, threatened against any of them before any Governmental Authority, which could reasonably be expected to have a Material
Adverse Effect. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any 
  

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 collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such
Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  
 Section 4.14. Subsidiaries. Schedule 4.14 sets forth the name of, the ownership interest of the Borrower in, the jurisdiction of
incorporation of, and the type of, each Subsidiary as of the Closing Date. 
  
 Section 4.15. Foreign Assets Control Regulations, Etc. Neither the making of any Loan nor the use of the proceeds thereof will violate (a) the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (b) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) or (c) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism). Without limiting the foregoing, neither Borrower nor any of its Subsidiaries is or will become a “blocked person” as
described in Section 1 of such Executive Order or engages or will engage in any dealings or transactions with, or is otherwise associated with, any such blocked person. 
  
 ARTICLE V 
  
 AFFIRMATIVE COVENANTS 
  
 The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of and interest on any Loan or any fee or any LC
Disbursements remains unpaid or any Letter of Credit remains unpaid: 
  
 Section 5.1. Financial Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender: 
  
 (a) as soon as available and in any event within 90 days after the end of each fiscal year of Borrower, a copy of the annual audited report for such
fiscal year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash
flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by KPMG, LLP or
other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such
financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such fiscal year on a consolidated and consolidating basis in accordance with GAAP and that
the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; 
  

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 (b) as soon as available and in any event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s
previous fiscal year, all certified by the chief financial officer or treasurer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated
basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; 
  
 (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a certificate of a Responsible Officer,
(i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes
to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI including calculations demonstrating Borrower’s Minimum Timber Market Value for each month, and (iii) stating
whether any change in GAAP or the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 4.4 and, if any change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate; 
  
 (d)
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of
said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; 
  
 (e) promptly upon the consummation of any offering of common or preferred stock of the Borrower, notice thereof and the aggregate amount of proceeds
raised therefrom. 
  
 (f) promptly following any request therefor,
such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request. 
  
 Section 5.2. Notices of Material Events. The
Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: 
  
 (a) the occurrence of any Default or Event of Default; 
  
 (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the
Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 
  
 (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental 
  

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 Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to
any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  
 (d) the occurrence of any ERISA Event that alone, or together
with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and 
  
 (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

  
 (f) Each notice delivered under this Section shall be
accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 
  
 Section 5.3. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business; provided, that nothing in this Section shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3. 

 
 Section 5.4. Compliance with Laws, Etc. The Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its properties, except where the failure to do so, either individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. 
  
 Section 5.5. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax
liabilities and claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect. 
  
 Section 5.6. Books and Records. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent
necessary to prepare the consolidated financial statements of Borrower in conformity with GAAP. 
  
 Section 5.7. Visitation, Inspection, Appraisals Etc. 
  
 (a) The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or
any Lender, to visit and inspect its properties, to 
  

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 examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and
accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably request after reasonable prior notice to the Borrower;
provided, however, if an Event of Default has occurred and is continuing, no prior notice shall be required. 
  
 (b) The Borrower will, and will cause each of its Subsidiaries to, deliver to the Lenders such appraisals of the timber land of the Loan Parties as the
Administrative Agent may reasonably request at any time and from time to time, such appraisals to be conducted by an appraiser, and in form and substance, reasonably satisfactory to the Administrative Agent conducted at the expense of the Lenders,
unless an Event of Default has occurred and is continuing, at which time such appraisals shall be conducted at the expense of the Borrower as frequently as the Required Lenders shall request. 
  
 Section 5.8. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear except where the failure to do so, either
individually or it the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the
properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. 
  
 Section 5.9. Use of Proceeds and Letters of Credit. The
Borrower will use the proceeds of all Loans to refinance the Prior Credit Facility on the Closing Date and thereafter to finance working capital needs, to finance acquisitions and for other general corporate purposes of the Borrower and its
Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X. All
Letters of Credit shall be used for general corporate purposes. 
  
 Section 5.10. Additional Subsidiaries. If any additional Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten (10) business days after such Subsidiary is acquired or formed, notify
the Administrative Agent and the Lenders thereof and will cause such Subsidiary to become a Subsidiary Loan Party by executing agreements in the form of Annex I to the Subsidiary Guarantee Agreement and Annex I to the Indemnity and Contribution
Agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders and will cause such Subsidiary to deliver simultaneously therewith similar documents applicable to such Subsidiary required under
Section 3.1 as reasonably requested by the Administrative Agent. 
  

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 ARTICLE VI 
  
 FINANCIAL COVENANTS 
  
 The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or
any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: 
  
 Section 6.1. Leverage Ratio. The Borrower and its Subsidiaries shall maintain, as of the last day of each fiscal quarter of the Borrower, a Leverage Ratio of not greater than 0.60:1.0. 

 
 Section 6.2. Fixed Charge Coverage Ratio. The Borrower
and its Subsidiaries shall maintain, as of last day of each fiscal quarter of the Borrower, a Fixed Charge Coverage Ratio of not less than 2.5:1.0. 
  
 Section 6.3. Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than an amount equal
to the sum of (i) $165,000,000, plus (ii) 50% of Consolidated Net Income accrued during each fiscal quarter ending thereafter, commencing with the fiscal quarter ending June 30, 2005, provided, that if Consolidated Net
Income is negative in any fiscal quarter the amount added for such fiscal quarter shall be zero and such negative Consolidated Net Income shall not reduce the amount of Consolidated Net Income added from any previous fiscal quarter, plus
(iii) 100% of the net proceeds from any public or private offering of common or preferred stock of the Borrower issued after the Closing Date. 
  
 Section 6.4. Minimum Timber Market Value. The Borrower and its Subsidiaries shall maintain a Timber Market Value greater than 200% of
outstanding Total Senior Indebtedness. 
  
