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.
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:
Rayonier Inc. Excess Savings and Deferred Compensation Plan (“the Plan”)Rayonier Inc • July 30th, 2010 • Real estate investment trusts
Return the signed original to W. Edwin Frazier, III, Senior Vice President, Chief Administrative Officer and Corporate Secretary, Rayonier, 50 N. Laura Street, Jacksonville, Florida 32202.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT DATED AS OF JULY 29, 2010Contribution, Conveyance and Assumption Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts • Florida
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the day of , 2010, by and among Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Operating Company LLC, a Delaware limited liability company (“ROC”).
U.S. $250,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT Among RAYONIER INC., RAYONIER TRS HOLDINGS INC., and RAYONIER FOREST RESOURCES, L.P., as Borrowers and The Several Lenders from Time to Time Parties Hereto, The Issuing Banks from Time to Time...Subsidiary Guarantee Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts • New York
FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of August 4, 2006 (as supplemented, modified and amended from time to time, the “Agreement”), 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 any Additional Borrower (each of Rayonier, TRS, RFR and any Additional Borrower 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 (the “Lenders”), the issuing banks from time to time party hereto (the “Issuing Banks”), CREDIT SUISSE, acting through one or more of its branches (“Credit Suisse” or “CS”)), as Administrative Agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse Securities”), as Sole Bookrunner, CREDIT SUISSE SECURITIES (USA) LLC and BANK OF AME
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the 29th day of July, 2010, by and between Rayonier Inc., a North Carolina corporation (“Assignor”), and Rayonier Operating Company LLC, a Delaware limited liability company (“Assignee”).
LIMITED LIABILITY COMPANY AGREEMENT of RAYONIER OPERATING COMPANY LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 30th, 2010 • Rayonier Inc • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of RAYONIER OPERATING COMPANY LLC, a Delaware limited liability company (the “Company”), is dated as of June 3, 2010.
