EX-10.7



 Exhibit 10.7 

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. 

EASTMAN – RAYONIER 

CHEMICAL CELLULOSE AGREEMENT 
 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. 
 WHEREAS, RAYONIER is regularly engaged in the business of manufacturing and selling both cellulose specialties
pulp (including dissolving pulp) and fluff pulp; 
 WHEREAS, EASTMAN is regularly engaged in the business of buying dissolving pulp; 

WHEREAS, RAYONIER is considering whether to undertake the expansion of its cellulose specialties capacity in a way that will reduce RAYONIER’s fluff pulp
capacity; 
 WHEREAS, EASTMAN wants RAYONIER to undertake the expansion of its cellulose specialties capacity and is desirous of buying cellulose
specialties from RAYONIER; 
 NOW THEREFORE, in consideration of the foregoing recitals, and the premises and mutual consideration set forth herein, the
parties agree as follows: 
 1. Definitions: 

(a) Board Approval means the initial and continued approval of the Board of Directors of Rayonier Inc. (the “Board”) for RAYONIER to
proceed with undertaking the process and steps necessary to successfully complete the CSE. The Parties recognize and agree the Board may withdraw its approval at any time prior to the successful completion of the CSE, contingent upon many factors
including, without limitation, the feasibility of the CSE, the ability and costs to obtain or comply with the necessary permitting and governmental approvals, and overall market conditions. 

(b) C Mill means the one mill line at RAYONIER’s Jesup, Georgia facility, that has historically been used primarily in the production of
fluff pulp. 
 (c) Cellulose Specialties Expansion (“CSE”) means the conversion of C Mill from a primarily fluff production line to
a cellulose specialties line capable of consistently manufacturing approximately 190,000 Air Dry Metric Tons (“ADMT”) of on grade cellulose specialties consistent with RAYONIER’s standards and specifications. 








 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. 

 

 (d) Cellulose Specialties Expansion Volume (“CSE Volume”) means Product
manufactured by RAYONIER as a result of RAYONIER’s increased capacity resulting from RAYONIER undergoing Cellulose Specialties Expansion (“CSE”). Although the CSE may only increase cellulose specialties capacity of C Mill, CSE Volume
refers to all chemical cellulose manufactured by RAYONIER as a result of such increased capacity on the C mill line at RAYONIER’s Jesup, Georgia facility to include volume produced on other lines in Jesup, Georgia, as well as volume produced at
RAYONIER’s Fernandina, Florida facility. 
 (e) Chemical Cellulose shall have the same meaning as “Products”. 

(f) Base Volume means the difference of: the total quantity of Chemical Cellulose to be purchased and sold in each year as set forth in
paragraph 3(a), minus the CSE Volume. 
 (g) Product means cellulose specialties in the grades of Chemical Cellulose designated by RAYONIER
*** and such other grades of Chemical Cellulose as may be added hereto by written agreement. EASTMAN’S identification numbers for such grades are as follows: 
  

					
	RAYONIER Grade	  	 EASTMAN

Global Material Number
	 	 EASTMAN Purchase

Specification Number

	 ***
	  		 	
	 ***
	  	***	 	***
	 ***
	  	***	 	***
	 ***
	  	***	 	***
	 ***
	  		 	
	 ***
	  	***	 	***
	 ***
	  	***	 	

 2. Price Addendum and *** Addendum. 

The “Price Addendum” (Addendum la attached hereto and by reference made a part hereof) lists the price and the allowance, if any, for
the above grades. The Price Addendum shall be updated whenever there is any change in price in accordance with Article 6 hereof. The “*** Addendum” (Addendum 1b attached hereto and by reference made a part hereof) provides the schedule of
volume related ***. 
 EASTMAN and RAYONIER shall maintain their activities related to improving product quality and the manufacturing
economics of both parties. 

  
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 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. 

