EX-10.1



 Exhibit 10.1 

TRANSITION SERVICES AGREEMENT 
 BY
AND BETWEEN 
 RAYONIER INC. 

AND 
 RAYONIER ADVANCED MATERIALS
INC. 
 DATED AS OF JUNE 27, 2014 
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 Section 1.01.
	  	Definitions	  	 	1	  
		
	 ARTICLE II SERVICES
	  	 	5	  
			
	 Section 2.01.
	  	Services	  	 	5	  
	 Section 2.02.
	  	Performance of Services	  	 	5	  
	 Section 2.03.
	  	Charges for Services	  	 	7	  
	 Section 2.04.
	  	Reimbursement for Out-of-Pocket Costs and Expenses	  	 	7	  
	 Section 2.05.
	  	Changes in the Performance of Services	  	 	7	  
	 Section 2.06.
	  	Transitional Nature of Services	  	 	8	  
	 Section 2.07.
	  	Subcontracting	  	 	8	  
		
	 ARTICLE III OTHER ARRANGEMENTS
	  	 	8	  
			
	 Section 3.01.
	  	Access	  	 	8	  
		
	 ARTICLE IV BILLING; TAXES
	  	 	9	  
			
	 Section 4.01.
	  	Procedure	  	 	9	  
	 Section 4.02.
	  	Late Payments	  	 	10	  
	 Section 4.03.
	  	Taxes	  	 	10	  
	 Section 4.04.
	  	No Set-Off	  	 	10	  
		
	 ARTICLE V TERM AND TERMINATION
	  	 	10	  
			
	 Section 5.01.
	  	Term	  	 	10	  
	 Section 5.02.
	  	Early Termination	  	 	10	  
	 Section 5.03.
	  	Interdependencies	  	 	11	  
	 Section 5.04.
	  	Effect of Termination	  	 	11	  
	 Section 5.05.
	  	Information Transmission	  	 	12	  
		
	 ARTICLE VI CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS
	  	 	12	  
			
	 Section 6.01.
	  	Rayonier and SpinCo Obligations	  	 	12	  
	 Section 6.02.
	  	No Release; Return or Destruction	  	 	12	  
	 Section 6.03.
	  	Privacy and Data Protection Laws	  	 	13	  
	 Section 6.04.
	  	Protective Arrangements	  	 	13	  
		
	 ARTICLE VII LIMITED LIABILITY AND INDEMNIFICATION
	  	 	13	  
			
	 Section 7.01.
	  	Limitations on Liability	  	 	13	  
	 Section 7.02.
	  	Obligation to Re-Perform; Liabilities	  	 	14	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 Section 7.03.
	 	Third-Party Claims	  	 	14	  
	 Section 7.04.
	 	Provider Indemnity	  	 	14	  
	 Section 7.05.
	 	Indemnification Procedures	  	 	15	  
		
	 ARTICLE VIII TRANSITION COMMITTEE
	  	 	15	  
			
	 Section 8.01.
	 	Establishment	  	 	15	  
		
	 ARTICLE IX MISCELLANEOUS
	  	 	15	  
			
	 Section 9.01.
	 	Mutual Cooperation	  	 	15	  
	 Section 9.02.
	 	Further Assurances	  	 	15	  
	 Section 9.03.
	 	Audit Assistance	  	 	15	  
	 Section 9.04.
	 	Title to Intellectual Property	  	 	16	  
	 Section 9.05.
	 	Independent Contractors	  	 	16	  
	 Section 9.06.
	 	Counterparts; Entire Agreement; Corporate Power	  	 	16	  
	 Section 9.07.
	 	Governing Law	  	 	17	  
	 Section 9.08.
	 	Assignability	  	 	17	  
	 Section 9.09.
	 	Third-Party Beneficiaries	  	 	17	  
	 Section 9.10.
	 	Notices	  	 	18	  
	 Section 9.11.
	 	Severability	  	 	18	  
	 Section 9.12.
	 	Force Majeure	  	 	19	  
	 Section 9.13.
	 	Headings	  	 	19	  
	 Section 9.14.
	 	Survival of Covenants	  	 	19	  
	 Section 9.15.
	 	Waivers of Default	  	 	19	  
	 Section 9.16.
	 	Dispute Resolution	  	 	19	  
	 Section 9.17.
	 	Specific Performance	  	 	20	  
	 Section 9.18.
	 	Amendments	  	 	20	  
	 Section 9.19.
	 	Interpretation	  	 	20	  
	 Section 9.20.
	 	Mutual Drafting	  	 	21	  


  
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 TRANSITION SERVICES AGREEMENT 

This TRANSITION SERVICES AGREEMENT, dated as of June 27, 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”). 