 ARTICLE VII

  
 NEGATIVE COVENANTS 
  
 The Borrower covenants and agrees that so long as any Lender has a Commitment
hereunder or the principal of or interest on any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding: 
  
 Section 7.1. Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Indebtedness, except: 
  
 (a) Indebtedness created pursuant to the Loan Documents (including without limitation Letters of Credit issued pursuant to Section 2.23); 
  

(b) Indebtedness existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; 
  

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 (c) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or
improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets if secured by a Lien on any such assets prior to the acquisition thereof; provided,
that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, that the aggregate principal amount of such Indebtedness does not
exceed $2,000,000 at any time outstanding; 
  
 (d) Indebtedness of
the Borrower owing to any Subsidiary Loan Party and of any Subsidiary Loan Party owing to the Borrower or any other Subsidiary Loan Party; 
  
 (e) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary
Loan Party; 
  
 (f) Indebtedness of any Person which becomes a
Subsidiary after the date of this Agreement; provided, that such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and the
aggregate principal amount of such Indebtedness permitted hereunder shall not exceed $5,000,000 outstanding at any time; 
  
 (g) the Del-Tin Guarantee; 
  
 (h) Indebtedness in respect of obligations under Hedging Agreements permitted by Section 7.10; 
  
 (i) Indebtedness incurred under a line of credit with BancorpSouth in an
amount not to exceed $1,000,000; 
  
 (j) Letters of credit (which
are not issued pursuant to this Agreement) which are issued in the ordinary course of business of the Borrower in an aggregate stated amount not to exceed $5,000,000; and 
  
 (k) other unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

  
 Section 7.2. Negative Pledge. The Borrower
will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: 
  
 (a) Permitted Encumbrances; 
  
 (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided,
that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; 
  

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 (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost
of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital
Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or
completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;

  
 (d) any Lien (i) existing on any asset of any Person at
the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the
acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date
that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and 
  
 (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the
principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby. 
  
 Section 7.3. Fundamental Changes. 
  
 (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit
any other Person to merge into or consolidate with it or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing
(i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided,
that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section 7.4. 
  
 (b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto. 
  
 Section 7.4.
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any
common stock, evidence of indebtedness or other securities (including any option, warrant, or other right 
  

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 to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or
make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except: 
  
 (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in
Subsidiaries); 
  
 (b) Permitted Investments; 
  
 (c) Guarantees constituting Indebtedness permitted by
Section 7.1; 
  
 (d) Investments made by the Borrower
in or to any Subsidiary Loan Party and by any Subsidiary to the Borrower or in or to another Subsidiary Loan Party; 
  
 (e) Loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and
related expenses; provided, however, that the aggregate amount of all such loans and advances does not exceed $500,000 at any time; 
  
 (f) Hedging Agreements permitted by Section 7.10; and 
  

(g) Investments consisting of the acquisition of assets or equity interests of third parties provided (i) such acquisition is in the same line of
business of the Borrower and its Subsidiaries as engaged in on the Closing Date; (ii) the acquisition would not violate the financial covenants under Article VI (calculated on a pro forma basis taking into account such acquisition); and
(iii) no Default or Event of Default exists or would exist taking into account such acquisition. 
  
 Section 7.5. Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to
pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of,
any shares of common stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such common stock or such Indebtedness, whether now or hereafter outstanding (each, a
“Restricted Payment”), except for (i) dividends payable by the Borrower in shares of any class of its common, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary and
(iii) cash dividends paid on, and cash redemptions of, the common stock or preferred stock of the Borrower; provided, that no Default or Event of Default has occurred and is continuing at the time such dividend is paid or redemption is
made. 
  
 Section 7.6. Sale of Assets. The
Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary’s common stock to any Person other than the Borrower (or to qualify directors if required by applicable law), except (i) the sale or other 
  

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 disposition for fair market value of obsolete or worn out property or other property not necessary for operations
disposed of in the ordinary course of business, (ii) the sale of inventory and Permitted Investments in the ordinary course of business, (iii) the sale of timber land and real estate in connection with any Asset Like Kind Exchange,
(iv) other sales of assets not to exceed $5,000,000 in the aggregate in any fiscal year of the Borrower or (v) the sale of assets in the ordinary course of business not to exceed $1,000,000 at any one time. 
  
 Section 7.7. Transactions with Affiliates. The Borrower
will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of
its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its wholly-owned Subsidiaries not involving any other Affiliates and (c) any Restricted Payment permitted by Section 7.5. 
  
 Section 7.8. Restrictive Agreements. The Borrower
will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans
or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the
foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, the Note Purchase Agreement or the Senior Note Documents, (ii) the foregoing shall not apply to customary restrictions
and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall
not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause
(a) shall not apply to customary provisions in leases restricting the assignment thereof. 
  
 Section 7.9. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as
the property sold or transferred. 
  
 Section 7.10.
Hedging Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which
the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Agreement entered into for speculative purposes or of a
speculative nature (which shall be deemed to 
  

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 include any Hedging Agreement under which the Borrower or any of the Subsidiaries is or may become obliged to make any
payment (i) in connection with the purchase by any third party of any common stock or any Indebtedness or (ii) as a result of changes in the market value of any common stock or any Indebtedness) is not a Hedging Agreement entered into in
the ordinary course of business to hedge or mitigate risks. 
  
 Section 7.11. Amendment to Material Documents. The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders under (a) its
certificate of incorporation, bylaws or other organizational documents, (b) the Note Purchase Agreement or (c) the Senior Note Documents. 
  
 Section 7.12. Accounting Changes. The Borrower will not, and will not permit any Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required or permitted by GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the
Borrower. 
  
 ARTICLE VIII 
  
 EVENTS OF DEFAULT 
  
 Section 8.1. Events of Default. If any of the following
events (each an “Event of Default”) shall occur: 
  
 (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment or otherwise; or 
  
 (b) the Borrower shall fail to
pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of three (3) Business Days; or 
  
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto)
and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party
pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or 
  
 (d) the Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.1,
5.2, 5.3 (with respect to the Borrower’s existence) or Articles VI or VII; or 
  
 (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a),
(b) and (d) above), and 
  

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 such failure shall remain unremedied for 30 days after the earlier of (i) any officer of the Borrower becomes
aware of such failure, or (ii) notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or 
  
 (f) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest
on any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument evidencing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and
payable; or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in
each case prior to the stated maturity thereof; or 
  
 (g) the
Borrower or any Subsidiary Loan Party shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such
Subsidiary Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or
(vi) take any action for the purpose of effecting any of the foregoing; or 
  
