Contribution , Conveyance and Assumption Agreement



 EXHIBIT 10.1 
  
 Execution Copy 

  
 CONTRIBUTION, CONVEYANCE AND 
 ASSUMPTION AGREEMENT 
  








 TABLE OF CONTENTS 
  

	 	  	 ARTICLE I
 DEFINITIONS
	  	 
	 Section 1.1
	  	Definitions	  	4
			
	 	  	 ARTICLE II
 TRANSACTIONS
	  	 
			
	 Section 2.1
	  	Contribution by Rayonier to Procurement LLC of Certain Assets	  	7
	 Section 2.2
	  	Contribution by Rayonier to Wood LLC of Certain Assets	  	7
	 Section 2.3
	  	Contribution by Rayonier to Forest Operations LLC of Certain Assets	  	7
	 Section 2.4
	  	Contribution by Rayonier to Properties LLC of Certain Assets	  	8
	 Section 2.5
	  	Contribution by Rayonier to Fibers LLC of Certain Assets	  	8
	 Section 2.6
	  	Contribution by Rayonier to Wood Products LLC of Certain Assets	  	8
	 Section 2.7
	  	Reserved	  	9
	 Section 2.8
	  	Reserved	  	9
	 Section 2.9
	  	Reserved	  	9
	 Section 2.10
	  	Distribution by RTOC to Forest Properties LLC of the Southeast Assets	  	9
	 Section 2.11
	  	Distribution by RTOC to Rayonier of Interest in Rayland	  	10
	 Section 2.12
	  	Reserved	  	10
	 Section 2.13
	  	Distribution by Rayland to Rayonier of Certain Cutting Rights	  	10
	 Section 2.14
	  	Contribution by Rayonier to TRS of Contributed Assets	  	11
	 Section 2.15
	  	Conversion of Limited Partner Interests and General Partner Interests in RTOC	  	11
	 Section 2.16
	  	Reserved	  	11
	 Section 2.17
	  	Liquidation of RTM LLC	  	11
	 Section 2.18
	  	Renaming of RFR LLC	  	11
	 Section 2.19
	  	Reserved	  	11
	 Section 2.20
	  	Dissolution of the MLP	  	12
	 Section 2.21
	  	Renaming of RTOC	  	12
	 Section 2.22
	  	Specific Conveyances	  	12
			
	 	  	 ARTICLE III
 ASSUMPTION OF CERTAIN DEBT, LIABILITIES AND OBLIGATIONS
	  	 
			
	 Section 3.1
	  	Assumption by TRS of the Rayonier Indebtedness and Obligations	  	12
	 Section 3.2
	  	Assumption by TRS of the RTOC Indebtedness	  	13
	 Section 3.3
	  	Subordination	  	13
	 Section 3.4
	  	Assumption by Procurement LLC of Certain Liabilities	  	13
	 Section 3.5
	  	Assumption by Wood LLC of Certain Liabilities	  	13
	 Section 3.6
	  	Assumption by Forest Operations LLC of Certain Liabilities	  	14
	 Section 3.7
	  	Assumption by Properties LLC of Certain Liabilities	  	14
	 Section 3.8
	  	Assumption by Fibers LLC of Certain Liabilities	  	14
	 Section 3.9
	  	Assumption by Wood Products LLC of Certain Liabilities	  	14

  

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	 Section 3.10
	  	Assumption by Forest Properties LLC of Certain Liabilities	  	14
	 Section 3.11
	  	Assumption by Rayonier of Liabilities Related to the Rayland Interest	  	15
	 Section 3.12
	  	Assumption by Rayonier of Liabilities Related to the Cutting Rights	  	15
			
	 	  	 ARTICLE IV
 TITLE MATTERS
	  	 
			
	 Section 4.1
	  	Encumbrances	  	15
	 Section 4.2
	  	Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws	  	17
			
	 	  	 ARTICLE V
 FURTHER ASSURANCES
	  	 
			
	 Section 5.1
	  	Further Assurances	  	17
			
	 	  	 ARTICLE VI
 MISCELLANEOUS
	  	 
			
	 Section 6.1
	  	Order of Completion of Transactions	  	17
	 Section 6.2
	  	Consents; Restriction on Assignment	  	18
	 Section 6.3
	  	Costs	  	18
	 Section 6.4
	  	Headings; References; Interpretation	  	18
	 Section 6.5
	  	Successors and Assigns	  	19
	 Section 6.6
	  	No Third Party Rights	  	19
	 Section 6.7
	  	Counterparts	  	19
	 Section 6.8
	  	Governing Law	  	19
	 Section 6.9
	  	Severability	  	19
	 Section 6.10
	  	Deed; Bill of Sale; Assignment	  	19
	 Section 6.11
	  	Amendment or Modification	  	19
	 Section 6.12
	  	Integration	  	20

  
 SCHEDULES, EXHIBITS
AND ANNEX 
  

	 SCHEDULE 2.1
	  	Procurement LLC Assets
	 SCHEDULE 2.2
	  	Wood LLC Assets
	 SCHEDULE 2.3
	  	Forest Operations LLC Assets
	 SCHEDULE 2.4
	  	Properties LLC Assets
	 SCHEDULE 2.5
	  	Fibers LLC Assets
	 SCHEDULE 2.6
	  	Wood Products LLC Assets
	 SCHEDULE 2.10
	  	Southeast Assets
	 SCHEDULE 2.13
	  	Cutting Rights
	 SCHEDULE 2.14(a)
	  	Contributed Subsidiaries
	 SCHEDULE 2.14(b)
	  	Contributed Assets
	 SCHEDULE 3.1(a)
	  	Rayonier Indebtedness
	 SCHEDULE 3.1(b)
	  	Rayonier Obligations
	 SCHEDULE 3.2
	  	RTOC Indebtedness

