JPMorgan Chase Bank, National Association
EXHIBIT 4.9
JPMorgan Chase Bank, National Association
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
England
October 15, 2007
00 Xxxxx Xxxxx Xxxxxx
Jacksonville, FL 32202
Re: Issuer Warrant Transaction Amendment
Rayonier Inc. (“Issuer”) and JPMorgan Chase Bank, National Association, London Branch (“Dealer”) have entered into a confirmation dated as of October 10, 2007 (the “Confirmation”) relating to Warrants on shares of common stock (no par value) of Issuer issued by Issuer to Dealer. This letter agreement (this “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) evidenced by the Confirmation.
Upon the effectiveness of this Amendment, all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.
1. Amendments. The Confirmation is hereby amended as follows:
a. Number of Warrants and Expiration Date. The Numbers of Warrants and Expiration Dates specified in the Confirmation are hereby replaced in their entirety with the Numbers of Warrants and Expiration Dates set forth on Annex A attached hereto.
b. Additional Premium. The “Premium” shall be USD7,234,500.
c. Capped Number. The number “3,192,578” set forth in Section 8(e) of the Confirmation is hereby replaced with the number “3,831,094”.
2. Effectiveness. This Amendment shall become effective upon execution by the parties hereto.
3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
5. Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.
| Yours faithfully, | ||||
| X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association | ||||
| By: |
| |||
| Authorized Signatory | ||||
| Name: | ||||
Confirmed as of the date first above written:
| RAYONIER INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
Annex A
For each Component of the Transaction, the Number of Warrants and Expiration Date are set forth below.
| Component Number |
Number of Warrants |
Expiration Date | ||
| 1. |
38,311 | January 15, 2013 | ||
| 2. |
38,311 | January 16, 2013 | ||
| 3. |
38,311 | January 17, 2013 | ||
| 4. |
38,311 | January 18, 2013 | ||
| 5. |
38,311 | January 22, 2013 | ||
| 6. |
38,311 | January 23, 2013 | ||
| 7. |
38,311 | January 24, 2013 | ||
| 8. |
38,311 | January 25, 2013 | ||
| 9. |
38,311 | January 28, 2013 | ||
| 10. |
38,311 | January 29, 2013 | ||
| 11. |
38,311 | January 30, 2013 | ||
| 12. |
38,311 | January 31, 2013 | ||
| 13. |
38,311 | February 1, 2013 | ||
| 14. |
38,311 | February 4, 2013 | ||
| 15. |
38,311 | February 5, 2013 | ||
| 16. |
38,311 | February 6, 2013 | ||
| 17. |
38,311 | February 7, 2013 | ||
| 18. |
38,311 | February 8, 2013 | ||
| 19. |
38,311 | February 11, 2013 | ||
| 20. |
38,311 | February 12, 2013 | ||
| 21. |
38,311 | February 13, 2013 | ||
| 22. |
38,311 | February 14, 2013 | ||
| 23. |
38,311 | February 15, 2013 | ||
| 24. |
38,311 | February 19, 2013 | ||
| 25. |
38,311 | February 20, 2013 | ||
| 26. |
38,311 | February 21, 2013 | ||
| 27. |
38,311 | February 22, 2013 | ||
| 28. |
38,311 | February 25, 2013 | ||
| 29. |
38,311 | February 26, 2013 | ||
| 30. |
38,311 | February 27, 2013 | ||
| 31. |
38,311 | February 28, 2013 | ||
| 32. |
38,311 | March 1, 2013 | ||
| 33. |
38,311 | March 4, 2013 | ||
| 34. |
38,311 | March 5, 2013 | ||
| 35. |
38,311 | March 6, 2013 | ||
| 36. |
38,311 | March 7, 2013 | ||
| 37. |
38,311 | March 8, 2013 | ||
| 38. |
38,311 | March 11, 2013 | ||
| 39. |
38,311 | March 12, 2013 | ||
| 40. |
38,311 | March 13, 2013 | ||
| 41. |
38,311 | March 14, 2013 | ||
| 42. |
38,311 | March 15, 2013 | ||
| 43. |
38,311 | March 18, 2013 | ||
| 44. |
38,311 | March 19, 2013 | ||
| 45. |
38,311 | March 20, 2013 | ||
| 46. |
38,311 | March 21, 2013 | ||
| 47. |
38,311 | March 22, 2013 | ||
| 48. |
38,311 | March 25, 2013 | ||
| 49. |
38,311 | March 26, 2013 | ||
| 50. |
38,308 | March 27, 2013 |
