242492,6/NYL3 Amendment and Restatement 2 2Revolving Credit Agreement • May 15th, 1997 • Rayonier Inc • Lumber & wood products (no furniture) • New York
Signature page follows) 2 IN WITNESS WHEREOF, the Assignor and the Assignee have executed and delivered this Agreement as of the date first set forth above.Assignment and Assumption Agreement • November 12th, 1999 • Rayonier Inc • Lumber & wood products (no furniture) • New York
EXHIBIT 4.4 U.S. $170,000,000 THREE YEAR CREDIT AGREEMENT Dated as of November 19, 2001Credit Agreement • March 20th, 2002 • Rayonier Inc • Lumber & wood products (no furniture)
2 3 LLC all of Seller's right, title and interest under the Real Property Leases and the Incidental Leases, subject to the Permitted Encumbrances (as hereinafter defined), and LLC will assume and agree to pay and perform all of Seller's obligations...Purchase and Sale Agreement • November 12th, 1999 • Rayonier Inc • Lumber & wood products (no furniture) • Alabama
1 Exhibit 4.10 AMENDMENT NO. 1 AND WAIVER TO THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTCredit Agreement • March 27th, 2000 • Rayonier Inc • Lumber & wood products (no furniture) • New York
Exhibit 4.1 CREDIT AGREEMENT Dated as of October 25, 1999Credit Agreement • November 15th, 1999 • Rayonier Inc • Lumber & wood products (no furniture) • New York
Number:_______ RAYONIER 1994 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Form A -3-Year Vesting) THIS AGREEMENT, made as of the 2nd day of January 1996, by and between Rayonier Inc. (the "Company") and the undersigned individual...Agreement • March 28th, 1996 • Rayonier Inc • Pulp mills • Connecticut
1 EXHIBIT 10.20 RAYONIER SUBSTITUTE STOCK OPTION PLANStock Option Agreement • March 28th, 1996 • Rayonier Inc • Pulp mills • Connecticut
EXHIBIT 4.3 U.S. $55,000,000 364-DAY CREDIT AGREEMENT Dated as of November 19, 2001Day Credit Agreement • March 20th, 2002 • Rayonier Inc • Lumber & wood products (no furniture)
1 EXHIBIT 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment (this "Amendment") is entered into as of the 25th day of October, 1999, by and between JEFFERSON SMURFIT CORPORATION (U.S.), a Delaware corporation ("Seller"), and RAYONIER...Purchase and Sale Agreement • November 12th, 1999 • Rayonier Inc • Lumber & wood products (no furniture)
FOR THE RAYONIER INC.Trust Agreement • March 20th, 2002 • Rayonier Inc • Lumber & wood products (no furniture) • North Carolina
FOR THE RAYONIER INC.Trust Agreement • March 20th, 2002 • Rayonier Inc • Lumber & wood products (no furniture) • North Carolina
Rayonier Inc., as issuer, the Guarantors Defined Herein, and The Bank of New York Mellon Trust Company, N.A., as Trustee INDENTURE Dated as of March 5, 2012 Debt SecuritiesRayonier Inc • March 5th, 2012 • Real estate investment trusts • New York
THIS INDENTURE dated as of March 5, 2012 is among Rayonier Inc., a North Carolina corporation (the “Company”), the Guarantors (as defined herein) made party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2020 • Rayonier Inc • Real estate investment trusts • North Carolina
This INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of April ____, 2019 between Rayonier Inc., a North Carolina corporation (the "Company"), and ________________________ (the "Indemnitee").
RAYONIER A.M. PRODUCTS INC. as Company and the Guarantors party hereto from time to time 5.50% Senior Notes due 2024 INDENTURE Dated as of May 22, 2014 and Wells Fargo Bank, National Association as TrusteeIndenture • May 22nd, 2014 • Rayonier Inc • Real estate investment trusts • New York
INDENTURE, dated as of May 22, 2014, among RAYONIER A.M. PRODUCTS INC., a Delaware corporation (together with its successors and assigns, the “Company”), which on the Contribution Date (as defined below) shall become a wholly owned subsidiary of Rayonier Advanced Materials Inc., a Delaware corporation (together with its successors and assigns, “RYAM”), RYAM, the other Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined below).
GUARANTEEGuarantee • January 15th, 2004 • Rayonier Inc • Lumber & wood products (no furniture) • Florida
THIS GUARANTEE (the “Guarantee”) is dated as of December 18, 2003, among RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), RAYONIER WOOD PRODUCTS, LLC, a Delaware limited liability company (“Wood Products LLC”), RAYONIER WOOD PROCUREMENT, LLC, a Delaware limited liability company (“Procurement LLC”), RAYONIER INTERNATIONAL WOOD PRODUCTS, LLC, a Delaware limited liability company (“Wood LLC”), RAYONIER FOREST OPERATIONS, LLC, a Delaware limited liability company (“Forest Operations LLC”), RAYONIER PROPERTIES, LLC, a Delaware limited liability company (“Properties LLC”), and RAYONIER PERFORMANCE FIBERS, LLC, a Delaware limited liability company (“Fibers LLC”) (TRS, Wood Products LLC, Procurement LLC, Wood LLC, Forest Operations LLC, Properties LLC and Fibers LLC individually, a “Guarantor” and collectively, the “Guarantors”).
