Document

Exhibit 10.2

EXECUTION VERSION


THIRD Agreement Regarding Amendments


This THIRD AGREEMENT REGARDING AMENDMENTS, dated as of February 12, 2020 (this “Agreement”), among CATCHMARK TIMBER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, COBANK, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, and the Lenders and Voting Participants under the Credit Agreement defined below that have executed this Agreement.  Unless otherwise defined herein or the context otherwise requires, terms used herein shall have the meaning provided in the Credit Agreement.
W I T N E S S E T H:


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


WHEREAS, the parties hereto have agreed to certain amendments to the Credit Agreement as set forth below.


NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows.


ARTICLE I


AMENDMENTS TO CREDIT AGREEMENT


Effective as of the Effective Date (as defined below in Article IV of this Agreement), the parties hereto hereby agree to amend the proviso of Section 7.2.6(z) of the Credit Agreement by (a) replacing “1%” with “2%” in clause (A), and (b) replacing “1.5%” with “2.5%” in clause (C).


ARTICLE II 


REPRESENTATIONS AND WARRANTIES


In order to induce the Administrative Agent and the Lenders party hereto to agree to the amendments in Article I, each Loan Party hereby jointly and severally (a) represents and warrants that as of the date hereof and as of the Effective Date (i) it has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms, and this Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, (ii) each of the representations and warranties contained in the Credit Agreement and in the other Loan Documents, in each case, after giving effect to the amendments described in this Agreement, is true and correct in all material respects as if made on the date hereof; provided, 





Exhibit 10.2

that such representations and warranties (A) that relate solely to an earlier date are true and correct as of such earlier date and (B) are true and correct in all respects if they are qualified by a materiality standard, (iii) no Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving effect to the amendments described in this Agreement, (iv) there are no Material Governmental Approvals required in connection with the execution, delivery or performance by any of the Loan Parties of this Agreement or the transactions contemplated hereby, and (v) there are no required consents or approvals of any Person necessary to effect this Agreement or the transactions contemplated hereby other than those that have been obtained and are in full force and effect, and (b) agrees that the incorrectness in any material respect of any representation and warranty contained in the preceding clause (a) shall constitute an immediate Event of Default.


ARTICLE III


 ACKNOWLEDGMENT OF LOAN PARTIES


Each of the Loan Parties consents to the terms and conditions of this Agreement and the transactions contemplated hereby and affirms and confirms that (a) all of its respective obligations under the Credit Agreement (including the Guaranty) and the other Loan Documents (in each case, as modified by this Agreement) are and shall continue to be, in full force and effect and shall accrue to the benefit of the Lender Parties to guarantee the Obligations (as modified by this Agreement), and (b) all of the Liens granted to the Administrative Agent under the Security Agreement, the Pledge Agreement, and the other Loan Documents are and shall continue to be, in full force and effect to secure the Obligations (as modified by this Agreement).


ARTICLE IV


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 4.1  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  4.2    No Default.  No Default or Event of Default has occurred and is continuing.
SECTION 4.3  Representations and Warranties.  The representations and warranties in Article II of this Agreement are true and correct as of the Effective Date.




ARTICLE V


MISCELLANEOUS











Exhibit 10.2

SECTION 5.2  Cross-References.  References in this Agreement to any Article or Section are, unless otherwise specified, to such Article or Section of this Agreement.


SECTION 5.3  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.


SECTION 5.4  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 5.5  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 5.6  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 5.7  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 5.8   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.





Exhibit 10.2



[Signatures on following page.]


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 10.2





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 10.2





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 10.2





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 10.2





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 10.2



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 10.2



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 10.2



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 10.2



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 10.2



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 10.2



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 10.2



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 10.2



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 10.2





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 10.2



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 10.2



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 10.2



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 10.2



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 10.2





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 10.2







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







Exhibit 10.2





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Lenders:
COBANK, FCB
as a Lender
By:  /s/ Michael Tousignant                           
Name:  Michael Tousignant  
Title:    Managing Director











Exhibit 10.2







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COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH), as a Lender
By:  /s/ Sarah Fleet                                                     
Name: Sarah Fleet
Title: Executive Director




By:  /s/ Jennifer Smith                                                
Name: Jennifer Smith
Title: Vice President 









Exhibit 10.2





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METROPOLITAN LIFE INSURANCE COMPANY, as a Lender 


By:  /s/ David H. Granoff                               
Name: David H. Granoff
Title: Authorized Signatory and Director









Exhibit 10.2







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




FARM CREDIT BANK OF TEXAS, as a Voting  Participant




By: /s/ Eric Estey                                            
Name: Eric Estey
Title:   VP











Exhibit 10.2





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




By:  /s/ Nicholas King                                    
Name:  Nicholas King
Title:   Vice President









Exhibit 10.2







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FARM CREDIT WEST, FLCA, as a Voting Participant


By:  /s/ Robert Stornetta                                 
Name:  Robert Stornetta
Title:   Senior Vice President











Exhibit 10.2







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FCS COMMERCIAL FINANCE GROUP, for AgCountry Farm Credit Services, FLCA, as a Voting Participant


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







Exhibit 10.2





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AGFIRST FARM CREDIT BANK, as a Voting Participant


By:  /s/ J. Michael Mancini                                        
Name:  J. Michael Mancini
Title:    Vice President, Capital Markets Officer











Exhibit 10.2







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AMERICAN AGCREDIT, FLCA, as a Voting Participant


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















Exhibit 10.2



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FARM CREDIT EAST, ACA, as a Voting Participant


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













Exhibit 10.2





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NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant


By: /s/ Casey Kinzer                                       
Name:  Casey Kinzer
Title:  Vice President















Exhibit 10.2



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COMPEER FINANCIAL, FLCA, as a Voting Participant


By:  /s/ Lee Fuchs                                                       
Name:  Lee Fuchs
Title:  Director, Capital Markets











Exhibit 10.2





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


By: /s/ Tabatha Hamilton                                           
Name:  Tabatha Hamilton
Title:  Vice President Food and Agribusiness















Exhibit 10.2



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GREENSTONE FARM CREDIT SERVICES, FLCA, as a Voting Participant


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













Exhibit 10.2





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


By: /s/ Robert L. Herrick                                            
Name:  Robert L. Herrick
Title:  Director Capital Markets













Exhibit 10.2





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FARM CREDIT OF FLORIDA, FLCA, as a Voting Participant


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











Exhibit 10.2





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AGCREDIT PCA, ACA and FLCA, as a Voting Participant


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













Exhibit 10.2





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


By:  /s/ Jeffrey T. Phillips                               
Name:  Jeffrey T. Phillips
Title:  Chief Relationship Officer













Exhibit 10.2





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AGCHOICE FARM CREDIT, FLCA, as a Voting Participant


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















Exhibit 10.2



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


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