 

 3. Quantities: 

(a) ***, this is a contract whereby EASTMAN agrees to purchase the following quantities of Chemical Cellulose in the years specified: 

 

					
	 Year
	  	Total Quantity (ADMT)	 	Base Volume (ADMT)
	 2012
	  	***	 	***
	 2013
	  	***	 	***
	 2014
	  	***	 	***
	 2015
	  	***	 	***
	 2016
	  	***	 	***
	 2017 and subsequent years*
	  	***	 	***

  

	*	Unless otherwise terminated as provided under Article 7. 

 (b) *** ADMT per year of volume for
each of the years ***, and for each subsequent year, shall be CSE Volume. RAYONIER’s obligation to sell the CSE Volume to EASTMAN shall be subject to the conditions precedent set forth in Article 4. 

(c) In no event will EASTMAN’s obligation to purchase Chemical Cellulose in any calendar year ***, except as provided under Article 6(b).
Notwithstanding any other provisions of this Agreement, EASTMAN shall purchase and RAYONIER shall sell the Base Volume. 
 4. Conditions
Precedent: Notwithstanding any other provisions of this Agreement, the obligations of RAYONIER relating to CSE Volume and the CSE Volume *** (as contained in the *** Addendum) under this Agreement are expressly conditioned upon the following:

 (a) Board Approval (as defined above); 

(b) Approval and Permits by governmental and regulatory authorities (including, without limitation, the Georgia Environmental Protection
Division, and all other state, local, and federal governments and agencies); and 
 (c) The completion of the CSE. 

5. Purchase Notice and Shipping Schedule: EASTMAN shall give RAYONIER sufficient notice of purchase needs and shall spread weekly
shipment quantities as evenly as possible throughout the year. RAYONIER and EASTMAN shall follow the procedures for production and shipment planning as detailed in Addendum 2 attached hereto and by reference made a part hereof. 

  
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 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. 

 

 6. Price: 

(a) The price and allowances, if any, for each grade of Chemical Cellulose on the effective date of this Agreement shall be as specified in the
Price Addendum. Thereafter RAYONIER shall inform EASTMAN of its estimated price change(s) for the following calendar year, if any, by *** of each year and the actual price by *** of such year. 

(b) *** 
 (c) *** 

(d) *** 
 (e) *** 

(f) *** 
 (g) EASTMAN shall have
reasonable audit rights regarding applicable pricing data. Specifically, EASTMAN shall be able to inspect RAYONIER’s records (via a mutually agreed-upon third party) to verify the different pricing mechanisms mentioned in this Article 6. The
auditor making such inspection shall be required to sign a reasonable confidentiality agreement provided by RAYONIER and shall report only that RAYONIER is in compliance with the pricing mechanisms, and if not, the amount of such discrepancy. Upon
receipt by RAYONIER of a report showing such a pricing discrepancy, RAYONIER shall revise the applicable price charged to EASTMAN so that such discrepancy no longer exists in the future, and shall provide the appropriate credit to adjust the
incorrectly priced previously purchased Chemical Cellulose within 30 days. The expense and fees of the auditor shall be paid by EASTMAN, unless a discrepancy in excess *** ADMT (annual basis) is found in favor of EASTMAN, in which case the expenses
and fees shall be paid by RAYONIER. 
 (h) A RAYONIER corporate officer shall confirm by every January 30, beginning January 30,
2013, that RAYONIER has complied with the requirements of this Article 6 during the preceding calendar year. 
 7. Term: This
Agreement shall continue in effect from January 1, 2012, through December 31, 2017, and shall be automatically continued in effect from year to year thereafter unless terminated by either party as set forth in this Article 7. On or after
October 1, 2017, either party may give notice of termination of this Agreement at any time, *** from such notice, and start the following schedule of shipment reduction. Adherence to the shipment reduction schedule shall be a condition to
effective termination of the Agreement. 

  
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 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. 