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary Loan Party or its
debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar
official for the Borrower or any Subsidiary Loan Party or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree approving or ordering any of the
foregoing shall be entered; or 
  
 (i) the Borrower or any
Subsidiary Loan Party shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or 
  
 (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could
reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; or 
  

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 (k) Borrower shall fail to observe or perform any covenant or agreement in the Del-Tin Guarantee and such
failure shall remain unremedied after any cure period or grace period therein; or 
  
 (l) any judgment or order for the payment of money in excess of $1,000,000 in the aggregate shall be rendered against the Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
or 
  
 (m) any non-monetary judgment or order shall be rendered
against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or 
  
 (n) a Change
in Control shall occur or exist; or 
  
 (o) any provision of any
Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Subsidiary Loan Party, or any Subsidiary Loan Party shall so state in writing, or any Subsidiary Loan Party shall seek to terminate its
Subsidiary Guarantee Agreement; or 
  
 (p) an “Event of
Default” shall occur under any other Loan Document; 
  
 then, and in every
such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the
Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately;
(ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower and (iii) exercise all remedies contained in any other Loan Document; and that, if an Event of Default specified in either clause (g) or (h) shall occur, the Commitments shall
automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower. 
  
 ARTICLE IX 
  
 THE ADMINISTRATIVE
AGENT 
  
 Section 9.1. Appointment of
Administrative Agent. 
  
 (a) Each Lender irrevocably
appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, 
  

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 together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform
any of its duties hereunder 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 through their
respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent and 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 credit facilities provided for herein as well as activities as Administrative Agent. 
  
 (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until
such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities
(i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and
agreements for Letters of Credit pertaining to the Letters of Credit as fully as the term “Administrative Agent” as used in this Article IX included the Issuing Bank with respect to such acts or omissions and (ii) as additionally
provided in this Agreement with respect to the Issuing Bank. 
  
 Section 9.2. Nature of Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required
to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not 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 Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default or
Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the 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 any 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 and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument
or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  

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 Section 9.3. Lack of Reliance on the Administrative Agent. Each of the Lenders, the
Swingline Lender and the Issuing Bank acknowledges that 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 Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder. 

 
 Section 9.4. Certain Rights of the Administrative
Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the
terms of this Agreement. 
  
 Section 9.5. 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 believed by it to
be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability
for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public 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 such counsel, accountants or experts. 
  
 Section 9.6. The Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity
as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, “holders of Notes”, or any similar terms
shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder. 
  

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 Section 9.7. Successor Administrative Agent. 
  
 (a) The Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at
such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the
United States, having a combined capital and surplus of at least $500,000,000. 
  
 (b) Upon the acceptance of its appointment the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice is given of the
retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be
discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint
a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent. 
  
 Section 9.8. Authorization to Execute other Loan Documents. Each Lender hereby authorizes the Administrative Agent to execute on behalf
of all Lenders all Loan Documents other than this Agreement. 
  
 ARTICLE X 
  
 MISCELLANEOUS

  
 Section 10.1. Notices. 

 
 (a) Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy,
as follows: 
  

							
	 To the Borrower:
	  	Deltic Timber Corporation	  	 	  	 
	 	  	210 East Elm	  	 	  	 
	 	  	El Dorado, Arkansas 71730	  	 	  	 
	 	  	Attention: Mr. Clefton D. Vaughan, CFO,	  	 	  	 
	 	  	Vice President & Treasurer	  	 	  	 
	 	  	Telecopy Number: (870) 881-6457	  	 	  	 

  

 59 









							
	 To the Administrative
	  	 	  	 	  	 
	 Agent, the Swingline
	  	 	  	 	  	 
	 Lender or the Issuing Bank:
	  	SunTrust Bank	  	 	  	 
	 	  	850 Ridge Lake Blvd., Suite 450	  	 	  	 
	 	  	Memphis, TN 38120	  	 	  	 
	 	  	Attention: Bryan W. Ford, Director	  	 	  	 
	 	  	Telecopy Number: (901) 842-4015	  	 	  	 
				
	 With a copy to:
	  	SunTrust Agency Services	  	 	  	 
	 	  	303 Peachtree Street, N. E./ 25th Floor	  	 	  	 
	 	  	Atlanta, Georgia 30308	  	 	  	 
	 	  	Attention: Doris Folsom	  	 	  	 
	 	  	Telecopy Number: (404) 724-3879	  	 	  	 
				
	 To any other Lender:
	  	the address set forth in the Administrative Questionnaire	  	 	  	 

  
 Any party hereto may change its
address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mails or if delivered, upon receipt; provided, that notices delivered to
the Administrative Agent, the Issuing Bank or the Swingline Bank shall not be effective until actually received by such Person at its address specified in this Section 10.1. 
  
 (b) Any agreement of the Administrative Agent and the Lenders herein to receive certain notices by telephone or facsimile is
solely for the convenience and at the request of the Borrower. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation
of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice
or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in any such telephonic or facsimile notice. 
  

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 Section 10.2. Waiver; Amendments. 
  
 (a) No failure or delay by the Administrative Agent, the Issuing Bank or any
Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the
Administrative Agent or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. 
  
 (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or
interest on, any Loan or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.8(b) or Section 2.20 (b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement, without the written consent of each Lender; (vii) release all or
substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender; provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the
Administrative Agent, the Swingline Bank or the Issuing Bank without the prior written consent of such Person. 
  
 Section 10.3. Expenses; Indemnification 
  
 (a) The Borrower shall pay (i) all reasonable and documented, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates,
including the reasonable fees, 
  

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 charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the syndication
of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document
shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Issuing Bank or any
Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such
reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
  
 (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable losses, claims, damages, liabilities and related expenses (including the reasonable and
documented fees, charges and disbursements of any outside counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or
as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder
or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 
  
 (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all
stamp, documentary, and other similar filing fees or taxes with respect to the perfection or maintenance of any Lien, if any, in favor of the Administrative Agent granted under any Loan Documents and save the Administrative Agent and each Lender
harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such fees or taxes. 
  

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 (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative
Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro
rata share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. 
  