R E C I T A L S: 
 WHEREAS, the
board of directors of Rayonier (the “Rayonier Board”) has determined that it is in the best interests of Rayonier and its shareholders to create a new publicly traded company that shall operate the SpinCo Business; 

WHEREAS, in furtherance of the foregoing, the Rayonier Board has determined that it is appropriate and desirable to separate the SpinCo
Business from the Rayonier Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Rayonier Shares on the Record Date of all the outstanding SpinCo Shares owned by Rayonier
(the “Distribution”); 
 WHEREAS, in order to effectuate the Separation and the Distribution, Rayonier and SpinCo have
entered into a Separation and Distribution Agreement, dated as of May 28, 2014 (the “Separation and Distribution Agreement”); and 

WHEREAS, in order to facilitate and provide for an orderly transition in connection with the Separation and the Distribution, the Parties
desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide Services to the other Party for a transitional period. 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 DEFINITIONS 

Section 1.01. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: 

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or
investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation
tribunal. 
 “Affiliate” has the meaning set forth in the Separation and Distribution Agreement. 

“Agreement” has the meaning set forth in the Preamble. 







 “Ancillary Agreements” has the meaning set forth in the Separation and
Distribution Agreement. 
 “Charge” and “Charges” have the meaning set forth in Section 2.03.

 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

“Confidential Information” means all Information that is either confidential or proprietary. 

“Dispute” has the meaning set forth in Section 9.16(a). 

“Distribution” has the meaning set forth in the Recitals. 

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Rayonier
Board in its sole and absolute discretion. 
 “Effective Time” shall mean 11:59 p.m., New York City time, on the
Distribution Date. 
 “Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or
any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such
Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather
conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other
acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure. 

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof,
and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative
or other similar functions of, or pertaining to, government and any executive official thereof. 
 “Information” shall mean
information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas,
concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names,
communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business
information or data. 

  
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 “Intellectual Property Agreement” shall mean the Intellectual Property Agreement
to be entered into by and between Rayonier and SpinCo or their respective Subsidiaries in connection with the Separation, the Distribution or the other transactions contemplated by the Separation and Distribution Agreement. 

“Interest Payment” has the meaning set forth in Section 4.02. 

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law),
statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case,
enacted, promulgated, issued or entered by a Governmental Authority. 
 “Level of Service” has the meaning set forth in
Section 2.02(c). 
 “Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities,
responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued
or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim),
demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture,
instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto. 

“Losses” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including
legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim. 

“Minimum Service Period” means the period commencing on the Distribution Date and ending thirty (30) days after the
Distribution Date. 
 “Parties” means the parties to this Agreement. 

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an
unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. 
 “Provider”
means, with respect to any Service, the Party identified on Schedule 1 hereto as the “Provider” of such Service. 

“Provider Indemnitees” has the meaning set forth in Section 7.03. 

“Rayonier” has the meaning set forth in the Preamble. 

  
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 “Rayonier Board” has the meaning set forth in the Recitals. 

“Rayonier Business” has the meaning set forth in the Separation and Distribution Agreement. 

“Rayonier Shares” shall mean the common shares, no par value, of Rayonier. 

“Recipient” means, with respect to any Service, the Party receiving such Service hereunder. 

“Recipient Indemnitees” has the meaning set forth in Section 7.04. 

“Record Date” shall mean the close of business on the date to be determined by the Rayonier Board as the record date for
determining holders of Rayonier Shares entitled to receive SpinCo Shares pursuant to the Distribution. 
 “Representatives”
shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives. 

“RYAM” has the meaning set forth in the Preamble. 

“RYN” has the meaning set forth in the Preamble. 

“Separation” has the meaning set forth in the Recitals. 

“Separation and Distribution Agreement” has the meaning set forth in the Recitals. 

“Service Baseline Period” has the meaning set forth in Section 2.02(c). 

“Service Period” means, with respect to any Service, the period commencing on the Distribution Date and ending on the earlier
of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.02 and (b) the date that is the eighteenth month anniversary of the Distribution Date. 

“Services” has the meaning set forth in Section 2.01. 

“SpinCo” has the meaning set forth in the Preamble. 

“SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement. 

“SpinCo Shares” shall mean the shares of common stock, par value $0.01 per share, of SpinCo. 

“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership
of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all 

  
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classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to
vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body. 

“Tax” has the meaning set forth in the Tax Matters Agreement. 

“Tax Matters Agreement” shall mean the Tax Matters Agreement to be entered into by and between Rayonier and SpinCo or their
respective Subsidiaries in connection with the Separation, the Distribution or the other transactions contemplated by the Separation and Distribution Agreement. 

“Taxing Authority” has the meaning set forth in the Tax Matters Agreement. 

“Termination Charges” shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i),
the sum of (a) any and all costs, fees and expenses (other than any severance or retention costs) payable by the Provider of such Service to a Third Party principally because of the early termination of such Service; provided,
however, that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable to any Third Party in connection with such early termination of such Service and credit any such reductions against the
Termination Charges payable by the Recipient; and (b) any additional severance and retention costs, if any, because of the early termination of such Service that the Provider of such terminated Service incurs to employees who had been retained
primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that such Provider would have paid to such employees if
the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination). 

“Third Party” shall mean any Person other than the Parties or any of their Affiliates. 

“Third-Party Claim” shall mean any Action commenced by any Third Party against any Party or any of its Affiliates. 

“Transition Committee” has the meaning set forth in the Separation and Distribution Agreement. 

