RAYONIER ADVANCED MATERIALS INC. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of March 21, 2022Rights Agreement • March 21st, 2022 • Rayonier Advanced Materials Inc. • Pulp mills • Delaware
This Rights Agreement (this “Agreement”) is dated as of March 21, 2022, between Rayonier Advanced Materials Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
RAYONIER A.M. PRODUCTS INC. as Company and the Guarantors party hereto from time to time 7.625% Senior Secured Notes due 2026 INDENTURE Dated as of December 23, 2020 and Wells Fargo Bank, National Association as Trustee and Notes Collateral AgentSupplemental Indenture • December 23rd, 2020 • Rayonier Advanced Materials Inc. • Pulp mills • New York
INDENTURE, dated as of December 23, 2020, among RAYONIER A.M. PRODUCTS INC., a Delaware corporation (together with its successors and assigns, the “Company”), a wholly owned subsidiary of Rayonier Advanced Materials Inc., a Delaware corporation (together with its successors and assigns, “RYAM”), RYAM, the other Guarantors (as defined below) party hereto from time to time and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, together with its successors and assigns, the “Trustee”)) and collateral agent (in such capacity, together with its successors and assigns, the “Notes Collateral Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF MAY 28, 2014Separation and Distribution Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • 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.
INTELLECTUAL PROPERTY AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF JUNE 27, 2014Intellectual Property Agreement • June 30th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This INTELLECTUAL PROPERTY AGREEMENT, dated as of June 27, 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”).
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT, dated as of July 20, 2023 (this “Amendment”), by and among RAYONIER A.M. PRODUCTS INC., a Delaware corporation (the “Lead Borrower”), RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (“Holdings”),...Revolving Credit Agreement • July 20th, 2023 • Rayonier Advanced Materials Inc. • Pulp mills • New York
REVOLVING CREDIT AGREEMENT, dated as of December 10, 2020 (as amended by Amendment No. 1 to Revolving Credit Agreement, dated as of January 17, 2023, and Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, and as further amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”), among Rayonier Advanced Materials Inc., a Delaware corporation (“Holdings”), Rayonier A.M. Products Inc., a Delaware corporation (the “Lead Borrower”), certain of Holdings’ direct or indirect wholly owned domestic subsidiaries from time to time party hereto, as borrowers (the “Designated Borrowers” and together with Lead Borrower, the “Borrowers” and each, individually, a “Borrower”), the other Loan Parties (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I) from time to time party hereto, the Lenders from time to time party hereto, the Issuing Banks and Bank of
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF June 27, 2014Employee Matters Agreement • June 30th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of June 27, 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT by and among Rayonier Inc., Rayonier Advanced Materials Inc., Rayonier TRS Holdings Inc., and Rayonier A.M. Products Inc. Dated as of June 27, 2014Tax Matters Agreement • June 30th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 27, 2014, is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”), Rayonier TRS Holdings Inc., a wholly owned Subsidiary of Rayonier (“TRS”), and Rayonier A.M. Products Inc., a Delaware Corporation and wholly owned subsidiary of TRS (“Products”). Each of Rayonier, SpinCo, TRS, and Products is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Chemical Cellulose Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
RAYONIER PERFORMANCE FIBERS, LLC (“RAYONIER”) agrees to sell and EASTMAN CHEMICAL COMPANY (“EASTMAN”) agrees to purchase products as specified in this Agreement (“Agreement “). As of January 1, 2012 (the “effective date”), this Agreement replaces and supplants in its entirety that certain Chemical Cellulose Agreement with an effective date of July 1, 2003 (“2003 Agreement”), as was amended from time to time, between RAYONIER and EASTMAN (collectively referred to as the “Parties”). For clarity, each party’s obligations and rights under the 2003 Agreement for the 2011 contract year and which, by their terms, survive expiration or termination of the 2003 Agreement, shall be complied with by the parties.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF JUNE 27, 2014Transition Services Agreement • June 30th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of June 27, 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier” or “RYN”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo” or “RYAM”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 8th, 2020 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of the Restatement Date (as defined below) (this “Agreement”), among RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (“Holdings”), RAYONIER A.M. PRODUCTS INC., a Delaware corporation (“Products”), RAYONIER PERFORMANCE FIBERS, LLC, a Delaware limited liability company (“Performance Fibers”), the DESIGNATED BORROWERS party hereto from time to time, the SUBSIDIARY LOAN PARTIES party hereto from time to time, the LENDERS party hereto from time to time and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. From and after the Restatement Date (as defined below), certain subsidiaries of Holdings (from time to time party hereto as Guarantors) may be joined to this Agreement.
