1
EXECUTION COPY
Exhibit 4.1
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
Dated as of April 11, 1997
Amendment and Restatement among Rayonier Inc., a North Carolina
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders parties hereto, Citibank, N.A., as administrative agent
(together with any successor thereto appointed pursuant to Article VII of the
Existing Credit Agreement referred to below, the "Administrative Agent") for the
Lenders (as defined in the Existing Credit Agreement referred to below), who
hereby agree as follows:
PRELIMINARY STATEMENTS:
(1) The Borrower is a party to a U.S. $200,000,000 Revolving Credit
Agreement dated as of April 14, 1995, as amended as of June 16, 1995 and as of
April 12, 1996 (the "Existing Credit Agreement") with the banks, financial
institutions and other institutional lenders party thereto and Citibank, N.A.,
as Administrative Agent for the Lenders and such other lenders under the
Existing Credit Agreement. Capitalized terms not otherwise defined in this
Amendment and Restatement have the same meanings as specified in the Existing
Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the
Existing Credit Agreement as set forth herein and to restate the Existing Credit
Agreement in its entirety to read as set forth in the Existing Credit Agreement
with the following amendments.
(3) The Borrower has requested that the Lenders agree to extend credit
to it from time to time in an aggregate principal amount of up to $300,000,000
for working capital and other general corporate purposes of the Borrower and its
Subsidiaries not otherwise prohibited under the terms of this Amendment and
Restatement. The Lenders have indicated their willingness to agree to extend
credit to the Borrower from time to time in such amount on the terms and
conditions of this Amendment and Restatement.
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SECTION 1. Amendments to the Existing Credit Agreement. The Existing
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2, hereby amended
as follows:
(a) The definition of "Applicable Margin" in Section 1.01 is amended in
full to read as follows:
"'Applicable Margin' means, as of any date, a percentage per annum
determined by reference to the Public Debt Rating in effect on such
date as set forth below:
Applicable
Margin for
Public Debt Rating Eurodollar Rate
S&P/▇▇▇▇▇'▇ Advances
----------- --------
Level 1
-------
A-/A3 or above .1950%
Level 2
-------
BBB+/Baal or above, .2250%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
BBB/Baa2 or above, .2400%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
▇▇▇-/▇▇▇▇ or above, .2750%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
Less than ▇▇▇▇▇ ▇ .4250%"
(b) The definition of "Applicable Percentage" in Section 1.01 is
amended in full to read as follows:
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"'Applicable Percentage' means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on
such date as set forth below:
Public Debt Rating Applicable
S&P/▇▇▇▇▇'▇ Percentage
----------- ----------
Level 1
-------
A-/A3 or above .0800%
Level 2
-------
BBB+/Baal or above, .1000%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
BBB/Baa2 or above, .1100%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
▇▇▇-/▇▇▇▇ or above, .1250%
but less than ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇
-------
Less than ▇▇▇▇▇ ▇ .▇▇▇▇%"
(▇) ▇▇▇▇▇▇ (▇) of the definition of "Base Rate" is amended by
deleting therein each fraction "1/4" and substituting therefor the
fraction "1/16".
(d) The definition of "Borrower's Form 10-K for 1994" is deleted in
full and the following definition is substituted therefor:
"'Borrower's Form 10-K for 1996' has the meaning specified in
Section 4.01(f)."
(e) The definition of "Commitment" is amended by deleting therein
the word "hereof" and substituting therefor the following:
"of the Amendment and Restatement dated as of April 11, 1997 to
the Credit Agreement dated as of April 14, 1995, as amended, among
the
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Borrower, the banks, financial institutions and other institutional
lenders parties thereto and Citibank, as Administrative Agent for
such lenders".
(f) The definition of "Lenders" is amended in full to read as
follows:
"'Lenders' means, collectively, (i) the banks listed on the
signature pages of the Amendment and Restatement dated as of April
11, 1997 to the Credit Agreement dated as of April 14, 1995, as
amended, among the Borrower, the banks, financial institutions and
other institutional lenders parties thereto and Citibank, as
Administrative Agent for such lenders, (ii) each institution that
shall become a party hereto pursuant to Section 8.07(a), (b) and
(c), and (iii) except when used in reference to an A Advance, an A
Borrowing, an A Note, a Commitment, a C Advance, a C Borrowing, a C
Note or a term related to any of the foregoing, each Designated
Bidder."