ARTICLE II 
 SERVICES 

Section 2.01. Services. Commencing as of the Effective Time, the Provider agrees to provide, or to cause one or more of its
Subsidiaries to provide, to the Recipient, or any Subsidiary of the Recipient, the applicable services (the “Services”) set forth on Schedule 1 hereto. 

Section 2.02. Performance of Services. 

  
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 (a) The Provider shall perform, or shall cause one or more of its Subsidiaries to perform, all
Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by or on behalf of Rayonier or any of its Subsidiaries to Rayonier
or its applicable functional group or Subsidiary prior to the Effective Time. 
 (b) Nothing in this Agreement shall require the Provider to
perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If the Provider is or becomes aware of any
potential violation on the part of the Provider, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such potential violation, and the Provider and the Recipient will mutually seek an alternative that addresses
such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Provider to
perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02. Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket
costs and expenses (if any) incurred by any Party or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Provider to perform or cause to be performed such Services shall be divided
proportionately between the Provider and the Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts,
are unable to obtain a required Third Party consent, or the performance of such Service by the Provider would constitute a violation of any applicable Law, the Provider shall have no obligation whatsoever to perform or cause to be performed such
Service. 
 (c) The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more
burdensome (with respect to service quality or quantity) than analogous services provided to Rayonier or its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during calendar year 2013
(the “Service Baseline Period”). If the Recipient requests that the Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the Parties shall cooperate and act
in good faith to determine whether the Provider will be required to provide such requested higher Level of Service. If the Parties determine that the Provider shall provide the requested higher Level of Service, then such higher Level of Service
shall be documented in a written agreement signed by the Parties. Each amended section of Schedule 1 hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level
of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. 

(d) (i) Neither the Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the
benefit of any Third Party or any other Person other than the Recipient and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR SECTION 7.04, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE
PROVIDED ON AN “AS-IS” BASIS, THAT 

  
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THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. 

(e) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party
shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. 

Section 2.03. Charges for Services. The Recipient shall pay the Provider of the Services a fee (either one-time or recurring) for
such Services (or category of Services, as applicable) (each fee constituting a “Charge” and, collectively, “Charges”), which Charges shall be based upon the cost of providing such Services and shall be agreed to by
the Parties from time to time. During the term of this Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties, (b) any adjustments due to a change in Level
of Service requested by the Recipient and agreed upon by the Provider, and (c) any adjustment in the rates or charges imposed by any Third Party provider that is providing Services (proportional to the respective use of such Services by each
Party). Together with any invoice for Charges, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the
Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges. 
 Section 2.04.
Reimbursement for Out-of-Pocket Costs and Expenses. The Recipient shall reimburse the Provider for reasonable out-of-pocket costs and expenses incurred by the Provider or any of its Subsidiaries in connection with providing the Services
(including reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Charges for such Services; provided, however, that any such cost or expense in excess of five hundred dollars ($500.00),
in the aggregate, that is not consistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance written approval of the Recipient. Any authorized travel-related expenses
incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies. 

Section 2.05. Changes in the Performance of Services. Subject to the performance standards for Services set forth in Sections
2.02(a), 2.02(b) and 2.02(c), the Provider may make changes from time to time in the manner of performing the Services if the Provider is making similar changes in performing analogous services for itself and if the Provider
furnishes to the Recipient reasonable prior written notice (in content and timing) of such changes. No such change shall materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service. If any such change by the
Provider reasonably requires the Recipient to incur an increase in costs and expenses of at least five percent (5%), in the aggregate, in order to continue to receive and utilize the 

  
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applicable Services in the same manner as the Recipient was receiving and utilizing such Service prior to such change, the Provider shall be required to reimburse the Recipient for all such
reasonable increase in costs and expenses. Upon request, the Recipient shall provide the Provider with reasonable documentation, including any additional documentation reasonably requested by the Provider to the extent such documentation is in the
Recipient’s or its Subsidiaries’ possession or control, to support the calculation of such increase in costs and expenses. 

Section 2.06. Transitional Nature of Services. The Parties acknowledge the transitional nature of the Services and agree to
cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee). 

Section 2.07. Subcontracting. A Provider may hire or engage one or more Third Parties to perform any or all of its obligations
under this Agreement; provided, however, that (a) such Provider shall use the same degree of care (but at least reasonable care) in selecting each of such Third Party as it would if such Third Party was being retained to provide
similar services to the Provider and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the performance standard for Services set forth in
Sections 2.02(a), 2.02(b) and 2.02(c) and the content of the Services provided to the Recipient. Subject to the confidentiality provisions set forth in Article VI, each Party shall, and shall cause their respective
Affiliates to, provide, upon ten (10) Business Days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with
any Services being provided to such requesting Party by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and the Provider and other supporting documentation; provided,
further, however, that each Party shall make no more than one such request during any calendar quarter. 
 ARTICLE III 

OTHER ARRANGEMENTS 

Section 3.01. Access. 