 

 
Three (3) months from the beginning of the first calendar quarter after notice is received, shipment reduction shall begin and proceed over the ensuing four (4) calendar quarters. The
reduction schedule shall be from a Base Quarterly Quantity. Base Quarterly Quantity shall be defined as either of the following (at the election of the party receiving the termination notice): a) *** of the Agreement Quantity for the then current
year (current as of receipt of notice), or b) *** of the total quantity shipped during the twelve (12) months prior to the date of termination notice. 

Shipment quantities shall be as follows: 
  

	 	•	 	First calendar quarter – the Base Quarterly Quantity less ***. 

  

	 	•	 	Second calendar quarter – the Base Quarterly Quantity less ***. 

  

	 	•	 	Third calendar quarter – the Base Quarterly Quantity less ***. 

  

	 	•	 	Fourth calendar quarter – the Base Quarterly Quantity less ***. 

  

	 	•	 	Fifth calendar quarter – the Base Quarterly Quantity less ***. 

 Assuming
the shipment reduction schedule has been followed, at the beginning of the fifth (5th) quarter following the start of the shipment reduction schedule, this Agreement shall be terminated. 

If Agreement termination notice is given by EASTMAN, the obligation of RAYONIER to give EASTMAN the benefit of *** and *** as described in
Article 5 and the *** Addendum of this Agreement shall no longer apply, unless mutually agreed to in writing by the parties. 
 8.
Terms of Payment: The terms shall be payment via wire transfer on the *** from invoice date. Payment should be made pursuant to instructions appearing on RAYONIER’S invoice. 

9. Prior Agreements and Contracts Superseded: This Agreement supersedes all other agreements and contracts entered into by the parties
prior to the date hereof with respect to the purchase and sale of grades of Chemical Cellulose to be sold hereunder and such other agreements and contracts shall continue in effect only with respect to chemical cellulose delivered to a common
carrier prior to the date hereof. 
 10. Notice: Any notice shall be sufficiently given when duly mailed, registered or certified
mail, return receipt requested, postage prepaid, addressed to: 
  

			
	 RAYONIER PERFORMANCE FIBERS, LLC
 P.O. Box
1280
 Jesup, Georgia 31545

Attention:    Vice President Sales, Marketing
and
        Research
	  	 EASTMAN CHEMICAL COMPANY
 200 S. Wilcox
Drive
 Kingsport, TN, 37622, U.S.A.

Attention:    Vice President, Global Procurement



  
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 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. 

 

 11. Construction of Contract: This Agreement, which includes Addenda 1a, 1b, 2 and 2a,
and all sales of Chemical Cellulose made pursuant hereto, are subject to the General Terms of Sale set forth in the attached Addendum 3, all of which are included herein and made a part hereof. In the event of any inconsistency or conflict between
any terms or conditions of this Agreement and the General Terms of Sale (Addendum 3), the terms and conditions of this Agreement shall govern. The parties anticipate that either EASTMAN or RAYONIER may employ, as an administrative matter, purchase
orders, order confirmations, agreements of sales or other forms which incorporate other provisions which by their terms purport to apply to a sale hereunder. The parties expressly stipulate that only this Agreement shall govern, and that no
provisions in any such form other than terms which are consistent with this Agreement and which identify a specific shipment, shall apply to any sale pursuant hereto. This Agreement may be altered or added to only by express agreement in writing
signed by EASTMAN and RAYONIER, and no such agreement shall be implied by any act of shipment or acceptance of Chemical Cellulose. 

Executed in duplicate this 15th day of June, 2011. 

 

									
	EASTMAN CHEMICAL COMPANY	 		 	RAYONIER PERFORMANCE FIBERS, LLC
					
	By:	 	 /s/ Michael A. Berry
	 		 	By:	 	 /s/ Lee M. Thomas

		 	Name: Michael A. Berry	 		 		 	Name: Lee M. Thomas
		 	Title: VP, Global Procurement	 		 		 	Title: Chief Executive Officer


  
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 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. 

