AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RAYONIER, L.P.Rayonier, L.P. • May 13th, 2020 • Real estate investment trusts • Delaware
Under Sections 1445(e) and 1446(f) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership (A) in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents or (B) for which any portion of the gain on disposition of such partnership interest would be treated as effectively connected with the conduct of a trade or business within the United States under Section 864(c)(8) of the Code, the transferee will be required to withhold a portion of the amount realized by the non-U.S. person upon the disposition. To inform Rayonier Inc. (the “General Partner”) and Rayonier, L.P. (the “Partnership”) that no withholding is required with respect to the redemption by ____________ (“Partner”) of its OP Un
Restricted Stock Unit Award AgreementAward Agreement • February 23rd, 2024 • Rayonier, L.P. • Real estate investment trusts • Florida
This Award Agreement (the “Award Agreement”) is entered into by and between Rayonier Inc., a corporation organized under the laws of the State of North Carolina with its principal office at 1 Rayonier Way, Wildlight, FL 32097 (the "Company"), and the undersigned qualified individual ("Key Employee"), pursuant to the 2023 Rayonier Incentive Stock Plan (the "Plan") as of /$GrantDate$/ (the “Effective Date”).
PURCHASE AND SALE AGREEMENT DATED AS OF NOVEMBER 2, 2022 BETWEEN JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) and JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), for and to the extent of its Separate Account No. 112, as Seller AND RAYONIER OPERATING...Purchase and Sale Agreement • February 24th, 2023 • Rayonier, L.P. • Real estate investment trusts
THIS IS A PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the 2nd day of November, 2022 by and between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, for and to the extent of its Separate Account No. 112 (collectively, “Seller”), and RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“Purchaser”).
FIFTH AMENDMENT, INCREMENTAL TERM LOAN AGREEMENT AND AMENDMENT TO GUARANTEE AGREEMENT among RAYONIER INC., RAYONIER TRS HOLDINGS INC. RAYONIER OPERATING COMPANY LLC and RAYONIER, L.P., as Borrowers, the Lenders Parties Hereto, COBANK, ACB, as...Guarantee Agreement • December 19th, 2022 • Rayonier, L.P. • Real estate investment trusts • New York
CREDIT AGREEMENT, dated as of August 5, 2015 (as supplemented, modified, restated and amended from time to time, this “Agreement”), made by and among RAYONIER INC., a North Carolina corporation (“Rayonier”), RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), and RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”), RAYONIER, L.P., a Delaware limited partnership (“RLP”; each of Rayonier, TRS, ROC and RLP being referred to herein individually as a “Borrower”, and collectively as the “Borrowers”), the several banks, financial institutions and other institutional lenders from time to time party hereto as Lenders (as defined below), COBANK, ACB, (“CoBank”), as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender (as defined below) and as Issuing Bank (as defined below) and CoBank, as Sole Bookrunner and Sole Lead Arranger.
FOURTH AMENDMENT AND INCREMENTAL TERM LOAN AGREEMENTFourth Amendment and Incremental Term Loan Agreement • June 7th, 2021 • Rayonier, L.P. • Real estate investment trusts • New York
This FOURTH AMENDMENT AND INCREMENTAL TERM LOAN AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is entered into by and among RAYONIER INC., a North Carolina corporation (“Rayonier”), RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”) and RAYONIER, L.P., a Delaware limited partnership (“RLP”; each of Rayonier, TRS, ROC and RLP being referred to herein individually as a “Borrower”, and collectively as the “Borrowers”), the several banks, financial institutions and other institutional lenders party hereto and COBANK, ACB (“CoBank”), as administrative agent (in such capacity, the “Administrative Agent”).
DISTRIBUTION AGREEMENTTerms Agreement • November 4th, 2022 • Rayonier, L.P. • Real estate investment trusts • New York
Rayonier Inc., a North Carolina corporation (the “Company”), and Rayonier, L.P., a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), Goldman Sachs & Co. LLC (“Goldman”), J.P. Morgan Securities LLC (“JPM”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Raymond James & Associates, Inc. (“Raymond James”), as agents and/or principals under any Terms Agreement (as defined in Section 1(a) below) (Citigroup, Goldman, JPM, Morgan Stanley and Raymond James together, the “Agents,” and each individually, an “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares of common stock, no par value (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $300,000,000 (the “Maximum Amount”) on the ter
Rayonier Incentive Stock Plan Performance Share Award AgreementAward Agreement • February 22nd, 2021 • Rayonier, L.P. • Real estate investment trusts • Florida
This Award Agreement, together with the Program Document, as defined below (the “Award Agreement”), is entered into by and between Rayonier Inc., a corporation organized under the laws of the State of North Carolina with its principal office at Wildlight, 1 Rayonier Way, Wildlight, FL 32097 (the “Company”), and the undersigned qualified individual (“Key Employee”), pursuant to the Rayonier Incentive Stock Plan (the “Plan”) as of this 1st day of April, 2019 (the “Effective Date”). The 2019 Performance Share Program document (the “Program Document”) is incorporated into and made part of this Award Agreement.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 24th, 2023 • Rayonier, L.P. • Real estate investment trusts • Louisiana
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Execution Date (as defined in Section 26 below), by and among JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, successor by merger to JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation, for and to the extent of Separate Account 105 (hereinafter referred to as “Seller”), RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (hereinafter referred to as “Purchaser”) and FIRST AMERICAN TITLE INSURANCE COMPANY (hereinafter referred to as "Escrow Agent"). Seller and Purchaser being sometimes also hereinafter referred to individually as a “Party” or collectively as the “Parties”.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RAYONIER, L.P.Rayonier, L.P. • August 6th, 2021 • Real estate investment trusts • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Rayonier, L.P. (the “Agreement”), dated as of May [●], 2021, is executed and delivered by RAYONIER, INC., a North Carolina corporation (the “General Partner”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 13th, 2020 • Rayonier, L.P. • Real estate investment trusts • New York
This Third Supplemental Indenture, dated as of May 7, 2020 (this “Third Supplemental Indenture”), is entered into by and among Rayonier Inc., a North Carolina corporation (the “Company”), the Guarantors party hereto, Rayonier, L.P., a Delaware limited partnership (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT FOR REAL PROPERTYPurchase and Sale Agreement • February 24th, 2023 • Rayonier, L.P. • Real estate investment trusts
This First Amendment to Purchase and Sale Agreement (this “First Amendment”) is entered into as of December 13, 2022 (the “Effective Date”) by and between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, and JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation, for and to the extent of its Separate Account No. 112 (collectively, “Seller”), and RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company ( “Purchaser”).
TAX PROTECTION AGREEMENTTax Protection Agreement • May 13th, 2020 • Rayonier, L.P. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of May 8, 2020, by and among Rayonier, L.P., a Delaware limited partnership (the “Partnership”), Rayonier Inc., a North Carolina corporation (the “General Partner”) and Pope Resources, A Delaware Limited Partnership (“Pope Resources,” and together with the Partnership and General Partner, the “Parties” and each, a “Party”).
DEED OF AMENDMENT AND RESTATEMENT OF SHAREHOLDER AGREEMENT RAYONIER CANTERBURY LLC WAIMARIE FORESTS PTY LIMITED MATARIKI FORESTRY GROUP MATARIKI FORESTS PHAUNOS TIMBER LIMITEDAgreement • February 23rd, 2024 • Rayonier, L.P. • Real estate investment trusts