(a) SpinCo shall, and shall cause its Subsidiaries to, allow Rayonier and its Subsidiaries and their respective Representatives reasonable
access to the facilities of SpinCo and its Subsidiaries that is necessary for Rayonier and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing right of access, SpinCo shall, and shall cause its
Subsidiaries to, afford Rayonier, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of
SpinCo and its Subsidiaries as reasonably necessary for Rayonier to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by
SpinCo or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access 

  
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shall not unreasonably interfere with any of the business or operations of SpinCo or any of its Subsidiaries and (ii) in the event that SpinCo determines that providing such access could be
commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence.
Rayonier agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of SpinCo or its Subsidiaries, or when given
access to any facilities, Information, systems, infrastructure or personnel of SpinCo or its Subsidiaries, conform to the policies and procedures of SpinCo and its Subsidiaries, as applicable, concerning health, safety, conduct and security which
are made known or provided to Rayonier from time to time. 
 (b) Rayonier shall, and shall cause its Subsidiaries to, allow SpinCo and its
Subsidiaries and their respective Representatives reasonable access to the facilities of Rayonier and its Subsidiaries that is necessary for SpinCo and its Subsidiaries to fulfill their obligations under this Agreement. In addition to the foregoing
right of access, Rayonier shall, and shall cause its Subsidiaries to, afford SpinCo, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities,
Information, systems, infrastructure and personnel of Rayonier and its Subsidiaries as reasonably necessary for SpinCo to verify the adequacy of internal controls over information technology, reporting of financial data and related processes
employed in connection with the Services being provided by Rayonier or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not
unreasonably interfere with any of the business or operations of Rayonier or any of its Subsidiaries and (ii) in the event that Rayonier determines that providing such access could be commercially detrimental, violate any applicable Law or
agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence. SpinCo agrees that all of its and its Subsidiaries’
employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Rayonier or its Subsidiaries, or when given access to any facilities, Information, systems,
infrastructure or personnel of Rayonier or its Subsidiaries, conform to the policies and procedures of Rayonier and its Subsidiaries, as applicable, concerning health, safety, conduct and security which are made known or provided to SpinCo from time
to time. 
 ARTICLE IV 
 BILLING;
TAXES 
 Section 4.01. Procedure. Charges for the Services shall be charged to and payable by the Recipient. Amounts payable
pursuant to this Agreement shall be paid by wire transfer (or such other method of payment as may be agreed between the Parties from time to time) to the Provider (as directed by the Provider), on a monthly basis in the case of recurring fees, which
amounts shall be due within fifteen (15) days of the Recipient’s receipt of each such invoice, including reasonable documentation pursuant to Section 2.03. All amounts due and payable hereunder shall be invoiced and paid in
U.S. dollars. 

  
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 Section 4.02. Late Payments. Charges not paid when due pursuant to this Agreement
(and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within fifteen (15) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate
plus two percent (2%) or the maximum rate under applicable Law, whichever is lower (the “Interest Payment”). 

Section 4.03. Taxes. Without limiting any provisions of this Agreement, the Recipient shall bear any and all Taxes and other
similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but
excluding Taxes based on the Provider’s net income and any excise taxes imposed under Section 4981 of the Code. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, the Recipient shall be
entitled to withhold from any payments to the Provider any such Taxes that the Recipient is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority. 

Section 4.04. No Set-Off. Except as mutually agreed to in writing by Rayonier and SpinCo, no Party or any of its Affiliates shall
have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party or any of its Subsidiaries arising out of this Agreement.

 ARTICLE V 
 TERM AND
TERMINATION 
 Section 5.01. Term. This Agreement shall commence at the Effective Time and shall terminate upon the earlier to
occur of (a) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its
entirety; and (c) the date that is the eighteenth (18th) month anniversary of the Distribution Date. Unless otherwise terminated pursuant to Section 5.02, this Agreement shall terminate with respect to each Service as of the
close of business on the last day of the Service Period for such Service. To the extent that the Provider’s ability to provide a Service is dependent on the continuation of a specified Service, the Provider’s obligation to provide such
dependent Service shall terminate automatically with the termination of such supporting Service. 
 Section 5.02. Early
Termination. 
 (a) Without prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may from time to time
terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof: 
 (i) subsequent to the end of
the Minimum Service Period, for any reason or no reason, upon the giving of at least ten (10) days’ prior written notice to the Provider of such Service (it being agreed that such notice may not be delivered prior to the end of the Minimum
Service Period); provided, however, that any such termination (x) may only be effective as of the last day of a month and (y) shall be subject to the obligation to pay any applicable Termination Charges pursuant to
Section 5.04; or 

  
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 (ii) if the Provider of such Service has failed to perform any of its material obligations under
this Agreement with respect to such Service, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient; provided,
however, that any such termination may only be effective as of the last day of a month; and provided, further, that the Recipient shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of
the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16) as to whether the Provider has cured the applicable breach. 

(b) The Provider may terminate this Agreement with respect to any individual Service, but not a portion thereof, at any time upon prior written
notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be
uncured for a period of at least thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider; provided, however, that any such termination may only be effective as of the last day of a
month; and provided, further, that the Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties
(undertaken in accordance with the terms of Section 9.16) as to whether the Recipient has cured the applicable breach. Schedule 1 hereto shall be updated to reflect any terminated Service. 

