Document

Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





SIXTH AGREEMENT REGARDING CONSENTS AND AMENDMENTS


This SIXTH AGREEMENT REGARDING CONSENTS AND AMENDMENTS (this “Agreement”), dated as of October 14, 2021, is among CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, and the Lenders and Voting Participants under the Credit Agreement defined below that have executed this Agreement. Unless otherwise defined herein or the context otherwise requires, terms used herein shall have the meaning provided in the Credit Agreement.


W I T N E S S E T H:


WHEREAS, the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the Lenders party thereto and the Administrative Agent are parties to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS, the parties hereto have agreed to amend the Credit Agreement to increase the annual Normal Operating Real Property Disposition basket from 2% per fiscal year to 3% per fiscal year;


WHEREAS, TexMark Timber Treasury, L.P., a Delaware limited partnership (“Triple T”), is a Permitted Joint Venture under and as defined in the Credit Agreement;


WHEREAS, Creek Pine Holdings, LLC, a Delaware limited liability company (“Creek Pine Holdings”), has entered into a Recapitalization and Redemption Agreement, to be dated on or about the date hereof, by and among Creek Pine Holdings, Triple T GP, LLC, a Delaware limited liability company (“Triple T GP”), Triple T, and the Preferred Partners (as defined therein) party thereto (the “Redemption Agreement”), pursuant to which Triple T shall redeem all of Creek Pine Holdings’ and Triple T GP’s interests in Triple T (the “Triple T Equity Redemption”);


WHEREAS, pursuant to Section 7.2.9(n) of the Credit Agreement, no Loan Party may Dispose of the Equity Interests in any Permitted Joint Venture unless, inter alia, the aggregate consideration received by the Loan Parties in connection with such Disposition is not less than the Equity Value of such Permitted Joint Venture;


WHEREAS, the Borrower has advised that the consideration received by the Loan Parties in connection with the Triple T Equity Redemption will be less than the Equity Value of Triple T;


WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders consent to the aggregate consideration received by the Loan Parties in connection with the Triple T Equity Redemption being less than the Equity Value of Triple T;







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.



WHEREAS, the Administrative Agent and the Lenders are willing, subject to the terms and conditions hereinafter set forth herein, to give such consent;


WHEREAS, in connection with the Triple T Equity Redemption, the Lenders party hereto (constituting Required Lenders) hereby authorize the Administrative Agent to release its Lien upon the Equity Interests in Triple T held by Creek Pine Holdings, conditioned upon and concurrent with the consummation of the Triple T Equity Redemption;  


WHEREAS, in connection with the Triple T Equity Redemption, (i) that certain Amended and Restated Asset Management Agreement, dated as of June 24, 2020 (the “Asset Management Agreement”), by and between Creek Pine REIT, LLC, a Delaware limited liability company (“Creek Pine REIT”), Crown Pine Realty 1, Inc., a Delaware corporation (“Realty”), and CatchMark TRS Creek Management, LLC, a Delaware limited liability company (“Creek Management”), will terminate in accordance with its terms, and (ii) Triple T GP and Creek Pine Holdings will no longer be parties to the Amended and Restated Limited Partnership Agreement of Triple T, dated as of June 24, 2020, by and among Triple T GP, as general partner, and the other limited partners party thereto, as amended (the “Triple T LP Agreement”; and together with the Asset Management Agreement, the “Triple T Material Agreements”); 


WHEREAS, the Borrower desires to update the Disclosure Schedules to (i) remove the Triple T Material Agreements from Item 1.1(b) of the Disclosure Schedules and (ii) remove the Equity Interests in, and references to, Triple T, from the Ownership Diagram and Membership Diagram referenced in Item 6.8 of the Disclosure Schedules, and the Administrative Agent and Lenders party hereto have agreed to accept such updated Disclosure Schedules, conditioned upon and concurrent with the consummation of the Triple T Equity Redemption;


WHEREAS, in connection with the Triple T Equity Redemption, Creek Management, Creek Pine REIT and Realty will enter into a certain Transition Services Agreement, to be dated on or about the date hereof, by and among Creek Management, Creek Pine REIT and Realty (the “Services Agreement”), pursuant to which Creek Management will provide certain management services to Creek Pine REIT and Realty until March 31, 2022 in exchange for fees totaling approximately $5,000,000;


WHEREAS, the parties hereto wish to confirm, to the extent necessary, that fees received by Creek Management pursuant to the Services Agreement shall be included in net income for purposes of calculating Consolidated Adjusted EBITDA;


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lenders to continue to extend credit to the Borrower under the Credit Agreement, the parties hereto hereby agree as follows.


