AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RAYONIER, L.P.Agreement of Limited Partnership • May 13th, 2020 • Rayonier, L.P. • Real estate investment trusts • Delaware
Under Sections 1445(e) and 1446(f) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership (A) in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents or (B) for which any portion of the gain on disposition of such partnership interest would be treated as effectively connected with the conduct of a trade or business within the United States under Section 864(c)(8) of the Code, the transferee will be required to withhold a portion of the amount realized by the non-U.S. person upon the disposition. To inform Rayonier Inc. (the “General Partner”) and Rayonier, L.P. (the “Partnership”) that no withholding is required with respect to the redemption by ____________ (“Partner”) of its OP Un
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 13th, 2020 • Rayonier, L.P. • Real estate investment trusts • New York
This Third Supplemental Indenture, dated as of May 7, 2020 (this “Third Supplemental Indenture”), is entered into by and among Rayonier Inc., a North Carolina corporation (the “Company”), the Guarantors party hereto, Rayonier, L.P., a Delaware limited partnership (the “Successor Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
TAX PROTECTION AGREEMENTTax Protection Agreement • May 13th, 2020 • Rayonier, L.P. • Real estate investment trusts • New York
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of May 8, 2020, by and among Rayonier, L.P., a Delaware limited partnership (the “Partnership”), Rayonier Inc., a North Carolina corporation (the “General Partner”) and Pope Resources, A Delaware Limited Partnership (“Pope Resources,” and together with the Partnership and General Partner, the “Parties” and each, a “Party”).