RAYONIER TRS HOLDINGS INC. PURCHASE AGREEMENTPurchase Agreement • August 12th, 2009 • Rayonier Inc • Real estate investment trusts • New York
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 15th, 2020 • Rayonier Inc • Real estate investment trusts • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2020, by and between Rayonier Inc., a North Carolina corporation (“Parent”), and each of the Persons executing this Agreement on the signature page hereto (each, a “Unitholder”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF MAY 28, 2014Separation and Distribution Agreement • May 30th, 2014 • Rayonier Inc • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 28, 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Annex A to Second Amendment to Credit Agreement, dated as of April 1, 2020 $900,000,000CREDIT AGREEMENT among RAYONIER INC., RAYONIER TRS HOLDINGS INC. and RAYONIER OPERATING COMPANY LLC, as Borrowers, The Lenders from Time to Time Parties Hereto,...Credit Agreement • May 1st, 2020 • Rayonier Inc • 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”; each of Rayonier, TRS and ROC 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.
5,000,000 Shares Rayonier Inc. Common Shares, no par value UNDERWRITING AGREEMENTRayonier Inc • March 22nd, 2017 • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC and Raymond James & Associates, Inc. (the “Managers”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rayonier Inc., a North Carolina corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of [●] common shares (the “Shares”), no par value, of the Company (the “Common Shares”).
Rayonier Inc. Underwriting AgreementRayonier Inc • March 1st, 2012 • Real estate investment trusts • New York
Rayonier Inc., a North Carolina corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $325,000,000 principal amount of its 3.750% Senior Notes due 2022 (the “Notes”). The Notes will be unsecured and will be unconditionally guaranteed on a senior basis as to principal, premium, if any, and interest (the “Guarantees” and, together with the Notes, the “Securities”) by each of the entities (each a “Guarantor” and, collectively, the “Guarantors”) listed on Annex A hereto. The Securities will be issued pursuant to a base indenture to be dated as of March 5, 2012 (the “Base Indenture”) between the Company, the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Supplemental Indenture thereto, to be dated as of the Closing Date, between the Company, the Guarantors and the T
Rayonier Incentive Stock Plan Restricted Stock Unit Award AgreementAward Agreement • February 24th, 2020 • Rayonier Inc • Real estate investment trusts • Florida
This Award Agreement (the “Award Agreement”) is entered into by and between Rayonier Inc., a corporation organized under the laws of the State of North Carolina with its principal office at 1 Rayonier Way, Wildlight, FL 32097 (the "Company"), and the undersigned qualified individual ("Key Employee"), pursuant to the Rayonier Incentive Stock Plan (the "Plan") as of /$GrantDate$/ (the “Effective Date”).
FIRST AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • October 17th, 2012 • Rayonier Inc • Real estate investment trusts • New York
This FIRST AMENDMENT AND RESTATEMENT AGREEMENT, dated as of October 11, 2012 (this “First Restatement Agreement”), is entered into by and among RAYONIER INC., a North Carolina corporation (“Rayonier”), RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), RAYONIER FOREST RESOURCES, L.P., a Delaware limited partnership (“RFR”), and RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”; each of Rayonier, TRS, RFR and ROC being referred to herein individually as a “Borrower”, and collectively as the “Borrowers”), the several banks, financial institutions and other institutional lenders party hereto as lenders under the Credit Agreement (as defined below) (the “Consenting Lenders”, and together with the Non-Consenting Lenders (as defined in the Credit Agreement referred to below), the “Existing Lenders”), Regions Bank, Branch Banking and Trust Company, U.S. Bank, National Association and TD Bank, N.A. (the “Assignees”), and CREDIT SUISSE AG, acting through one o
RAYONIER TRS HOLDINGS INC., as ISSUER, RAYONIER INC., as GUARANTOR, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A, AS TRUSTEE 4.50% SENIOR EXCHANGEABLE NOTES DUE 2015 INDENTURE DATED AS OF AUGUST 12, 2009Rayonier Inc • August 12th, 2009 • Real estate investment trusts • New York
THIS INDENTURE, dated as of August 12, 2009, is among RAYONIER TRS HOLDINGS INC., a Delaware corporation (the “Company”), RAYONIER INC., a North Carolina corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
1 Exhibit 4.2 RAYONIER TIMBERLANDS OPERATING COMPANY, L.P. NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 25, 1999 Re: $112,500,000 Series A Senior Notes due December 31, 2007 $147,500,000 Series B Senior Notes due December 31, 2009 $112,500,000 Series C...Note Purchase Agreement • November 15th, 1999 • Rayonier Inc • Lumber & wood products (no furniture) • New York