ARTICLE I


RECITALS


The recitals set forth above are hereby incorporated into this Agreement as if set forth at length herein.





Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.



ARTICLE II


AMENDMENTS


Effective as of the Effective Date (as defined below), the parties hereto agree to amend the Loan Documents as follows:


SECTION 2.1.     Amendment to Credit Agreement.  Section 3.1.2(b)(vii)(A) of the Credit Agreement is hereby amended by replacing “2%” with “3%”.


SECTION 2.2.     Amendment to Credit Agreement Exhibits.  Exhibit K to the Credit Agreement is hereby amended by replacing “2%” with “3%”.


ARTICLE III


CONSENT AND UPDATED SCHEDULES


Effective as of the Effective Date, the Administrative Agent and the Lenders hereby (1) consent to the aggregate consideration received by the Loan Parties in connection with the Triple T Equity Redemption being less than the Equity Value of Triple T; provided that (i) immediately upon any Loan Parties’ receipt of the Net Permitted Joint Venture Disposition Proceeds from the Triple T Equity Redemption, the Borrower shall repay the Loans and other Obligations in an amount equal to such Net Permitted Joint Venture Disposition Proceeds, (ii) the Triple T Equity Redemption complies with all other provisions of the Credit Agreement, and (iii) the Triple T Equity Redemption is effected pursuant to the Redemption Agreement delivered to the Administrative Agent prior to the date hereof; (2) accept updated Items 1.1(b) and 6.8 of the Disclosure Schedules delivered by the Borrower to the Lenders and the Administrative Agent, which are appended hereto as Schedule I, conditioned upon and concurrent with the consummation of the Triple T Equity Redemption; and (3) confirm, to the extent necessary, that fees received by Creek Management pursuant to the Services Agreement shall be included in net income for purposes of calculating Consolidated Adjusted EBITDA. The Lenders party hereto (constituting Required Lenders) hereby authorize the Administrative Agent to release its Lien upon the Equity Interests in Triple T held by Creek Pine Holdings, conditioned upon and concurrent with the consummation of the Triple T Equity Redemption.


ARTICLE IV


REAFFIRMATION


Each of the Borrower and the other Loan Parties confirms that all of its obligations under the Credit Agreement, the Notes and the other Loan Documents (each as modified by this Agreement) are and shall continue to be in full force and effect.


ARTICLE V


REPRESENTATIONS AND WARRANTIES







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.



In order to induce the Administrative Agent and the Lenders party hereto to enter into this Agreement, each Loan Party hereby jointly and severally (a) represents and warrants that as of the date hereof (i) the recitals set forth above are true and correct in all material respects, (ii) each of the representations and warranties of any Loan Party or any Subsidiary of any Loan Party contained in the Credit Agreement and in the other Loan Documents, in each case, after giving effect to the consents and amendments described in this Agreement, is true and correct in all material respects as if made on the date hereof; provided, that such representations and warranties (A) that relate solely to an earlier date are true and correct in all material respects as of such earlier date and (B) are true and correct in all respects if they are qualified by a materiality standard, and (iii) no Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving effect to this Agreement and the Triple T Equity Redemption, and (b) agrees that the incorrectness in any material respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default.


ARTICLE VI 


CONDITIONS TO EFFECTIVENESS


This Agreement shall become effective on such date (herein called the “Effective Date”) when each of the following conditions shall have been met:


SECTION 6.1.     Agreement.  The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered on behalf of each Loan Party, the Administrative Agent and the Lenders.


SECTION 6.2.     No Default.  No Default or Event of Default has occurred and is continuing.


SECTION 6.3.     Representations and Warranties.  The representations and warranties in Article V of this Agreement are true and correct as of the Effective Date.


SECTION 6.4.     Borrower Notification.  The Administrative Agent shall have received a written notification of the Borrower providing the information described in clause (iv) of the proviso to Section 7.2.9(n) of the Credit Agreement.


ARTICLE VII  


MISCELLANEOUS


SECTION 7.1.     Cross-References.  References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement.


SECTION 7.2.     Loan Document Pursuant to Credit Agreement.  This Agreement is a Loan Document executed pursuant to the Credit Agreement.  Except as otherwise specified herein, all of the representations, warranties, terms, covenants and conditions contained in the Credit Agreement and each other Loan Document shall remain unamended or otherwise unmodified and in full force and effect.





Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





SECTION 7.3.     Limitation of Agreement.  The modifications set forth herein shall be limited precisely as provided for herein and, except as expressly set forth herein, shall not be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or of any term or provision of any other Loan Document or of any transaction or further or future action on the part of the Borrower or any other Loan Party which would require the consent of the Administrative Agent or any of the Lenders under the Credit Agreement or any other Loan Document.  This Agreement shall not constitute a novation of the Credit Agreement or any other Loan Document.


SECTION 7.4.     Counterparts.  This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.


SECTION 7.5.     Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


SECTION 7.6.     Further Assurances.  In furtherance of the foregoing, each Loan Party shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement.


SECTION 7.7.     GOVERNING LAW; WAIVER OF JURY TRIAL; ENTIRE AGREEMENT.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EACH PERSON A PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT ENTERED INTO IN CONNECTION HEREWITH.  THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN OR ORAL, WITH RESPECT HERETO.


[Remainder of page intentionally left blank.]





Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written.
BORROWER:
CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P.


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




            By:    /s/ Ursula Godoy-Arbelaez                                    
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK TRS HARVESTING OPERATIONS, LLC
By:   Forest Resource Consultants, Inc., 
as Manager


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









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.







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


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


CATCHMARK TIMBER TRUST, INC.




                        By:        /s/ Ursula Godoy-Arbelaez                                 
                        Name:  Ursula Godoy-Arbelaez
                        Title:    Chief Financial Officer, Senior
                                     Vice President and Treasurer







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


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


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




                        By:    /s/ Ursula Godoy-Arbelaez                                 
                        Name:  Ursula Godoy-Arbelaez
                        Title:    Chief Financial Officer, Senior
                                     Vice President and Treasurer







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK TIMBER TRS, INC.




                        By:        /s/ Ursula Godoy-Arbelaez                                 
                        Name:  Ursula Godoy-Arbelaez
                        Title:    Chief Financial Officer, Senior
                                     Vice President and Treasurer















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK HBU, LLC


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


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




                        By:    /s/ Ursula Godoy-Arbelaez                                 
                        Name:  Ursula Godoy-Arbelaez
                        Title:    Chief Financial Officer, Senior
                                     Vice President and Treasurer







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK TEXAS TIMBERLANDS GP, LLC


By:  TIMBERLANDS II, LLC, as Member


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


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




                                    By:    /s/ Ursula Godoy-Arbelaez                     
                                    Name:  Ursula Godoy-Arbelaez
Title:    Chief Financial Officer, Senior                                                                 Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK TEXAS TIMBERLANDS, L.P.


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


            By:  TIMBERLANDS II, LLC, as Member


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


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


                                                By:    /s/ Ursula Godoy-Arbelaez          
                                                Name:  Ursula Godoy-Arbelaez
Title:    Chief Financial Officer, Senior Vice President and Treasurer











Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK TRS INVESTMENTS, LLC


By:   CATCHMARK TIMBER TRS, INC., as sole Member




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior 
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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




CATCHMARK TRS MANAGEMENT, LLC


By:   CATCHMARK TIMBER TRS, INC., as sole Member




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.







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


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


CATCHMARK TRS HARVESTING OPERATIONS II, LLC


By:  AMERICAN FOREST MANAGEMENT, INC.,
as Manager




                         By:  /s/ Brent J. Keefer                                  
Name:  Brent J. Keefer
Title:    Chief Executive Officer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




CATCHMARK SOUTHERN HOLDINGS II GP, LLC


By:  TIMBERLANDS II, LLC, as sole Member


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


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




                             By:    /s/ Ursula Godoy-Arbelaez                                 
                             Name:  Ursula Godoy-Arbelaez
                             Title:    Chief Financial Officer, Senior 
                                          Vice President and Treasurer











Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




CATCHMARK SOUTHERN TIMBERLANDS II, L.P.


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


            By:  TIMBERLANDS II, LLC, as sole Member


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


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




                                         By:    /s/ Ursula Godoy-Arbelaez                      
                                         Name:  Ursula Godoy-Arbelaez
                                         Title:    Chief Financial Officer, Senior 
                                                      Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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


CATCHMARK SOUTH CAROLINA TIMBERLANDS, LLC


            By:  TIMBERLANDS II, LLC, as sole Member


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


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




                                          By:    /s/ Ursula Godoy-Arbelaez          
                                          Name:  Ursula Godoy-Arbelaez
                                          Title:    Chief Financial Officer, Senior Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




CATCHMARK LP HOLDER, LLC
By:   CATCHMARK TIMBER TRUST, INC., as sole Member
            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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




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




CREEK PINE HOLDINGS, LLC




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




CATCHMARK TRS CREEK MANAGEMENT, LLC




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




TRIPLE T GP, LLC




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





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


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




CTT EMPLOYEE, LLC




            By:        /s/ Ursula Godoy-Arbelaez                                 
            Name:  Ursula Godoy-Arbelaez
            Title:    Chief Financial Officer, Senior
                         Vice President and Treasurer













Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.







