0000052827-14-000016 Sample Contracts

AMENDMENT NO. 1
Credit Agreement • May 7th, 2014 • Rayonier Inc • Real estate investment trusts • New York

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 6, 2014 (this “Amendment”), 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 banks, financial institutions and other institutional lenders party hereto and CREDIT SUISSE AG, as administrative agent (in such capacity, together with its successors and assign, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement referred to below.

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FIRST AMENDMENT AGREEMENT
First Amendment Agreement • May 7th, 2014 • Rayonier Inc • Real estate investment trusts • New York

This FIRST AMENDMENT AGREEMENT, dated as of May 6, 2014 (this “Agreement”), is entered into 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 party hereto and COBANK, ACB (“CoBank”), as administrative agent (in such capacity, the “Administrative Agent”).

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