Rayonier Advanced Materials Inc. Incentive Stock Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • August 5th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida
This Award Agreement is entered into by and between Rayonier Advanced Materials Inc., a corporation organized under the laws of the State of Delaware, with its principal office at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, FL 32207 (the "Company"), and the undersigned qualified individual ("Key Employee"), pursuant to the Rayonier Advanced Materials Inc. Incentive Stock Plan (the "Plan") as of this XX day of XXX (the “Effective Date”).
RAYONIER ADVANCED MATERIALS INC. MARCH 2018Rayonier Advanced Materials Inc. • March 1st, 2018 • Plastic material, synth resin/rubber, cellulos (no glass)
This Schedule A is part of, and subject to the terms and conditions of, an Award Agreement evidencing this Award of Performance Shares. The Award Agreement, including this Schedule A, is subject to the terms and conditions of the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan.
AMENDMENT TO CHEMICAL CELLULOSE AGREEMENTConfidential Treatment Requested • October 20th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
THIS AMENDMENT is effective as of December 31, 2014, and is entered into by and between Nantong Cellulose Fibers Co., Ltd., (“Buyer”) and Rayonier Performance Fibers, LLC (“Seller”), collectively, the “Parties.”
Rayonier Advanced Materials Inc.Performance Share Unit Award Agreement • February 29th, 2024 • Rayonier Advanced Materials Inc. • Pulp mills • Florida
This agreement (“Award Agreement”) is entered into by and between Rayonier Advanced Materials Inc., a corporation organized under the laws of the State of Delaware, with its principal office at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, FL 32207 (the "Company"), and the undersigned qualified individual ("Participant"), pursuant to the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended (the "Plan"), as of this 1st day of March 2024 (the “Effective Date”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • January 20th, 2022 • Rayonier Advanced Materials Inc. • Pulp mills • Florida
This Separation and Release Agreement (the “Agreement”) is made as of this 19th day of January, 2022, by and between Rayonier Advanced Materials Inc. (the “Company”) and Paul G. Boynton (the “Executive”).
AMENDMENT NO. 3 TO CHEMICAL CELLULOSE AGREEMENTChemical Cellulose Agreement • September 23rd, 2015 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
THIS AMENDMENT NO. 3 to Chemical Cellulose Agreement (this "Amendment") is effective as of January 1, 2016, and is entered into by and between Nantong Cellulose Fibers Co., Ltd., ("Buyer") and Rayonier A.M. Sales and Technology Inc. ("Seller"), collectively, the "Parties."
ASSET PURCHASE AGREEMENT April 10, 2021Agreement • May 6th, 2021 • Rayonier Advanced Materials Inc. • Pulp mills • Ontario
Asset Purchase Agreement dated April 10, 2021 between 9437-6001 QUEBEC INC., a corporation incorporated under the laws of the Province of Quebec (the “Purchaser”), GREENFIRST FOREST PRODUCTS INC. (the “Parent Guarantor”), a corporation incorporated under the laws of British Columbia, RAYONIER A.M. CANADA G.P., a partnership duly formed under the laws of the Province of Québec and RAYONIER A.M. CANADA INDUSTRIES INC., a corporation incorporated under the laws of Canada (collectively the “Seller”).