Section 5.03. Interdependencies. The Parties acknowledge and agree that (a) there may be interdependencies among the Services
being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is
seeking to terminate pursuant to Section 5.02 and (ii) in the case of such termination, the Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such
termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist (and, in the case of such termination that the Provider’s ability to provide a particular Service in accordance with
this Agreement would be materially and adversely affected by such termination), the Parties shall negotiate in good faith to amend Schedule 1 hereto with respect to such termination of such impacted Service, which amendment shall be
consistent with the terms of comparable Services. 
 Section 5.04. Effect of Termination. Upon the termination of any Service
pursuant to this Agreement, the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and the Recipient of such Service shall have no obligation to pay any future Charges relating to such Service;
provided, however, that the Recipient shall remain obligated to the Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service, and (b) any
applicable Termination Charges (which, in the case of each of clauses (a) and (b), shall be payable only in the event that the Recipient terminates any Service pursuant to Section 5.02(a)(i)). In connection with the termination of
any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I, this Article V, Article VII and
Article IX, all confidentiality obligations under this Agreement and Liability for all due and unpaid Charges, and Termination Charges shall continue to survive indefinitely. 

  
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 Section 5.05. Information Transmission. The Provider, on behalf of itself and its
respective Subsidiaries, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the Recipient, in accordance with Section 6.1 of the Separation and Distribution Agreement, any
Information received or computed by the Provider for the benefit of the Recipient concerning the relevant Service during the Service Period; provided, however, that, except as otherwise agreed to in writing by the Parties (a) the
Provider shall not have any obligation to provide, or cause to be provided, Information in any non-standard format, (b) the Provider and its Subsidiaries shall be reimbursed for their reasonable costs in accordance with Section 6.3 of the
Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c) the Provider shall use commercially reasonable efforts to maintain any such Information in accordance with
Section 6.4 of the Separation and Distribution Agreement. 
 ARTICLE VI 

CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS 

Section 6.01. Rayonier and SpinCo Obligations. Subject to Section 6.04, until the five (5)-year anniversary of the
date of the termination of this Agreement in its entirety, each of Rayonier and SpinCo, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the
same degree of care that applies to Rayonier’s Confidential Information pursuant to policies in effect as of the Effective Time, all Confidential Information concerning the other Party or its Subsidiaries or their respective businesses that is
either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by such other Party or such other Party’s Subsidiaries or their respective Representatives at any time pursuant to this
Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder, except, in each case, to the extent that such Confidential Information has been (a) in the public domain
or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement; (b) later lawfully acquired from other sources by
such Party or any of its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information; or
(c) independently developed or generated without reference to or use of the Confidential Information of the other Party or any of its Subsidiaries. If any Confidential Information of a Party or any of its Subsidiaries is disclosed to the other
Party or any of its Subsidiaries in connection with providing the Services, then such disclosed Confidential Information shall be used only as required to perform such Services. 

Section 6.02. No Release; Return or Destruction. Each Party agrees (a) not to release or disclose, or permit to be released
or disclosed, any Confidential Information of the other Party addressed in Section 6.01 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (whom shall be advised of
their obligations hereunder with respect to such Confidential Information) and except in compliance with Section 6.04, and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with
Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or
any 

  
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other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies
thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon). 

Section 6.03. Privacy and Data Protection Laws. Each Party shall comply with all applicable state, federal and foreign privacy and
data protection Laws that are or that may in the future be applicable to the provision of the Services under this Agreement. 

Section 6.04. Protective Arrangements. In the event that a Party or any of its Subsidiaries either determines on the advice of its
counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any of its
Subsidiaries) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information
and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party
receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter
disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so
disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted. 

ARTICLE VII 
 LIMITED LIABILITY AND
INDEMNIFICATION 
 Section 7.01. Limitations on Liability. 

(a) SUBJECT TO SECTION 7.02, THE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY,
UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED (X) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR ONE YEAR OR LESS, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT
PURSUANT TO THIS AGREEMENT OR (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR MORE THAN ONE YEAR, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS


  
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AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES. 

(b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY
HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. 

(c) The limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of
or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI, (ii) either Party’s obligations under Section 7.03 or 7.04, or (iii) the gross negligence,
willful misconduct, or fraud of or by the Party to be charged. 
 Section 7.02. Obligation to Re-Perform; Liabilities. In the
event of any breach of this Agreement by the Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall
(a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the
limitations set forth in Section 7.01, reimburse the Recipient and its Subsidiaries and Representatives for Liabilities attributable to such breach by the Provider. The remedy set forth in this Section 7.02 shall be the sole
and exclusive remedy of the Recipient for any such breach of this Agreement; provided, however, that the foregoing shall not prohibit the Recipient from exercising its right to terminate this Agreement in accordance with the provisions
of Section 5.02(a)(ii). Any request for re-performance in accordance with this Section 7.02 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request
must be made no more than one month from the later of (x) the date on which such breach occurred and (y) the date on which such breach was reasonably discovered by the Recipient. 