 (e) To the extent permitted by applicable law, neither the Borrower nor any other Loan Party shall assert, and each Loan Party hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of proceeds thereof. To the extent permitted by applicable law, neither the Administrative Agent nor any Lender will assert, and each Lender and
the Administrative Agent hereby waives, any claim against Borrower or any Loan Party, on any theory of liability, for consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of,
this Agreement or any agreement or instrument contemplated hereby or the transactions contemplated therein. 
  
 (f) All amounts due under this Section shall be payable on the Closing Date if due on such date or, with respect to any other amounts, within ten
(10) Business Days after Borrower’s receipt of written demand therefor. 
  
 Section 10.4. Successors and Assigns. 
  
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent 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 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) Any Lender may assign to one or more Eligible Assignees at any time all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment
and the Loans and LC Exposure at the time owing to it); provided, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment, the LC Exposure and the Revolving Credit Exposure
owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose 
  

 63 








 includes Revolving Credit Exposure outstanding thereunder) of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed; provided, that the Borrower shall be deemed to have reasonably withheld such consent if the Eligible Assignee is a bank owned
by any forest products company), (ii) 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 Commitment or Revolving
Credit Exposure assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations on a non-pro rata basis, (iii) no assignment shall be made to a Person (or Affiliate
of such Person) primarily engaged in the timber or paper industry without the written consent of the Borrower; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $1,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and, if it is a Foreign Lender, the appropriate documents
required under Section 2.19(e). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.17, 2.18 and 2.19 and 10.3). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section. Any
consent of the Borrower otherwise required hereunder shall not be required if an Event of Default has occurred and is continuing. Upon the consummation of any such assignment hereunder, the assigning Lender, the Administrative Agent and the Borrower
shall make appropriate arrangements to have new Notes issued if so requested by either or both the assigning Lender or the assignee. Any assignment or other transfer by a Lender that does not fully comply with the terms of this clause (b) shall
be treated for purposes of this Agreement as a sale of a participation pursuant to clause (d) below. 
  
 (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia, or at
the offices of its designated agent, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount 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. 
  

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 (d) Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of
its Commitment, the Loans owing to it and its other Revolving Credit Exposure); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) no Participant shall be a Person (or
Affiliate of such Person) primarily engaged in the timber or paper industry without the written consent of the Borrower, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations
hereunder, and (iv) the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement and the other Loan Documents. 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 the other Loan Documents
and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; 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 of this Agreement described in the first proviso of Section 10.2(b) that affect the Participant. Subject to paragraph (e) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 to the same extent as if it were a Lender hereunder and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the
extent permitted by law, each Participant shall also be entitled to the benefits of Section 2.20 as though it were a Lender, provided, that such Participant agrees to be subject to Section 2.20 as though it were a
Lender hereunder. 
  
 (e) A Participant shall not be entitled to
receive any greater payment under Section 2.17, 2.18 and 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.19 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.19(e) as though it were a Lender. 
  
 (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
and its Notes to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  

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 Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process. 

 
 (a) This Agreement and the other Loan Documents shall be construed in
accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Georgia. 
  
 (b) The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court of the Northern
District of Georgia, and of any state court of the State of Georgia located in Fulton County and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the
transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such Georgia state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action 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 any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against the Borrower in the courts of any jurisdiction. 
  
 (c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit,
action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in
this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law. 
  
 Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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. 
  

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 Section 10.7. Right of Setoff. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held
or other obligations at any time owing by such Lender or the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank irrespective of whether such Lender or the Issuing
Bank shall have made demand hereunder and although such Obligations may be unmatured. Each Lender and the Issuing Bank agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender
and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. 
  

Section 10.8. Counterparts; Integration. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan Documents, and any separate letter agreement(s) relating
to any fees payable to the Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding
such subject matters. 
  
 Section 10.9.
Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding, and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.17, 2.18, 2.19, and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit and, the Commitments or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices,
and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making of the Loans and the issuance of the Letter of Credit. 
  
 Section 10.10. Severability. Any provision of this
Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof. 
  

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 Section 10.11. Confidentiality. The Administrative Agent, the Issuing Bank and each
Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any information designated in writing as confidential and provided to it by the Borrower or any Subsidiary, except that such information may be disclosed
(i) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender, including without limitation accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority, (iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section, or which
becomes available to the Administrative Agent, the Issuing Bank any Lender or any Related Party of any of the foregoing on a nonconfidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedy
hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, and (ix) subject to provisions substantially similar to this Section 10.11, to any actual or prospective assignee or
Participant, or (vi) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for 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 10.12. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate of interest (the
“Maximum Rate”) which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Rate to the date of repayment, shall have been received by such Lender. 
  
 Section 10.13. Waiver of Effect of Corporate Seal. The Borrower represents and warrants that neither it nor any other Loan Party is required to affix its corporate or company seal to this Agreement or any other Loan
Document pursuant to any requirement of law or regulation, and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this Agreement or such other Loan Documents. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	DELTIC TIMBER CORPORATION
		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  












			
	SUNTRUST BANK
	 as Administrative Agent, as Issuing Bank, as
 Swingline Lender and as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment: $40,000,000 
 Swingline Commitment: $10,000,000 
  

 70 









			
	 AMSOUTH BANK,

	 as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment: $35,000,000 
  

 71 









			
	JPMORGAN CHASE BANK, N.A.
	as a Lender
		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment:
$35,000,000 
  

 72 









			
	AMERICAN AGCREDIT, PCA
	as a Lender
		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment:
$35,000,000 
  

 73 









			
	 COOPERATIEVE CENTRALE RAIFFEISEN-
 BOERENLEENBANK B.A., “RABOBANK
 NEDERLAND”, NEW YORK BRANCH,

	as a Lender
		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment:
$35,000,000 
  

 74 









			
	WELLS FARGO BANK, N.A.,
	 as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment: $35,000,000 
  

 75 









			
	REGIONS BANK,
	 as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment: $25,000,000 
  

 76 









			
	BANCORPSOUTH BANK,
	 as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Revolving Commitment: $20,000,000 
  

 77 








 EXHIBIT A 
  
 REVOLVING CREDIT NOTE 
  

			
	[$                     ]	  	Atlanta, Georgia
	 	  	September     , 2005

  
 FOR VALUE RECEIVED,
the undersigned, Deltic Timber Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to [name of Lender] (the “Lender”) or its registered assigns, at
the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the Revolving Credit Loan Agreement dated as of September
    , 2005 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto
and SunTrust, as Administrative Agent for the Lenders, the lesser of the principal sum of [amount of such Lender’s Revolving Commitment] and the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office,
at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of
collection, including the reasonable attorneys’ fees of the Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 
  
 The Borrower promises to pay interest, on demand, at the Default Rate (as defined in the Credit Agreement) on the terms and
conditions set forth in the Credit Agreement. 
  
