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EXHIBIT 2.4
ASSIGNMENT
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(From Rayonier Inc. to Rayonier Timberlands Operating Company, L.P.)
THIS ASSIGNMENT is made effective as of the 25th day of October, 1999 (the
"Effective Date"), by and between Rayonier Inc. (hereinafter referred to as
"Assignor") and Rayonier Timberlands Operating Company, L.P. ("Assignee").
WHEREAS, Assignor has entered into a Purchase and Sale Agreement (the
"Agreement"), made as of July 28, 1999, by and between Assignor, a North
Carolina corporation, and Jefferson Smurfit Corporation (U.S.), a Delaware
corporation ("JSC"), as amended (said Purchase and Sale Agreement, as so
amended, is herein referred to as the "Agreement"); and
WHEREAS, Assignor desires to contribute to the Assignee (i) a 98.8% of its
member interests in Rayland, L.L.C. and (ii) all of its interest in certain
timberlands located in Florida, Georgia, South Carolina and Washington
(hereinafter referred to as the "Assigned Interest"), in exchange for a limited
partnership interest in the Assignee; and
WHEREAS, Assignor desires to assign to Assignee all of its right, title
and interest in and to the Agreement; and
WHEREAS, Assignor and Assignee now desire to enter into this written
Assignment to evidence the foregoing assignments.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, the parties hereby agree as follows:
1. Assignor has assigned, transferred, conveyed and delivered, and by
these presents does hereby assign, transfer, convey and deliver to Assignee
effective as of the Effective Date, the Assigned Interest.
2. Assignee has accepted, and by these presents does hereby accept
effective as of the Effective Date, the Assigned Interest.
3. Assignor has assigned, transferred, conveyed, sold and set over and by
these presents does hereby assign, transfer, convey, sell and set over into
Assignee all of Assignor's right, title and interest in and to the Agreement.
Assignee accepts such assignment and assumes and agrees to perform all of the
duties, obligations, liabilities and responsibilities of Assignor under the
Agreement.
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This Assignment is binding upon Assignor and Assignee and shall inure to
the benefit of Assignee and Assignor and their respective legal representatives,
successors and assigns.
"ASSIGNOR"
Rayonier Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
"ASSIGNEE"
Rayonier Timberlands Operating
Company, L.P.
By: Rayonier Timberlands
Management Inc., its managing
general partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