Section 7.03. Third-Party Claims. In addition to (but not in duplication of) its other indemnification obligations (if any) under
the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Recipient shall indemnify, defend and hold harmless the Provider, its Subsidiaries and each of their respective Representatives, and each of the
successors and assigns of any of the foregoing (collectively, the “Provider Indemnitees”), from and against any and all claims of Third Parties relating to, arising out of or resulting from the Provider’s furnishing or failing
to furnish the Services provided for in this Agreement, other than (a) Third Party Claims arising out of the gross negligence, willful misconduct or fraud of any Provider Indemnitee and (b) as set forth in Section 2.02(b). 

Section 7.04. Provider Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under
the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, the Provider shall indemnify, defend and hold 

  
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harmless the Recipient, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient
Indemnitees”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability
relates to, arises out of or results from the Provider’s gross negligence, willful misconduct or fraud. 
 Section 7.05.
Indemnification Procedures. The procedures for indemnification set forth in Sections 4.5, 4.6 and 4.7 of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement. 

ARTICLE VIII 
 TRANSITION COMMITTEE

 Section 8.01. Establishment. Pursuant to the Separation and Distribution Agreement, a Transition Committee is to be
established by Rayonier and SpinCo to, among other things, monitor and manage matters arising out of or resulting from this Agreement. Without limiting the generality of the foregoing, each Party shall cause each member of the Transition Committee
who is an employee, agent or other Representative of such Party to work in good faith to resolve any Dispute arising out of or relating in any way to this Agreement. 

ARTICLE IX 
 MISCELLANEOUS 

Section 9.01. Mutual Cooperation. Each Party shall, and shall cause its Subsidiaries to, cooperate with the other Party and its
Subsidiaries in connection with the performance of the Services hereunder; provided, however, that such cooperation shall not unreasonably disrupt the normal operations of such Party or its Subsidiaries; and, provided,
further, that this Section 9.01 shall not require such Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in this Agreement or otherwise agreed to in writing by the Parties. 

Section 9.02. Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the
execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby. 

Section 9.03. Audit Assistance. Each of the Parties and their respective Subsidiaries are or may be subject to regulation and
audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a
Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices
and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance
reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or 

  
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Information is within the reasonable control of the cooperating Party and is related to the Services. 

Section 9.04. Title to Intellectual Property. Except as expressly provided for under the terms of this Agreement, the Separation
and Distribution Agreement or the Intellectual Property Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any intellectual property which is owned or licensed
by the Provider, by reason of the provision of the Services hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by the
Provider, and the Recipient shall reproduce any such notices on any and all copies thereof. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by the
Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any Third Party, of which the Recipient becomes aware. 

Section 9.05. Independent Contractors. The Parties each acknowledge and agree that they are separate entities, each of which has
entered into this Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other
relationship between the Parties. Employees performing services hereunder do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees. 

Section 9.06. Counterparts; Entire Agreement; Corporate Power. 

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. 
 (b) This Agreement, the
Separation and Distribution Agreement and the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or
therein. 
 (c) Rayonier represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and SpinCo represents on
behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows: 

  
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 (i) each such Person has the requisite corporate or other power and authority and
has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and 

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable
in accordance with the terms hereof. 
 (d) Each Party acknowledges and agrees that delivery of an executed counterpart of a signature
page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly
adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual
signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request
of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier. 

Section 9.07. Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or to the transactions
contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in
accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. 

Section 9.08. Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing,
no such consent shall be required for the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and the other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights
and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person
assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either
Party or any of its Subsidiaries from being party to or undertaking a change of control. 
 Section 9.09. Third-Party
Beneficiaries. Except as provided in Article VII with respect to the Provider Indemnitees in their capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon
any other Person except 

  
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the Parties any rights or remedies hereunder; and (b) there are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any
remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. 

Section 9.10. Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, to the respective Parties at the following addresses (or at such other address for a Party as shall be
specified in a notice given in accordance with this Section 9.10): 
 If to Rayonier, to: 

Rayonier Inc. 
 225 Water
Street, Suite 1400 
 Jacksonville, FL 32202 

Attention: General Counsel 
 and

 Rayonier Inc. 
 225 Water
Street, Suite 1400 
 Jacksonville, FL 32202 

Attention: Chief Financial Officer 

If to SpinCo, to: 
 Rayonier
Advanced Materials Inc. 
 1301 Riverplace Boulevard, Suite 2300 

Jacksonville, FL 32207 

Attention: General Counsel 
 and

 Rayonier Advanced Materials Inc. 

1301 Riverplace Boulevard, Suite 2300 

Jacksonville, FL 32207 

Attention: Chief Financial Officer 

Any Party may, by notice to the other Party, change the address to which such notices are to be given. 