(g) The definition of "Public Debt Rating" is amended by deleting
in the first line thereof the word "lowest" and substituting therefor
the word "highest".
(h) The definition of "Reference Banks" is amended in full to read
as follows: "'Reference Banks' means Citibank, Toronto-Dominion and The
Chase Manhattan Bank."
(i) The definition of "Termination Date" in Section 1.01 is amended
in full to read as follows:
"'Termination Date' means the earlier of April 30, 2002 and the
date of termination in whole of the Commitments pursuant to Section
2.06 or 6.01."
(j) Section 2.03(a) is amended by deleting therein each figure "30"
and substituting therefor the figure "7".
(k) Section 2.11 is amended by deleting therein the following "upon
at least one Business Day's" and substituting therefor the following:
"upon notice to the Administrative Agent no later than 11:00
A.M. on the proposed date of the prepayment in the case of Base
Rate Advances and on the second Business Day prior to the proposed
date of the prepayment in the case of Eurodollar Rate Advances, in
each case such".
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(l) Sections 4.01(e) and 4.01(f) are amended by deleting therein
each of the years "1994" and substituting therefor the year "1996".
(m) Section 4.01(j)(B) is amended by deleting from the first line
thereof the year "1994" and substituting therefor the year "1996".
(n) Section 4.01(q) is amended in full to read as follows:
"(q) Schedule B (Actuarial Information) to the most recent
annual report (Form 5500 Series) for each Plan, copies of which
have been filed with the Internal Revenue Service and, if
requested, furnished to the Administrative Agent pursuant to
Section 5.01(l)(ix) hereof, is complete and accurate in all
material respects and fairly presents the funding status of such
Plan, and since the date of such Schedule B there has been no
material adverse change in such funding status."
(o) Section 5.01(l)(ix) is amended by deleting therein the words
"promptly and in any event within 30 days" and substituting therefor
the following:
"upon the request of the Administrative Agent".
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(p) Section 5.02(c) is amended in full to read as follows:
"Sales, Etc. of Assets. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease,
transfer or otherwise dispose of, any assets, or grant any option
or other right to purchase, lease or otherwise acquire any assets,
except (i) as permitted by Section 5.02(b), (ii) any such sale,
lease, transfer or disposition that is made in the ordinary course
of its business, (iii) any such sale, lease, transfer or
disposition by a Subsidiary of the Borrower to the Borrower or to
another wholly owned Subsidiary of the Borrower (whether by
dissolution, liquidation or otherwise), (iv) any such sale, lease,
transfer or disposition to the extent the net book value of any
single asset sold, leased, transferred or disposed of from and
after April 11, 1997 pursuant to this clause (iv) is less than
$2,000,000, and the aggregate of all such single assets sold,
leased, transferred or disposed of from and after April 11, 1997,
in any given calendar year pursuant to this clause (iv) is less
than $10,000,000 and (v) any such sale, lease, transfer or
disposition to the extent the net book value of all assets sold,
leased, transferred or disposed of from and after April 11, 1997
pursuant to this clause (v) does not exceed (x) in any calendar
year an amount equal to the greater of an amount equal to 10% of
the Borrower's Consolidated Assets or $160,000,000 or (y) in the
aggregate from and after April 11, 1997 the greater of an amount
equal to 25% of the Borrower's Consolidated Assets or $400,000,000,
in each case measured as of the last day of the most recent Fiscal
Quarter of the Borrower ended on or prior to such date of
determination."
(q) Section 5.02(d)(ii) is amended by inserting immediately after
the term "Schedule 5.02(d)" the following:
"(including as Debt permitted under this subsection any credit
facilities or credit lines of any Subsidiary listed on such Schedule
5.02(d), whether or not such facilities or lines have been drawn upon
by such Subsidiary)".
(r) Section 6.01(d) is amended by deleting therefrom each figure
"$1,000,000" and substituting therefor the figure "$10,000,000".
(s) Schedules 4.01(f), 4.01(p), 5.02(a) and 5.02(d) are deleted in
full and replaced with Schedules 4.01(f), 4.01(p), 5.02(a) and 5.02(d)
attached hereto.