 All borrowings
evidenced by this Revolving Credit Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the
obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement. 
  

This Revolving Credit Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon
the terms and conditions therein specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 
  

 A-1 









			
	DELTIC TIMBER CORPORATION
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 A-2 








 LOANS AND PAYMENTS 
  

									
	         Date        

	 	 Amount and
         Type of Loan        

	 	         Payments
of        
 Principal

	 	 Unpaid
 Principal
         Balance
of        
 Note

	 	         Name of
Person        
 Making
 Notation



  

 A-3 








 EXHIBIT B 
  
 SWINGLINE NOTE 
  

			
	 [$                    ]
	  	Atlanta, Georgia
	 	  	September     , 2005

  
 FOR VALUE RECEIVED,
the undersigned, DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to SUNTRUST BANK (the “Swingline Lender”) or its registered
assigns, at the office of SunTrust Bank (“SunTrust”) at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, on the Commitment Termination Date (as defined in the Revolving Credit Loan Agreement dated as of
September     , 2005 as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party
thereto and SunTrust, as Administrative Agent for the Lenders, the lesser of the principal sum of Ten Million and No/100 Dollars ($10,000,000.00) and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the
Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all
costs of collection, including the reasonable attorneys’ fees of the Swingline Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. 
  
 The Borrower promises to pay interest, on demand, at the Default Rate (as
defined in the Credit Agreement) on the terms and conditions set forth in the Credit Agreement. 
  
 All borrowings evidenced by this Swingline Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the
holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure
of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Swingline Note and the Credit Agreement.

  
 This Swingline Note is issued in connection with, and is
entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to
the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 
  

 B-1 









			
	 DELTIC TIMBER CORPORATION

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 B-2 








 LOANS AND PAYMENTS 
  

									
	         Date        

	 	 Amount and
         Type of Loan        

	 	         Payments
of        
 Principal

	 	 Unpaid
 Principal
         Balance
of        
 Note

	 	         Name of
Person        
 Making
 Notation



  

 B-3 








 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 [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the 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. 
  
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes
from the Assignor, 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 rights and
obligations in its capacity as a Lender 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 under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) 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 pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  
 No Person or Affiliate of such Person can be an Assignee if it
is primarily engaged in the timber or paper industry. By execution of this Assignment and Assumption, the Assignee represents and warrants that it is not an entity or an affiliate of an entity which is primarily engaged in the timber and paper
industry. 
  

					
	1.	  	Assignor:	  	  


			
	2.	  	Assignee:	  	  


			
	 	  	 	  	[and is an Affiliate/Approved Fund of [identify Lender]]
			
	3.	  	Borrower(s):	  	Deltic Timber Corporation

  

 C-1 









					
	4.	  	Administrative Agent:	 	SunTrust Bank, as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	 	The $260,000,000 Revolving Credit Agreement dated as of September     , 2005 among Deltic Timber Corporation, the Lenders parties thereto, and SunTrust Bank, as
Administrative Agent, Swingline Lender and Issuing Bank
			
	6.	  	Assigned Interest:	 	 

  

									
	 Facility Assigned

	 	 Aggregate Amount
 of
 Commitment/Loans
 for all Lenders

	 	 Amount of
 Commitment/Loan
 Assigned

	 	 Percentage
 Assigned of
 Commitment/Loans

	 	 CUSIP Number


					
	 	 	 $
	 	 $
	 	 %
	 	 
					
	 	 	 $
	 	 $
	 	 %
	 	 
					
	 	 	 $
	 	 $
	 	 %
	 	 

  

					
	[7.	  	Trade Date:	 	                                ]

  
 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
	
	 [NAME OF ASSIGNOR]

		
	 By:
	 	  


	 Title:
	 	 
	
	ASSIGNEE
	
	 [NAME OF ASSIGNEE]

		
	 By:
	 	  


	 Title:
	 	 


  

 C-2 








 [Consented to and] Accepted: 
  

			
	 [NAME OF ADMINISTRATIVE AGENT], as

	     Administrative Agent

		
	 By
	 	  


	 Title:
	 	 
	
	 [Consented to:]

	
	 [NAME OF RELEVANT PARTY]

		
	 By
	 	  


	 Title:
	 	 

  

 C-3 








 EXHIBIT D 
  
 [FORM OF SUBSIDIARY GUARANTEE AGREEMENT] 
  
 SUBSIDIARY GUARANTEE AGREEMENT dated as of September     , 2005, among each of the Subsidiaries
listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), and SUNTRUST
BANK, a Georgia banking corporation as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). 
  
 Reference is made to the Revolving Credit Loan Agreement dated as of September     , 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”), Swingline Lender and Issuing Bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement. 
  
 The Lenders
have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the
Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration
therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Subsidiary Guarantee Agreement. 
  
 Accordingly, the parties hereto agree as follows: 
  
 SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as
a primary obligor and not merely as a surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement or disbursements, interest thereon and obligations to provide cash collateral, and (iii) all
other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership
or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan 
  

 D-1 








 Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents; and (c) the due and punctual payment and performance of all obligations of the Borrower, monetary or otherwise, under each Hedging Agreement entered into with
a counterparty that was a Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into (all the monetary and other obligations referred to in the preceding clauses (a) through (c) being collectively called the
“Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Obligation. 
  
 SECTION 2.
Obligations Not Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its
guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent or any Lender to assert any
claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification
of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect any
security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any Lender. 
  
 SECTION 3. Guarantee of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the
Administrative Agent or any Lender in favor of the Borrower or any other person. 
  