Section 9.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is
determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held
invalid 

  
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or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an
effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties. 
 Section 9.12. Force
Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder (other than the obligation to pay money) so long as and to the extent to which any delay or failure in the fulfillment of
such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance (other than the obligation to pay money) shall be extended for a
period equal to the time lost by reason of the delay unless this Agreement has previously been terminated under Article V or under this Section 9.12. A Party claiming the benefit of this provision shall, as soon as reasonably
practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of such Force Majeure; and (b) use commercially reasonable efforts to remove any such causes and resume
performance under this Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes providing analogous services to, or otherwise resumes analogous performance under any other agreement for,
itself, its Affiliates or any Third Party) unless this Agreement has previously been terminated under Article V or this Section 9.12. The Recipient shall be (i) relieved of the obligation to pay Charges for the affected
Service(s) throughout the duration of such Force Majeure and (ii) entitled to permanently terminate such Service(s) if the delay or failure in providing such Services because of a Force Majeure shall continue to exist for more than thirty
(30) consecutive days (it being understood that the Recipient shall not be required to provide any advance notice of such termination to the Provider). 

Section 9.13. Headings. The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement. 
 Section 9.14. Survival of Covenants. Except
as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall
remain in full force and effect thereafter. 
 Section 9.15. Waivers of Default. Waiver by any Party of any default by the other
Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege. 

Section 9.16. Dispute Resolution. 

(a) In the event of any controversy, dispute or claim (a “Dispute”) (i) arising out of or relating to any Party’s
rights or obligations under this Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise 

  
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arising out of or relating in any way to this Agreement (including the interpretation or validity of this Agreement) and (ii) that is not resolved by the Transition Committee after a
reasonable period of time, such Dispute shall be resolved in accordance with the dispute resolution process referred to in Article VII of the Separation and Distribution Agreement. 

(b) In any Dispute regarding the amount of a Charge or a Termination Charge, if such Dispute is finally resolved by the Transition Committee or
pursuant to the dispute resolution process set forth or referred to in Section 9.16(a) and it is determined that the Charge or the Termination Charge, as applicable, that the Provider has invoiced the Recipient, and that the Recipient
has paid to the Provider, is greater or less than the amount that the Charge or the Termination Charge, as applicable, should have been, then (i) if it is determined that the Recipient has overpaid the Charge or the Termination Charge, as
applicable, the Provider shall within five (5) business days after such determination reimburse the Recipient an amount of cash equal to such overpayment, plus the Interest Payment, accruing from the date of payment by the Recipient to the time
of reimbursement by the Provider; and (ii) if it is determined that the Recipient has underpaid the Charge or the Termination Charge, as applicable, the Recipient shall within five (5) business days after such determination reimburse the
Provider an amount of cash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by the Recipient to the time of payment by the Recipient. 

Section 9.17. Specific Performance. Subject to Section 9.16, in the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent
basis) in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any
breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or
posting of any bond with such remedy are hereby waived by each of the Parties. Unless otherwise agreed in writing, the Parties shall continue to provide Services and honor all other commitments under this Agreement during the course of dispute
resolution pursuant to the provisions of Section 9.16 and this Section 9.17 with respect to all matters not subject to such Dispute; provided, however, that this obligation shall only exist during the term of
this Agreement. 
 Section 9.18. Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived,
amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or
modification. 
 Section 9.19. Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the
plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular 

  
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provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement unless otherwise
specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to
calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Jacksonville,
Florida; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or
supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and
“hereupon” and words of similar import shall all be references to June 27, 2014. 
 Section 9.20. Mutual
Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

 [Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives. 
  

			
	RAYONIER INC.
		
	By:	 	 /s/ H. Edwin Kiker

		 	 Name:  H. Edwin Kiker

		 	 Title:    Senior Vice President and
Chief Financial Officer

	
	RAYONIER ADVANCED MATERIALS INC.
		
	By:	 	 /s/ Paul G. Boynton

		 	 Name:  Paul G. Boynton

		 	 Title:    President and Chief Executive
Officer



 [Signature Page to Transition Services Agreement] 







 Schedule 1 

Transition Services1 

 

					
	 1 - I T

	 Services
	  	 Provider
(RYN or RYAM)
	  	 Description of Services

	 a) Operations
	  	RYN	  	Provide assistance and training related to operational processes and equipment. This includes computing, storage, memory, networking, security and compliance.
			
	 b) Applications / Solutions
	  	RYN	  	Provide assistance and training related to installed applications and databases. This includes custom, purchased and hosted systems.
			
	 c) Operations
	  	RYAM	  	Provide assistance and training related to operational processes and equipment. This includes computing, storage, memory, networking, security and compliance.
			
	 d) Applications / Solutions
	  	RYAM	  	Provide assistance and training related to installed applications and databases. This includes custom, purchased and hosted systems.
			
	 e) Email Forwarding
	  	RYN	  	Email forwarding - Forward employee emails from Rayonier.com to RayonierAM.com
			
	 f) Fax Services
	  	RYN	  	Provide fax services through Fax2Mail for RYAM employees
			
	 g) Email retention for legal hold
	  	RYN	  	Maintain RYAM employee’s email accounts and archives including google docs
	
	 2 - FINANCE

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	 a) Investor Relations
	  	RYN	  	Assistance in preparing for July earnings release, including onsite support during earnings call
			
	 b-1) Internal Audit
	  	RYAM	  	Complete open audits
			
	 b-2) Internal Audit
	  	RYN	  	Complete open audits and perform SOX testing.
			
	 c-1) Tax
	  	RYAM	  	Prepare 2013 Form 1120 for Rayonier TRS Holdings and its subsidiaries


 

	1 	Services to be provided in accordance with the terms and conditions of the Agreement to which this schedule is attached and for a period not to exceed eighteen months. 