(t) Exhibit A-1 is deleted in full and replaced with Exhibit A-1
attached hereto.
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(u) Each reference in Exhibits A-2 and A-3 to the "$200,000,000
Credit Agreement dated as of April 14, 1995" shall be amended to mean a
reference to the Existing Credit Agreement as amended by this Amendment
and Restatement.
(v) The Borrower's Environmental Disclosure Report attached as
Exhibit F to the Existing Credit Agreement is replaced with the
environmental disclosure report delivered pursuant to Section 2(g)
hereof.
SECTION 2. Conditions of Effectiveness. This Amendment and
Restatement shall become effective when, and only when, the Administrative Agent
shall have received counterparts of this Amendment and Restatement duly executed
by the Borrower and the Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and Restatement, and Section 1 hereof shall become effective when, and
only when, the Administrative Agent shall have additionally received all of the
following documents, each such document (unless otherwise specified) dated the
date of receipt thereof by the Administrative Agent (unless otherwise
specified), in form and substance satisfactory to the Administrative Agent
(unless otherwise specified) and in sufficient copies for each Lender (unless
otherwise specified):
(a) The A Notes to the order of the Lenders, respectively.
(b) Certified copies of (x) the resolutions of the Designated
Persons appointed by the Board of Directors of the Borrower approving
this Amendment and Restatement, the Existing Credit Agreement as
amended by this Amendment and Restatement, the Notes and the matters
contemplated hereby and thereby, and (y) the Borrower's charter and
by-laws and all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Amendment and
Restatement, the Existing Credit Agreement as amended by this Amendment
and Restatement and the Notes.
(c) A certificate of the Secretary or Assistant Secretary of the
Borrower certifying the names and true signatures of the officers of
the Borrower authorized to sign this Amendment and Restatement, the
Notes and the other documents to be delivered hereunder.
(d) A favorable opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Corporate Secretary and
Associate General Counsel of the Borrower, that this Amendment and
Restatement, the Existing Credit Agreement as amended by this Amendment
and Restatement and the Notes are the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in
accordance with their terms, in form and substance satisfactory to the
Administrative Agent.
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(e) A certificate signed by a duly authorized officer of the
Borrower stating that:
(i) The representations and warranties contained in Section 3
are correct on and as of the date of such certificate as though
made on and as of such date; and
(ii) No event has occurred and is continuing that constitutes a
Default.
(f) Federal Reserve Forms U-1 provided for in Regulation U, the
statements made in which shall be such as to permit the transactions
contemplated hereby and by the Existing Credit Agreement as amended by
this Amendment and Restatement in accordance with Regulation U.
(g) An environmental disclosure report in form and substance
satisfactory to the Administrative Agent.
The effectiveness of this Amendment and Restatement is conditioned
upon the accuracy of the factual matters described herein. This Amendment and
Restatement is subject to the provisions of Section 8.01 of the Existing Credit
Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, in accordance with Section 2, on and as
of the date this Amendment and Restatement becomes effective:
(a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina.
(b) The execution, delivery and performance by the Borrower of this
Amendment and Restatement and the Notes, and the performance of the
Existing Credit Agreement as amended by this Amendment and Restatement
are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, and do not contravene (i) the
Borrower's charter or by-laws or (ii) any law or any contractual
restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no notice
to or filing with, any governmental authority, regulatory body or any
other third party is required for the due execution, delivery and
performance by the Borrower of this
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Amendment and Restatement, the Existing Credit Agreement as amended by
this Amendment and Restatement and the Notes.
(d) This Amendment and Restatement and the Notes have been duly
executed and delivered by the Borrower and are the legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their terms.
(e) No event has occurred and is continuing that constitutes a
Default.
SECTION 4. Reference to and Effect on the Existing Credit Agreement
and the Notes.
(a) On and after the effectiveness of this Amendment and
Restatement, each reference in the Existing Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the Notes to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Existing
Credit Agreement, as amended by this Amendment and Restatement.
(b) The Existing Credit Agreement and the Notes, as specifically
amended by this Amendment and Restatement, are and shall continue to be
in full force and effect and are hereby in all respects ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment and
Restatement shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Existing Credit Agreement, nor
constitute a waiver of any provision of the Existing Credit Agreement.
