RAYONIER A.M. PRODUCTS INC. as Company and the Guarantors party hereto from time to time 5.50% Senior Notes due 2024 INDENTURE Dated as of May 22, 2014 and Wells Fargo Bank, National Association as TrusteeIndenture • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • New York
INDENTURE, dated as of May 22, 2014, among RAYONIER A.M. PRODUCTS INC., a Delaware corporation (together with its successors and assigns, the “Company”), which on the Contribution Date (as defined below) shall become a wholly owned subsidiary of Rayonier Advanced Materials Inc., a Delaware corporation (together with its successors and assigns, “RYAM”), RYAM, the other Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined below).
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 [—], 2014Intellectual Property Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This INTELLECTUAL PROPERTY AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN RAYONIER INC. AND RAYONIER ADVANCED MATERIALS INC. DATED AS OF [—], 2014Employee Matters Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and between Rayonier Inc., a North Carolina corporation (“Rayonier”), and Rayonier Advanced Materials Inc., a Delaware corporation (“SpinCo”).
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 [—], 2014Transition Services Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [—], 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”).
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”).
AMENDMENT NO. 1 TO CELLULOSE SPECIALTIES AGREEMENTCellulose Specialties Agreement • May 29th, 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.”
AMENDMENT TO EASTMAN – RAYONIER CHEMICAL CELLULOSE AGREEMENTChemical Cellulose Agreement • May 29th, 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 EASTMAN CHEMICAL COMPANY (“EASTMAN”) and RAYONIER PERFORMANCE FIBERS, LLC (“RAYONIER”), collectively, the “PARTIES.”
FORM OF INDEMNIFICATION AGREEMENT BETWEEN RAYONIER ADVANCED MATERIALS INC. AND INDIVIDUAL DIRECTORS OR OFFICERSIndemnification Agreement • May 29th, 2014 • Rayonier Advanced Materials Inc. • Plastic material, synth resin/rubber, cellulos (no glass) • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of between Rayonier Advanced Materials Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
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 (“Rayonier”) with a business address at 4470 Savannah Highway, Jesup, Georgia, 31545 agrees to sell and Nantong Cellulose Fibers Co., Ltd. (“Buyer”) with a business address at 27, East Zhong Xiu Road, Nantong, Jiangsu Province 226008, China, agrees to purchase the Product(s) described below, subject to the terms and conditions stated in this Cellulose Specialties Agreement (“Agreement”).
AMENDMENT NO. 1 TO DAICEL – RAYONIER AMENDED CHEMICAL SPECIALTIES AGREEMENTChemical Specialties Agreement • May 29th, 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”).