  
 Schedule 1-1 









					
			
	 c-2) Tax
	  	RYAM	  	Prepare 2013 Form 1120-REIT for Rayonier Inc.
			
	 c-3) Tax
	  	RYAM	  	Prepare 2013 Form 1120-REIT for Rayonier Timber Company No 1
			
	 c-4) Tax
	  	RYAM	  	Prepare 2013 Form 1120-REIT for Washington Timber Company
			
	 c-5) Tax
	  	RYAM	  	Prepare 2013 Form 1120-REIT for Atlantic Timber Company
			
	 c-6) Tax
	  	RYAM	  	Prepare 2014 Form 1120-REIT for Washington Timber Company
			
	 c-7) Tax
	  	RYAM	  	Prepare 2014 Form 1120-REIT for Atlantic Timber Company
			
	 c-8) Tax
	  	RYAM	  	Prepare 2014 Form 1120 for Rayonier TRS Holdings and its subsidiaries
			
	 c-9) Tax
	  	RYN	  	Assist in adopting provisions of tangible property regulations
			
	 c-10) Tax
	  	RYN	  	Implement RYAM Global Sales & Distribution Company restructuring


  
 Schedule 1-2 









					
			
	 c-11) Tax
	  	RYAM	  	Prepare Rayonier tax provision through second quarter 2014
			
	 c-12) Tax
	  	RYAM	  	Prepare Rayonier tax provision after second quarter 2014
			
	 c-13) Tax
	  	RYAM	  	Respond to IRS exam questions for 2012 through 2014
			
	 c-14) Tax
	  	RYAM	  	Perform general tax consulting services as needed
			
	 c-15) Tax
	  	RYN	  	Respond to IRS exam questions for 2012 through 2014
			
	 c-16) Tax
	  	RYN	  	Perform general tax consulting services as needed
			
	 d) Long Range Planning
	  	RYN	  	Training and support for the Long Range Planning model, including trouble-shooting and responding to modeling questions
	
	 3 – ACCOUNTING

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	 a) General Ledger
	  	RYAM	  	Perform all functions surrounding Performance Fibers’ accounting close for June 2014, including: recording journal entries, reconciliation of general ledger accounts, responding to audit requests, and preparing accounting
packages.
			
	 b) General Ledger
	  	RYN	  	Provide RYAM with certain financial information (and respond to any related audit requests) required to be disclosed in RYAM’s second quarter carve-out financials, including: final value of shared assets/liabilities transferred
to RYAM, allocation of corporate overhead, allocation of deal costs, transition costs, and allocation of other corporate charges directly related to


  
 Schedule 1-3 









					
			
		  		  	Performance Fibers.
			
	c) Financial Reporting	  	RYAM	  	Provide RYN with all information (and respond to any audit related requests) required to complete external reporting requirements, including but not limited to: SEC filings, debt covenants, and other governmental reporting
			
	d) Financial Reporting	  	RYN	  	Provide RYAM with all information (and respond to any audit related requests) required to complete external reporting requirements, including but not limited to: SEC filings, debt covenants, and other governmental
reporting.
	
	 4 - HR

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	a) Employee Services	  	RYN	  	Training and availability to answer questions regarding human resources and benefit processes and administration
			
	b) Payroll	  	RYAM	  	Training and availability to answer questions regarding payroll processes, reconciliations and filings
			
	c) Compensation	  	RYN	  	Training and availability to answer questions related to compensation processes and preparation of board of directors materials
			
	d) Benefits – Retirement Plans	  	RYN	  	Training - Retirement Plans
			
	e) Benefits Health and Fitness	  	RYAM	  	Training - Health and Wellness Plans
			
	f) Human Resources Information Systems	  	RYN	  	Training - Human Resources Information Systems Setup / Integrations
	
	 5 – Risk Management

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	a) Insurance and Claims Management	  	RYAM	  	Training/Assistance with Insurance Renewal Process and assistance with claims issues


  
 Schedule 1-4 









					
	 6 – Legal/Corporate
Secretary

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	a) Corp Sec / Public Company Governance	  	RYN	  	Training, education and assistance for establishment of RYAM Corporate Secretarial function
			
	b) Corp Sec / Public Company Governance	  	RYAM	  	Training, consultation and assistance with RYN Corporate Secretarial function, including web portal
	
	 7 – Facilities

	 Services
	  	 Provider

(RYN or RYAM)
	  	 Description of Services

	a) Real Property management systems	  	RYN	  	Assistance to RYAM in developing a management system for RYAM’s real estate
	
	 8 – Public Affairs

	 Services
	  	 Service

Provider (RYN
 or
RYAM)
	  	 Description of Services

	a) Foundation Merger Assistance	  	RYN	  	Assistance with completing merger of Rayonier Foundation into new Florida-based foundation


  
 Schedule 1-5