(d) Without limiting any of the other provisions of the Existing
Credit Agreement as amended by this Amendment and Restatement, any
references in the Existing Credit Agreement to the phrases "on the date
hereof", "on the date of this Agreement" or words of similar import
shall mean and be a reference to the date of this Amendment and
Restatement.
(e) By acceptance of an A Note delivered pursuant to Section 2(a),
each Lender acknowledges and agrees that each A Note delivered under
the Existing Credit Agreement is cancelled as of the date of
effectiveness hereof.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand
all costs and expenses of the Administrative Agent in connection with the
preparation, execution,
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delivery and administration, modification and amendment of this Amendment and
Restatement and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 8.04 of the
Existing Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment and
Restatement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment and Restatement by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment and Restatement.
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SECTION 7. Governing Law. This Amendment and Restatement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
and Restatement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
RAYONIER INC.
By __________________________________
Name:
Title:
By __________________________________
Name:
Title:
Commitment
----------
$32,500,000 CITIBANK, N.A.
as Administrative Agent and as Lender
By __________________________________
Name:
Title:
$32,500,000 THE TORONTO-DOMINION BANK
By __________________________________
Name:
Title:
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Commitment 12
----------
$25,000,000 BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By __________________________________
Name:
Title:
$25,000,000 THE BANK OF NEW YORK
By __________________________________
Name:
Title:
$25,000,000 THE CHASE MANHATTAN BANK
By __________________________________
Name:
Title:
$25,000,000 FLEET NATIONAL BANK
By __________________________________
Name:
Title:
$25,000,000 ▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By __________________________________
Name:
Title:
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Commitment 13
----------
$25,000,000 NATIONSBANK, N.A.
By __________________________________
Name:
Title:
$25,000,000 SUNTRUST BANK, ATLANTA
By __________________________________
Name:
Title:
$15,000,000 AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By __________________________________
Name:
Title:
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Commitment 14
----------
$15,000,000 CREDIT SUISSE FIRST BOSTON
By __________________________________
Name:
Title:
$15,000,000 THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By __________________________________
Name:
Title:
$15,000,000 UNITED STATES NATIONAL BANK
OF OREGON
By __________________________________
Name:
Title:
$300,000,000 Total of the Commitments
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EXHIBIT A-1
FORM OF A NOTE
U.S.$___________ Dated: ________,________
FOR VALUE RECEIVED, the undersigned, RAYONIER INC., a North
Carolina corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
___________________(the "Lender") for the account of its Applicable Lending
Office on the Termination Date (each as defined in the Credit Agreement referred
to below) the principal sum of U.S.$[amount of the Lender's Commitment in
figures] or, if less, the aggregate principal amount of the A Advances (as
defined below) made by the Lender to the Borrower pursuant to the Credit
Agreement outstanding on the Termination Date.
The Borrower promises to pay interest on the unpaid principal
amount of each A Advance from the date of such A Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A., as Administrative Agent, at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in same day funds. Each A Advance made by the
Lender to the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto or set forth in a
schedule substantially in the form of such grid and attached hereto, either of
which is part of this Promissory Note.
This Promissory Note is one of the A Notes referred to in, and is
entitled to the benefits of, the Amended and Restated Credit Agreement dated as
of April 11, 1997 (the "Credit Agreement") among the Borrower, the Lender and
certain other lenders parties thereto, and Citibank, N.A., as Administrative
Agent for the Lender and such other lenders. The Credit Agreement, among other
things, (i) provides for the making of advances (the "A Advances") by the Lender
to the Borrower from time to time in an aggregate amount not to exceed at any
time outstanding the U.S. dollar amount first above mentioned, the indebtedness
of the Borrower resulting from each such A Advance being evidenced by this
Promissory Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.
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The Borrower hereby waives presentment, demand, protest and notice
of any kind. No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York, United States.
RAYONIER INC.
By _____________________________________
Title:
By _____________________________________
Title:
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ADVANCES AND PAYMENTS OF PRINCIPAL
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Date Amount of Amount of
A Advance Principal Paid Unpaid Principal Notation
or Prepaid Balance Made By
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