 

 Addendum 1a 

CHEMICAL CELLULOSE AGREEMENT 

PRICE ADDENDUM 
 Prices 

For information only, the prices in effect as of January 1, 2011 under the 2003 Agreement for RAYONIER’s grades of chemical cellulose sold to EASTMAN
are as follows: 
  

									
	 RAYONIER Grade
	  	EASTMAN
Global Material Number	 	 	Price, $/ADMT *	 
	 ***
	  	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 
			
	 **** .
	  				 			

 Beginning January 1, 2012 the price for *** delivered after January 1, 2012, will be determined by *** to the then
current price of ***. 
 Prices for all grades are subject to change as set forth in Article 6 of this Agreement. Pricing as of the effective date of this
Agreement shall also be determined in accordance with Article 6. 








 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. 

 

 Addendum 1b 

CHEMICAL CELLULOSE AGREEMENT 

*** ADDENDUM 
 RAYONIER
shall grant EASTMAN *** from the prices in Addendum 1a (as updated by the parties) of this Agreement determined and paid as set forth below, unless this Agreement has been terminated by EASTMAN as provided in Article 7. RAYONIER shall pay all *** by
the *** unless EASTMAN is in breach under this Agreement. *** 
 Standard ***: 

*** shall be payable on all Base Volume and CSE Volume of Product purchased and paid for by EASTMAN (the “Standard ***”). 

CSE Volume ***: 
 *** shall be payable on all CSE Volume
purchased and paid for by EASTMAN (the “CSE Volume ***”). The CSE Volume *** shall not be payable on Base Volume. For purposes of calculating the CSE Volume *** only, CSE Volume shall be calculated as the quantity of Product purchased by
EASTMAN in excess of *** in a calendar year, up to an ***, to fulfill EASTMAN’s total minimum quantity requirement of *** per calendar year ***. For accounting purposes it will be assumed that EASTMAN will purchase the full CSE Volume of ***
each year, subject to reimbursement as set forth above. 
 Special ***: 

In addition to the Standard *** and CSE Volume ***, Special *** on the below Products only which are purchased and paid for, will be paid *** according to the
following schedule: 
  

																									
	 	  	2012	 	  	2013	 	  	2014	 	  	2015	 	  	2016	 	  	2017	 
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  
	 ***
	  				  				  				  				  				  			
	 ***
	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  	  	 	***	  

 Special *** figures are $/ADMT. 

The *** will be paid on volume of Product purchased up to *** each calendar year of this Agreement. 








 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. 

 

 Addendum 2 

CHEMICAL CELLULOSE AGREEMENT 

PURCHASE NOTICE AND SHIPPING SCHEDULES 

The objective of these procedures is to ensure good communication between the parties regarding EASTMAN’S requirements for shipments of Chemical
Cellulose and RAYONIER’S ability to produce the Chemical Cellulose to meet the required shipment schedule. The result of the planning should be the development of good production and shipment schedules two (2) to three (3) months
ahead, the even flow of shipments over the course of the quarters and year, and *** from RAYONIER’s Fernandina Beach, Florida, and Jesup, Georgia, mills. Commencing in 2012, a target *** of the *** pulp volume must be purchased from the
Fernandina Beach, Florida mill. The parties anticipate that following completion of the CSE it will be necessary to change the ratio of total Product shipments to approximately ***. ***. Within three (3) months of the completion of the CSE, the
parties agree to confer and, if warranted, negotiate in good faith any adjustment to this ratio. 
 As a second objective, the estimates described herein
shall form the basis for estimating any reductions in volume pursuant to Article 7 of the Agreement. The procedure shall be: 
  

	 	•	 	By *** of each year EASTMAN shall give RAYONIER a “budget notice” in writing of its estimated quarterly purchases from RAYONIER for the following calendar year. 


 

	 	•	 	By *** of each year EASTMAN and RAYONIER shall review EASTMAN’s estimated quarterly purchases hereunder and determine if any revisions to the budget notice are appropriate. 