 SECTION 4. No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any
provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to the extent vary the risk of any Guarantor or that would
otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). 
  

 D-2 








 SECTION 5. Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final
and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder
except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable
law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security. 
  
 SECTION 6. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as
the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for the benefit of the Lenders in
cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of the Borrower now or hereafter held
by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited
against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. 
  
 SECTION 7. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the
Lenders will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks. 
  
 SECTION 8. Representations and Warranties. Each Guarantor represents and warrants as to itself that all representations and warranties relating to
it (as a Subsidiary of the Borrower) contained in the Credit Agreement are true and correct. 
  
 SECTION 9. Termination. The guarantees made hereunder (a) shall terminate when all the Obligations have been paid in full in cash and the Lenders have no further 
  

 D-3 








 commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no
further obligation to issue Letters of Credit under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by any Lender or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise. In connection with the foregoing, the Administrative Agent shall execute and deliver to such Guarantor or Guarantor’s
designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release. 
  
 SECTION 10. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of
each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a
counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment
shall be void). If all of the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without
further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder. 
  
 SECTION 11. Waivers; Amendment. (a) No failure or delay of the Administrative Agent of any in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and of the Administrative Agent hereunder and of the
Lenders under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any
case shall entitle such Guarantor to any other or further notice in similar or other circumstances. 
  
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the
Guarantors with respect to which such waiver, amendment or modification relates and the Administrative Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement). 
  

 D-4 








 SECTION 12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF GEORGIA. 
  
 SECTION 13. Notices.
All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it at its address set forth on Schedule I
attached hereto. 
  
 SECTION 14. Survival of Agreement;
Severability. (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan
Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation
made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated. 
  
 (b) In the event one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 SECTION 15. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute a single contract (subject to Section 10), and shall become effective as provided in Section 10. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery
of a manually executed counterpart of this Agreement. 
  
 SECTION
16. Rules of Interpretation. The rules of interpretation specified in Section 1.3 of the Credit Agreement shall be applicable to this Agreement. 
  
 SECTION 17. Jurisdiction; Consent to Service of Process. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any Georgia State court or Federal court of the United States of America sitting in Atlanta, Georgia, and any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such Georgia State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding 
  

 D-5 








 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 shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or
its properties in the courts of any jurisdiction. 
  
 (b) Each
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or the other Loan Documents in any Georgia State or Federal court. 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) Each party to this
Agreement irrevocably consents to service of process in the manner provided for notices in Section 13. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

  
 SECTION 18. Waiver of Jury Trial. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18. 
  
 SECTION 19. Additional Guarantors. Pursuant to Section 5.10 of
the Credit Agreement, each Subsidiary Loan Party that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming Subsidiary Loan Party. Upon execution and delivery after the date
hereof by the Administrative Agent and such Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and
delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement. 
  
 SECTION 20. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank are 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) at any time held and other Indebtedness at any time owing by such Lender or the Issuing Bank to or for the credit or the account
of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this 
  

 D-6 








 Agreement and the other Loan Documents held by such Lender or the Issuing Bank, irrespective of whether or not such
Person shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender and the Issuing Bank under this Section 20 are in addition to other rights and remedies
(including other rights of setoff) which such Lender or the Issuing Bank, as the case may be, may have. 
  
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. 
  

			
	EACH OF THE SUBSIDIARIES LISTED ON
	SCHEDULE I HERETO
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

			
	 SUNTRUST BANK, as

	 Administrative Agent

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 D-7 








 SCHEDULE I TO THE 
 SUBSIDIARY GUARANTEE AGREEMENT 
  

			
	 Guarantor(s)

	  	 Address



  

 D-8 








 ANNEX 1 TO THE 
 SUBSIDIARY GUARANTEE AGREEMENT 
  
 SUPPLEMENT NO. [    ] dated as of [                    ], to the Subsidiary Guarantee Agreement
(the “Guarantee Agreement”) dated as of September     , 2005 among each of the subsidiaries listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor” and collectively,
the “Guarantors”) of DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”) for
the Lenders (as defined in the Credit Agreement referred to below). 
  
 A. Reference is made to the Revolving Credit Loan Agreement dated as of September     , 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, swingline lender and Issuing Bank (in such capacity, the “Issuing Bank”). Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
  
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement and the Credit
Agreement. 
  
 C. The Guarantors have entered into the Guarantee
Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the
date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Section 19 of the Guarantee Agreement provides that additional Subsidiaries of the Borrower may become
Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued. 
  
 Accordingly, the
Administrative Agent and the New Guarantor agree as follows: 
  
 SECTION 1. In accordance with Section 19 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a
Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference.

  
 SECTION 2. The New Guarantor represents and warrants to the
Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 
  

 D-9 








 SECTION 3. This Supplement may be executed in counterparts each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the
New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 
  
 SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement
shall remain in full force and effect. 
  
 SECTION 5. THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. 
  
 SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 13 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower. 
  

SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Supplement, including
the fees, disbursements and other charges of counsel for the Administrative Agent. 
  
 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written. 
  

			
	 [Name of New Guarantor]

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	 Address:
	 	 


  

			
	 SUNTRUST BANK, as



  

 D-10 









			
	 Administrative Agent

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 D-11 








 EXHIBIT E 
  
 [FORM OF INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT] 
  
 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of September
    , 2005, among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), each Subsidiary listed on Schedule I hereto (the “Guarantors”), SUNTRUST BANK, a Georgia banking
corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below). 
  
 Reference is made to (a) the Revolving Credit Loan Agreement dated as of September     ,
2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative
Agent, swingline lender and Issuing Bank (in such capacity, the “Issuing Bank”), and (b) the Subsidiary Guarantee Agreement dated as September     , 2005, among the Guarantors and the Administrative
Agent (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

  
 The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Guarantors have guaranteed such Loans and the other Obligations
(as defined in the Guarantee Agreement) of the Borrower under the Credit Agreement pursuant to the Guarantee Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other
things, the execution and delivery by the Borrower and the Guarantors of an agreement in the form hereof. 
  
 Accordingly, the Borrower, each Guarantor and the Administrative Agent agree as follows: 
  
 SECTION 1. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors
may have under applicable law (but subject to Section 3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under the Guarantee Agreement, the Borrower shall indemnify such Guarantor for the full amount of
such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment. 
  