FIRST RESTATEMENT AGREEMENT dated as of August 17, 2017 amongFirst Restatement Agreement • August 18th, 2017 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of the Restatement Date (as defined below) (this “Agreement”), among RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (“Holdings”), RAYONIER A.M. PRODUCTS INC., a Delaware corporation (“Products”), RAYONIER PERFORMANCE FIBERS, LLC, a Delaware limited liability company (“Performance Fibers”), the DESIGNATED BORROWERS party hereto from time to time, the SUBSIDIARY LOAN PARTIES party hereto from time to time, the LENDERS party hereto from time to time and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders. From and after the Restatement Date (as defined below), certain subsidiaries of Holdings (from time to time party hereto as Guarantors) may be joined to this Agreement.
Rayonier Advanced Materials Inc.2022 Performance Cash Unit Award Agreement • May 5th, 2022 • Rayonier Advanced Materials Inc. • Pulp mills • Florida
This agreement (“Award Agreement”) is entered into by and between Rayonier Advanced Materials Inc., a corporation organized under the laws of the State of Delaware, with its principal office at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, FL 32207 (the "Company"), and the undersigned qualified individual ("Participant"), pursuant to the Rayonier Advanced Materials Inc. 2021 Incentive Stock Plan, as amended (the "Plan"), as of this 1st day of March 2022 (the “Effective Date”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Cellulose Specialties Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
RAYONIER PERFORMANCE FIBERS, LLC, with a business address at 4474 Savannah Highway, Jesup, Georgia 31545 (“Rayonier”) agrees to sell and DAICEL CHEMICAL INDUSTRIES, LTD., with a business address at JR Shinagawa East Bldg., 2-18-1, Konan, Minato-ku, Tokyo 108-8230, Japan, on behalf of itself, its affiliates, and its subsidiaries (“Daicel”), agrees to purchase the Products described below, subject to the terms and conditions set forth in this Amended and Restated Cellulose Specialties Agreement (This “Agreement”).
AGREEMENTAgreement • March 9th, 2020 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This AGREEMENT, dated March 6, 2020 (this “Agreement”), is by and between Rayonier Advanced Materials Inc. (the “Company”), on the one hand, and Pangaea Ventures, L.P. and Ortelius Advisors, L.P. (together, the “Pangaea Parties” and together with the Company, the “parties”), on the other hand. In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
TRUST AGREEMENT FOR THE RAYONIER ADVANCED MATERIALS INC. LEGAL RESOURCES TRUSTTrust Agreement • September 4th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida
THIS AGREEMENT is made this 28 day of June 2014, by and between Rayonier Advanced Materials Inc. (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (“Trustee”).
ContractRayonier Advanced Materials Inc. • June 6th, 2017 • Plastic material, synth resin/rubber, cellulos (no glass) • New York
This FIRST AMENDMENT, dated as of June 5, 2017 (this “Amendment Agreement”), to that certain Credit Agreement, dated as of June 24, 2014 (as amended from time to time prior to the date hereof, the “Existing Credit Agreement”; capitalized terms used in this sentence without definition shall have the respective meanings given to them in such Existing Credit Agreement), is made by and among Rayonier A.M. Products Inc., as Borrower (the “Borrower”), Rayonier Advanced Materials Inc., as Designated Borrower, Holdings and as a Guarantor (“Holdings”), the Subsidiary Loan Parties from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Amended Credit Agreement (as defined below) and used herein shall have the meanings given to them in the Amended Credit Agreement.
LOAN AGREEMENT by and among RAYONIER ADVANCED MATERIALS INC., as the Company, RYAM LUX SARL, as the Lender, and the GUARANTORS party hereto Dated as of July 20, 2023Loan Agreement • July 20th, 2023 • Rayonier Advanced Materials Inc. • Pulp mills • New York
LOAN AGREEMENT (this “Agreement”) dated as of July 20, 2023, between RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (together with any successor thereto, the “Company”), RYAM LUX SARL, a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg, having its registered office at 61, avenue de la Gare, L-1611 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 278475, as lender (in such capacity, together with any successor thereto, the “Lender”), and the Guarantors (as defined below) party hereto from time to time.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DAICEL CHEMICAL - RAYONIER...Cellulose Specialties Agreement • March 31st, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
RAYONIER PERFORMANCE FIBERS, LLC, with a business address at 4474 Savannah Highway, Jesup, Georgia 31545 (“Rayonier”) agrees to sell and DAICEL CHEMICAL INDUSTRIES, LTD., with a business address at JR Shinagawa East Bldg., 2-18-1, Konan, Minato-ku, Tokyo 108-8230, Japan, on behalf of itself, its affiliates, and its subsidiaries (“Daicel”), agrees to purchase the Products described below, subject to the terms and conditions set forth in this Amended and Restated Cellulose Specialties Agreement (This “Agreement”).
Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (“the Plan”)Rayonier Advanced Materials Inc. • February 27th, 2015 • Plastic material, synth resin/rubber, cellulos (no glass)
March __, 2015 Paul BoyntonRayonier Advanced Materials Inc. • May 1st, 2015 • Plastic material, synth resin/rubber, cellulos (no glass)
AMENDMENT NO. 2 TO DAICEL - RAYONIER AMENDED CHEMICAL SPECIALTIES AGREEMENTConfidential Treatment Requested • March 17th, 2016 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
THIS AMENDMENT is effective as of January 1, 2016, and is entered into by and between Daicel Corporation (“Daicel”) and Rayonier A.M. Sales and Technology Inc. (“RYAM”).
Rayonier Advanced Materials Outside Directors Compensation Program2015 Cash Deferral Option AgreementDeferral Option Agreement • February 27th, 2015 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida
This Agreement is made by and between Rayonier Advanced Materials Inc. (hereinafter the "Company") and the undersigned individual Non-Employee Director of the Company (hereinafter the "Director").
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 1 TO...Cellulose Specialties Agreement • March 31st, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
THIS AMENDMENT is effective as of January 1, 2012, and is entered into by and between Nantong Cellulose Fibers Co., Ltd. (“Buyer”), and Rayonier Performance Fibers, LLC (“Seller”), collectively, the “Parties.”
VOLUME SUBMITTER PROFIT SHARING/401(k) PLAN ADOPTION AGREEMENTAdoption Agreement • February 24th, 2017 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
By executing this Volume Submitter Profit Sharing/401(k) Plan Adoption Agreement (the "Agreement"), the undersigned Employer agrees to establish or continue a Profit Sharing/401(k) Plan. The Profit Sharing/401(k) Plan adopted by the Employer consists of the Defined Contribution Volume Submitter Plan and Trust Basic Plan Document #04 (the "BPD") and the elections made under this Agreement (collectively referred to as the "Plan"). An Employer may jointly co-sponsor the Plan by signing a Participating Employer Adoption Page, which is attached to this Agreement. This Plan is effective as of the Effective Date identified on the Signature Page of this Agreement.
RAYONIER ADVANCED MATERIALS INCENTIVE STOCK PLAN SUPPLEMENTAL TERMS APPLICABLE TO THERayonier Advanced Materials Inc. • February 29th, 2024 • Pulp mills • Florida
AMENDMENT NO. 1 TO DAICEL – RAYONIERChemical Specialties Agreement • May 13th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass)
THIS AMENDMENT is effective as of February 15, 2013, and is entered into by and between Daicel Corporation (“Daicel”) and Rayonier Performance Fibers, LLC (“Rayonier”).
Confidential Material Omitted – To be filed separately with the Securities and Exchange Commission upon request. Double asterisks denote omissions.Rayonier Advanced Materials Inc. • August 5th, 2021 • Pulp mills
This Schedule A is part of, and subject to the terms and conditions of, an Award Agreement evidencing this Award of Performance Shares. The Award Agreement, including this Schedule A, is subject to the terms and conditions of the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan, as amended.
Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan Restricted Stock Unit Award AgreementIncentive Stock Plan • March 1st, 2018 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Florida
This agreement (“Award Agreement”) is entered into by and between Rayonier Advanced Materials Inc., a corporation organized under the laws of the State of Delaware, with its principal office at 1301 Riverplace Boulevard, Suite 2300, Jacksonville, FL 32207 (the "Company"), and the undersigned qualified individual ("Participant"), pursuant to the Rayonier Advanced Materials Inc. 2017 Incentive Stock Plan, as amended (the "Plan"), as of this «Effective_Day» day of «Effective_Date» (the “Effective Date”).