[Signatures continued from previous page]




ADMINISTRATIVE AGENT:
COBANK, ACB,
as Administrative Agent
By: /s/ Craig Smith                                      
Name:  Craig Smith
Title:    Managing Director







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




Lenders:
COBANK, FCB
as a Lender
By: /s/ Craig Smith                                      
Name:  Craig Smith
Title:    Managing Director









Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




Metropolitan Life Insurance Company,  a New York corporation, as a lender 


By: MetLife Investment Management, LLC, its investment manager


By:  /s/ Jonathan Holbrook                             
Name: Jonathan Holbrook
Title: Authorized Signatory and Director











Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.







[Signatures continued from previous page]




VOTING PARTICIPANTS (pursuant to
Section 11.11(d)):




FARM CREDIT BANK OF TEXAS, as a Voting Participant


By:  /s/ John McCarty                                     
Name:  John McCarty
Title:  VP, Capital Markets













Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant
By:  /s/ Nicholas King                                    
Name:  Nicholas King
Title:  Vice President













Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FARM CREDIT WEST, FLCA, as a Voting Participant


By:  /s/ Robert Stornetta                                             
Name:  Robert Stornetta
Title:  Senior Vice President, Capital Markets

















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




AGCOUNTRY FARM CREDIT SERVICES, FLCA (f/k/a FCS COMMERCIAL FINANCE GROUP, for AgCountry Farm Credit Services, FLCA), as a Voting Participant




By:  /s/ Will Franzmeier                                 
Name:  Will Franzmeier
Title:  Sr. Credit Officer













Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




AGFIRST FARM CREDIT BANK, as a Voting Participant




By:  /s/ J. Michael Mancini, Jr.                        
Name:  J. Michael Mancini, Jr.
Title:  V.P.















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




AMERICAN AGCREDIT, FLCA, as a Voting Participant




By:  /s/ Michael J. Balok                                
Name:  Michael J. Balok 
Title:  Vice President















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FARM CREDIT EAST, ACA, as a Voting Participant




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















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant




By:  /s/ Kaylee Leep                                       
Name:  Kaylee Leep
Title:  Vice President















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




COMPEER FINANCIAL, FLCA, as a Voting Participant




By:  /s/ Corey J. Waldinger                            
Name:  Corey J. Waldinger
Title:  Managing Director, Capital Markets













Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




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




By:  /s/ Matthew Dixon                                  
Name:  Matthew Dixon
Title:  Sr. Credit Officer Food and Agribusiness















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant




By:  /s/ Shane Prichard                                   
Name:  Shane Prichard
Title:  VP of Capital Markets















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FRESNO-MADERA FEDERAL LAND BANK ASSOCIATION, FLCA, as a Voting Participant




By:  /s/ James Harris                                       
Name:  James Harris
Title:  VP of Capital Markets















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FARM CREDIT OF FLORIDA, FLCA, as a Voting Participant




By:  /s/ Jennifer Dueboay                               
Name:  Jennifer Dueboay
Title:  Capital Markets Officer











Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.







[Signatures continued from previous page]




AGCREDIT PCA, ACA and FLCA, as a Voting Participant




By:  /s/ Jeff Rickenbacher                              
Name:  Jeff Rickenbacher
Title:  Chief Credit Officer















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FARM CREDIT OF CENTRAL FLORIDA ACA, PCA and FLCA, as a Voting Participant




By:  /s/ Johan Dam                                         
Name:  Johan Dam
Title:  SVP















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




AGCHOICE FARM CREDIT, FLCA, as a Voting Participant




By:  /s/ William Frailey                                  
Name:  William Frailey
Title:  Vice President















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




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




By:  /s/ James F. Jones                                    
Name:  James F. Jones
Title:  Vice-President

















Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





[Signatures continued from previous page]




FIRST SOUTH FARM CREDIT, ACA as agent/nomine for its wholly owned subsidiary First South Farm Credit, PCA, as a Voting Participant




By:  /s/ Daniel Sims                                        
Name:  Daniel Sims
Title:  Manager, Capital Markets







Exhibit 10.25


Certain identified information has been omitted from this Exhibit 10.25 because it is both not material and is the type that the  registrant treats as private or confidential.





SCHEDULE I


[Omitted]