 SECTION 2. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 3) that, in
the event a payment shall be made by any other Guarantor under the Guarantee Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 1, the
Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of
which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth 
  

 E-1 








 of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
Section 12, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights of such Claiming
Guarantor under Section 1 to the extent of such payment. 
  
 SECTION 3. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2 and all other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required under applicable law or otherwise shall in any respect limit
the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. 
  
 SECTION 4. Termination. This Agreement shall survive and be in full
force and effect so long as any Obligation is outstanding and has not been indefeasibly paid in full in cash, and so long as the LC Exposure has not been reduced to zero or any of the Commitments under the Credit Agreement have not been terminated,
and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or reorganization
of the Borrower, any Guarantor or otherwise. 
  
 SECTION 5.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. 
  
 SECTION 6. No Waiver; Amendment. (a) No failure on the part of the Administrative Agent or any Guarantor to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Administrative Agent or any Guarantor preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. None of the Administrative Agent and the Guarantors shall be deemed to have waived any
rights hereunder unless such waiver shall be in writing and signed by such parties. 
  
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Borrower, the Guarantors and the Administrative Agent, with the
prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement). 
  
 SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in the Guarantee Agreement and addressed as
specified therein. 
  
 SECTION 8. Binding Agreement;
Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties

  

 E-2 








 that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the
foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this
Agreement. 
  
 SECTION 9. Survival of Agreement;
Severability. (a) All covenants and agreements made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be
considered to have been relied upon by the Administrative Agent, the Lenders and each Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid or the LC Exposure does
not equal zero and as long as the Commitments have not been terminated. 
  
 (b) In case one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to
be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts) each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall be effective with respect to any Guarantor when a counterpart bearing the signature of
such Guarantor shall have been delivered to the Administrative Agent. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

  
 SECTION 11. Rules of Interpretation. The rules of
interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement. 
  
 SECTION 12. Additional Guarantors. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not
in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof,
by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and
delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not 
  

 E-3 








 require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above.

  

			
	 DELTIC TIMBER CORPORATION

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

			
	 EACH OF THE SUBSIDIARIES LISTED ON

	 SCHEDULE I HERETO, as a Guarantor

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

			
	 SUNTRUST BANK, as

	 Administrative Agent

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 E-4 








 SCHEDULE I 
 TO THE INDEMNITY, SUBROGATION 
 AND CONTRIBUTION AGREEMENT 
  
 Guarantors 
  

			
	 Name

	  	 Address



  

 E-5 








 ANNEX I TO 
 THE INDEMNITY, SUBROGATION AND 
 CONTRIBUTION AGREEMENT 
  
 SUPPLEMENT NO. [    ] dated as of
[                    ], to the Indemnity, Subrogation and Contribution Agreement dated as of September     , 2005 (as the
same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”) among DELTIC TIMBER CORPORATION, a Delaware corporation (the “Borrower”), each
Subsidiary listed on Schedule I thereto (the “Guarantors”) and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement
referred to below). 
  
 A. Reference is made to (a) the
Revolving Credit Loan Agreement dated as of September     , 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to
time party thereto (the “Lenders”) and SunTrust Bank, as the Administrative Agent, swingline lender and Issuing Bank (in such capacity, the “Issuing Bank”), and (b) the Subsidiary Guarantee Agreement dated as
September     , 2005, among the Guarantors and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”). 
  
 B. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Credit Agreement. 
  
 C. The Borrower and the Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans
and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary Loan Party that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter
into the Guarantee Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries may become Guarantors under the Indemnity, Subrogation
and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued. 
  
 Accordingly, the
Administrative Agent and the New Guarantor agree as follows: 
  
 SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity, Subrogation and Contribution Agreement with the same
force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms 
  

 E-6 








 and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as Guarantor thereunder. Each
reference to a Guarantor in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference. 
  
 SECTION 2. The New Guarantor represents and warrants to the Administrative
Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 
  
 SECTION 3. This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts) each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received
counterparts of this Supplement that, when taken together, bear the signature of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of
a manually signed counterpart of this Supplement. 
  
 SECTION 4.
Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect. 
  
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. 
  
 SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 SECTION 7. All communications and notices hereunder shall be in writing and
given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature. 
  
 SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
  
 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Indemnity,
Subrogation and Contribution Agreement as of the day and year first above written. 
  

 E-7 









			
	 [Name of New Guarantor]

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	 Address:
	 	 


  

			
	 SUNTRUST BANK, as

	 Administrative Agent

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

 E-8 








 SCHEDULE I 
 TO SUPPLEMENT NO.          TO THE INDEMNITY, 
 SUBROGATION AND CONTRIBUTION AGREEMENT 
  
 Guarantors 
  

			
	 Name

	  	 Address



  

 E-9 








 EXHIBIT 2.3 
  
 NOTICE OF REVOLVING BORROWING 
  
 [Date] 
  
 SunTrust Bank, 
 as Administrative Agent 
 for the Lenders referred to below 
 303 Peachtree Street, N.E. 
 Atlanta, GA 30308 
  
 Attention: 
  
 Dear Sirs: 

 
 Reference is made to the Revolving Credit Loan Agreement dated as of
September     , 2005 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined
in the Credit Agreement are used herein with the same meanings. This notice constitutes a Notice of Revolving Borrowing, and the Borrower hereby requests a Revolving Borrowing under the Credit Agreement, and in that connection the Borrower specifies
the following information with respect to the Revolving Borrowing requested hereby: 
  

	 	(A)	Aggregate principal amount of Revolving Borrowing 1/:                


  

	 	(B)	Date of Revolving Borrowing (which is a Business Day):               

  

	 	(C)	Interest Rate basis
2/:                                      
                                   

  

	 	(D)	Interest Period
3/:                                      
                                       


  

	 	(E)	Location and number of Borrower’s account to which proceeds of Revolving Borrowing are to be disbursed:
                                        


  
 The Borrower hereby represents and warrants that
the conditions specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement are satisfied. 
  