AGREEMENT AND PLAN OF MERGER by and among RAYONIER INC., RAYONIER OPERATING COMPANY LLC, PACIFIC GP MERGER SUB I, LLC, PACIFIC GP MERGER SUB II, LLC, PACIFIC LP MERGER SUB III, LLC, POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP, POPE MGP, INC. and...Agreement and Plan of Merger • January 15th, 2020 • Rayonier Inc • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2020 (this “Agreement”), is by and among Rayonier Inc., a North Carolina corporation (“Parent”), Rayonier Operating Company LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Parent Opco”), Pacific GP Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub 1”), Pacific GP Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2”), Pacific LP Merger Sub III, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent Opco (“Merger Sub 3”, with Merger Sub 1 and Merger Sub 2, the “Merger Subsidiaries,” and together with Parent and Parent Opco, the “Parent Entities”), Pope Resources, a Delaware limited partnership (the “Partnership”), Pope MGP, Inc., a Delaware corporation and the managing limited partner of the Partnership (“MGP” ), and Pope EGP, Inc., a Delaware corporation a
RAYONIER TRS HOLDINGS INC. Unconditionally Guaranteed by Rayonier Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2009 • Rayonier Inc • Real estate investment trusts • New York
Rayonier TRS Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. as Representatives of the initial purchasers set forth on Schedule A hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated August 6, 2009 (the “Purchase Agreement”), $172,500,000 aggregate principal amount (which principal amount includes the $22,500,000 over-allotment option exercised by the Initial Purchasers in accordance with the Purchase Agreement) of its 4.50% Senior Exchangeable Notes due 2015 (the “Notes”), to be fully and unconditionally guaranteed (the “Guarantee”) by Rayonier Inc., a North Carolina corporation and parent of the Issuer (the “Guarantor”, and together with the Issuer, the “Company”). The Notes and the Guarantee are together referred to as the “Initial Securities”. The Initial Securities will be exchangeable into s
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 30th, 2010 • Rayonier Inc • Real estate investment trusts • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of July 29, 2010 (this “Supplemental Indenture”), is among RAYONIER TRS HOLDINGS INC., a Delaware corporation (the “Company”), RAYONIER INC., a North Carolina corporation (the “Guarantor” or “Rayonier”), RAYONIER OPERATING COMPANY, LLC, a Delaware limited liability company (“ROC”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”). Unless otherwise indicated, defined terms used herein are used as defined in the below-referenced Indenture.
JOINDER TO GUARANTEE AGREEMENTGuarantee Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts
This JOINDER TO GUARANTEE AGREEMENT, dated as of July 29, 2010 (this “Joinder”) is entered into by RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (“ROC”) and CREDIT SUISSE AG (formerly known as Credit Suisse) acting through its Cayman Islands Branch, as Administrative Agent (the “Administrative Agent”) for the Guaranteed Parties.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 17th, 2012 • Rayonier Inc • Real estate investment trusts • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 11, 2012, among Rayonier Inc., a North Carolina corporation (the “Company”), the Guarantors listed on Schedule I hereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
PURCHASE AND SALE AGREEMENT DATED AS OF SEPTEMBER 16, 2011 BETWEEN JOSHUA TIMBERLANDS LLC, as Seller AND RAYONIER INC., as BuyerEstoppel Certificate • October 28th, 2011 • Rayonier Inc • Real estate investment trusts • New York
THIS IS A PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the 16th day of September, 2011 by and between Joshua Timberlands LLC, a Mississippi limited liability company (“Seller”), and Rayonier Inc., a North Carolina corporation (“Buyer”).
TRUST AGREEMENT FOR THE RAYONIER INC. LEGAL RESOURCES TRUSTTrust Agreement • November 10th, 2014 • Rayonier Inc • Real estate investment trusts • North Carolina
This amended and restated trust Agreement is made this 28th day of June 2014, by and between Rayonier Inc. (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder ( “Trustee”). This Agreement replaces the original Trust Agreement for the Rayonier Inc. Legal Resources Trust dated the 31st day of December 2001.
AGREEMENT TO DEFER PERFORMANCE SHARES (“PS Deferral Agreement”)Ps Deferral Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts
The undersigned hereby irrevocably elects to defer receipt of the Performance Shares indicated below (the “Deferred Shares”), if any such shares are earned for the specified Performance Period (the “Class Award Year”) under the Rayonier Incentive Stock Plan (the “Plan”). Terms not otherwise defined have the same meaning as in the Plan. The following terms shall apply to the Deferred Shares:
JPMorgan Chase Bank, National AssociationRayonier Inc • October 17th, 2007 • Real estate investment trusts • New York