 

	 	•	 	No later *** before the start of each calendar quarter, EASTMAN shall give RAYONIER information such as planned production rates, maintenance downtime and/or market curtailments foreseen for the upcoming quarter and
RAYONIER shall give EASTMAN similar information related to pulp mill operations over the same period. Product shipments required for the quarter should be scheduled as much as possible in equal weekly increments throughout the quarter.


  

	 	•	 	Both parties shall strive to maintain a firm daily shipping schedule of *** prior to the actual shipping dates. By Monday of each week a daily shipment schedule shall be agreed upon for the second shipping week ahead.










 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. 

 

 Addendum 2a 

CHEMICAL CELLULOSE AGREEMENT 

*** 
 Upon completion of CSE, but in no
event earlier than January 1, 2014, for sales to EASTMAN’s Kingsport facility, RAYONIER *** 
 a. *** 

b. *** 
 c. *** 

d. *** 
 e. *** 

f. *** 








 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. 

 

 Addendum 3 

RAYONIER – EASTMAN CHEMICAL 

GENERAL TERMS OF SALE 

***TITLE: *** 

***WEIGHT: In case of Chemical Cellulose “Ton” means “Metric Ton” 1,000 kgs. on an air dry basis (i.e., 90%
bone-dry Chemical Cellulose by weight and 10% moisture) and usual packaging materials. 
 ***SHIPPING COST AND TAXES: *** 

***QUANTITY: A maximum margin of l0%, more or less, on the quantities shipped is to be allowed for convenience of arranging freighting.

 ***CLAIMS *** 

***TESTS: *** 
 ***
SELLER’S LIABILITY: RAYONIER warrants that the Chemical Cellulose shall comply with the *** BUT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. RAYONIER’s
liability hereunder shall in any case be limited to not exceed the purchase price of the particular delivery giving rise to a claim by EASTMAN. Neither party shall be liable to the other party for any special, incidental, indirect, punitive or
consequential damages, including, but not limited to, loss of use, or loss of profit, breach of contract between a third party and EASTMAN or RAYONIER, negligence or any other cause of action, nor for cost of litigation related thereto. 

*** CONTINGENCIES: *** 

*** 
 ***SOURCE OF
SHIPMENT: *** 
 *** DEFAULTS: *** 

***ASSIGNMENT: *** 

***SEVERABILITY: If any provision herein is or becomes invalid or illegal in whole or in part, such provision shall be deemed amended,
as nearly as possible, to be consistent with the intent expressed herein, in the Agreement to which these General Terms of Sale are attached as an exhibit, and any contract entered into pursuant thereto, and if such is impossible, that provision
shall fail by itself without invalidating any of the remaining provisions not otherwise invalid or illegal. 
 ***NOTICE: Any notice
shall be sufficiently given when duly mailed, registered or certified mail, return receipt requested, postage prepaid, addressed to RAYONIER at P.O. Box 2070, Jesup, Georgia 31598, U.S.A., Attention: Senior Vice President, Performance Fibers and to
EASTMAN 200 S. Wilcox Drive, Kingsport, TN, 37622, U.S.A., Attention Vice President and Chief Procurement Officer , or to such other address for either party as that party may by proper notice designate. 








 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. 

 

 ***GOVERNING LAWS: *** 

***COMPLIANCE WITH FEDERAL LAW: When producing in the United States of America the products deliverable under the Agreement to which
these General Terms of Sale are attached as an exhibit and any Chemical Cellulose Agreement entered into pursuant thereto, RAYONIER shall comply with the Fair Labor Standard Act of 1938, as amended, and Title VII of the Civil Rights Act of 1964, as
amended. 
 *** DELAY NO CAUSE FOR REFUSAL: Notwithstanding anything contained herein, in the event of a carrier or vessel being
delayed in arriving at EASTMAN’s location to which the Chemical Cellulose is being shipped or to any foreign Port of Entry, through no fault of RAYONIER, beyond the estimated time of arrival (ETA), such delay shall not by itself constitute a
cause for refusal of the shipment by EASTMAN. 

  
 General Terms – Page
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