			
	 Very truly yours,

	
	 DELTIC TIMBER CORPORATION

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:





	1/	Not less than $2,000,000 and an integral multiple of $1,000,000. 


	2/	Eurodollar Borrowing or Base Rate Borrowing. 


	3/	Which must comply with the definition of “Interest Period” and end not later than the Commitment Termination Date. 








 EXHIBIT 2.5 
  
 NOTICE OF SWINGLINE BORROWING 
  
 [Date] 
  
 SunTrust Bank, 
 as Administrative Agent 
 for the Lenders referred to below 
 303 Peachtree Street, N.E. 
 Atlanta, GA 30308 
  
 Attention: 
  
 Dear Sirs: 

 
 Reference is made to the Revolving Credit Loan Agreement dated as of
September     , 2005 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined
in the Credit Agreement are used herein with the same meanings. This notice constitutes a Notice of Revolving Borrowing, and the Borrower hereby requests a Revolving Borrowing under the Credit Agreement, and in that connection the Borrower specifies
the following information with respect to the Revolving Borrowing requested hereby: 
  
 (A) Principal amount of Swingline
Loan:                                       
          
  
 (B)
Date of Swingline Loan (which is a Business Day)                  
  
 (C) Location and number of Borrower’s account to which proceeds of Swingline Loan are to be
disbursed:                                      
                       
  
 The Borrower hereby represents and warrants that the conditions specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit
Agreement are satisfied. 
  

			
	 Very truly yours,

	
	 DELTIC TIMBER CORPORATION

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:










 EXHIBIT 2.7 
  
 FORM OF CONTINUATION/CONVERSION 
  
 [Date] 
  
 SunTrust Bank, 
 as Administrative Agent 
 for the Lenders referred to below 
 303 Peachtree Street, N.E. 
 Atlanta, GA 30308 
  
 Attention: 
  
 Dear Sirs: 

 
 Reference is made to the Revolving Credit Loan Agreement dated as of
September     , 2005 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined
in the Credit Agreement are used herein with the same meanings. This notice constitutes a Continuation/Conversion and the Borrower hereby requests the conversion or continuation of a Revolving Borrowing under the Credit Agreement, and in that
connection the Borrower specifies the following information with respect to the Revolving Borrowing to be converted or continued as requested hereby: 
  

	 	(A)	Revolving Borrowing to which this request
applies:                         

  

	 	(B)	Principal amount of Revolving Borrowing to be converted/continued
:                         

  

	 	(C)	Effective date of election (which is a Business
Day):                                       
          

  

	 	(D)	Interest rate
basis:                                       
                                        
                        

  

	 	(E)	Interest
Period:                                       
                                        
                            

  

			
	 Very truly yours,

	
	 DELTIC TIMBER CORPORATION

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 









 EXHIBIT 3.1(B)(IV) 
  
 FORM OF SECRETARY’S CERTIFICATE OF DELTIC TIMBER CORPORATION 
  
 Reference is made to the Revolving Credit Loan Agreement dated as of
September     , 2005 (the “Credit Agreement”), among Deltic Timber Corporation (the “Borrower”), the lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit
Agreement are used herein with the same meanings. This certificate is being delivered pursuant to Section 3.1 of the Credit Agreement. 
  
 I, [                    ], Secretary of the Borrower,
DO HEREBY CERTIFY that: 
  
 (a) there have been no amendments or
supplements to, or restatements of, the articles of incorporation of the Borrower delivered pursuant to Section 3.1 of the Credit Agreement; 
  
 (b) no proceeding have been instituted or are pending or contemplated with respect to the dissolution, liquidation or sale of all or substantially all the
assets of the Borrower or threatening its existence or the forfeiture or any of its corporate rights; 
  
 (c) annexed hereto as Exhibit A is a true and correct copy of the Bylaws of the Borrower as in effect on [Date]1/ and at all times
thereafter through the date hereof; 
  
 (d) annexed hereto as
Exhibit B is a true and correct copy of certain resolutions duly adopted by the Board of Directors of the Borrower at a meeting of said Board of Directors duly called and held on [Date], which resolutions are the only resolutions adopted by
the Board of Directors of the Borrower or any committee thereof relating to the Credit Agreement and the other Loan Documents to which the Borrower is a party and the transactions contemplated therein and have not been revoked, amended, supplemented
or modified and are in full force and effect on the date hereof; and 
  
 (e) each of the persons named below is and has been at all times since [date] a duly elected and qualified officer of the Borrower holding the respective office set forth opposite his or her name and the signature set forth opposite of each
such person is his or her genuine signature: 
  

					
	 Name

	  	Title

	  	 Specimen Signature


	 [Include all officers who are
 signing the Credit Agreement
 or any other Loan Documents.]
	  	 	  	 








 IN WITNESS WHEREOF, I have hereunto signed my name this      day of September,
2005. 
  

	
	  


	 Secretary



  
 I,
[                    ], [                    ] of
the Borrower, do hereby certify that [                    ] has been duly elected, is duly qualified and is the [Assistant] Secretary of the
Borrower, that the signature set forth above is [his/her] genuine signature and that [he/she] has held such office at all times since
[                    ]. 
  
 IN WITNESS WHEREOF, I have hereunto signed my name this      day of September, 2005. 
  

	
	 DELTIC TIMBER CORPORATION

	
	  


	 Title:



  

 E-2 








 EXHIBIT 3.1(B)(VII) 
  
 FORM OF OFFICER’S CERTIFICATE 
  
 Reference is made to the Revolving Credit Loan Agreement dated as of September     , 2005 (the
“Credit Agreement”), among Deltic Timber Corporation (the “Borrower”), the Lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same
meanings. This certificate is being delivered pursuant to Section 3.1(b)(vii) of the Credit Agreement. 
  
 I, [                    ],
[                    ] of the Borrower, DO HEREBY CERTIFY that: 
  
 (a) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of
the date hereof; and 
  
 (b) no Default or Event of Default has
occurred and is continuing at the date hereof; and 
  
 (c) since
December 31, 2004, which is the date of the most recent financial statements described in Section 5.1(a) of the Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect.

  
 IN WITNESS WHEREOF, I have hereunto signed my name this
     day of September, 2005. 
  

			
	 DELTIC TIMBER CORPORATION

	
	  


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