  

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	 Exhibit A
	  	Form of Guarantee to SunTrust Bank For Nassau County Bonds
	 Exhibit B
	  	Form of Guarantee to Bank of America for Nassau County Bonds
	 Exhibit C
	  	Form of Guarantee to Nassau County Bondholders
	 Exhibit D
	  	Form of Guarantee to SunTrust Bank For Wayne County Bonds
	 Exhibit E
	  	Form of Guarantee to Wayne County Bondholders
		
	 Annex A
	  	Subordination Provisions

  
  

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 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT 
  
 THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this
“Agreement”) is entered into as of the 18th day of December, 2003, by and among Rayonier Inc., a North Carolina corporation (“Rayonier”), Rayonier Timberlands Operating Company, L.P., a Delaware limited partnership
(“RTOC”), Rayonier Timberlands, L.P., a Delaware limited partnership (“MLP”), Rayonier Timberlands Management, LLC, a Delaware limited liability company (“RTM LLC”), Rayonier Forest Resources, LLC,
a Delaware limited liability company (“RFR LLC”), Rayland, LLC, a Delaware limited liability company (“Rayland”), Rayonier TRS Holdings Inc., a Delaware corporation (“TRS”), Rayonier Minerals, LLC,
a Delaware limited liability company (“Minerals LLC”), Rayonier Forest Properties, LLC, a Delaware limited liability company (“Forest Properties LLC”), Rayonier Wood Products, LLC, a Delaware limited liability
company (“Wood Products LLC”), Rayonier Wood Procurement, LLC, a Delaware limited liability company (“Procurement LLC”), Rayonier International Wood Products, LLC, a Delaware limited liability company (“Wood
LLC”), Rayonier Forest Operations, LLC, a Delaware limited liability company (“Forest Operations LLC”), Rayonier Properties, LLC, a Delaware limited liability company (“Properties LLC”), and Rayonier
Performance Fibers, LLC, a Delaware limited liability company (“Fibers LLC,” and collectively with Procurement LLC, Wood LLC, Forest Operations LLC and Properties LLC, the “Operating LLCs”). 
  
 RECITALS 
  
 WHEREAS, the Board of Directors of Rayonier has authorized Rayonier to restructure its operations in order to qualify as a
real estate investment trust (“REIT”) effective January 1, 2004; and 
  
 WHEREAS, among other things, the restructuring will require a number of contributions and conveyances of assets and interests by certain parties to this Agreement as well as the assumption of debt by certain parties;
and 
  
 WHEREAS, in furtherance of accomplishing the objectives
and purposes set forth in the preceding recitals, the following actions have been taken prior to the date hereof: 
  

	 	1.	Rayonier has formed TRS to which Rayonier contributed $1,000 in exchange for all the common shares of TRS. 

  

	 	2.	Rayonier has formed Procurement LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Procurement LLC. 

  

	 	3.	Rayonier has formed Wood LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Wood LLC. 

  

	 	4.	Rayonier has formed Forest Operations LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Forest Operations LLC. 

  

	 	5.	Rayonier has formed Properties LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Properties LLC. 

  










	 	6.	Rayonier has formed Fibers LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Fibers LLC. 

  

	 	7.	Rayonier has formed Minerals LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Minerals LLC. 

  

	 	8.	Rayonier has formed Forest Properties LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Forest Properties LLC. 

  

	 	9.	On December 15, 2003, pursuant to Section 266 of the Delaware General Corporation Law, Rayonier Timberlands Management, Inc. converted from a Delaware corporation to a Delaware
limited liability company named Rayonier Timberlands Management, LLC. 

  

	 	10.	On December 15, 2003, pursuant to Section 266 of the Delaware General Corporation Law, Rayonier Forest Resources Company converted from a Delaware corporation to a Delaware limited
liability company named Rayonier Forest Resources, LLC. 

  
 WHEREAS, in connection with the consummation of the transactions contemplated hereby: 
  

	 	11.	On December 19, 2003, Rayonier will distribute a “special dividend” to shareholders of record as of November 14, 2003, consisting of 6,351,975 Rayonier common shares and
approximately $61,155,176 in cash. 

  

	 	12.	Effective November 29, 2003, Rayonier conveys to each Operating LLC and to Wood Products LLC the respective facilities and assets (and any related permits) set forth on Schedules
2.1 -2.6 hereto needed for the proper operation of such LLC, and each LLC assumes any related liabilities and hereby agrees to provide upstream guarantees at the request of Rayonier: (i) as appropriate, to the holders of, or to the letter of
credit issuer banks relating to, the Nassau County Bonds (as defined herein) and Wayne County Bonds (as defined herein), and (ii) to the bank lenders under the Credit Agreement (as defined herein). The forms of guarantee referred to in (i) are
attached hereto as Exhibits A - E. 

  

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 WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the
following shall occur in the order set forth below: 
  

	 	13.	At the direction of Rayonier, and for the benefit of (a) RTM LLC, the general partner of RTOC, (b) the MLP, a limited partner of RTOC, (c) Rayonier, a limited partner of RTOC, and
(d) RFR LLC, a limited partner of RTOC, RTOC will convey certain of its Southeast timberlands as listed on Schedule 2.10 (the “Southeast Assets”) to Forest Properties LLC as a distribution from RTOC and as a capital
contribution for the benefit of Rayonier. 

  

	 	14.	RTOC will convey its 99% interest in Rayland to Rayonier as a distribution from RTOC for the benefit of (a) RTM LLC, the general partner of RTOC, (b) the MLP, a limited partner of
RTOC, (c) Rayonier, a limited partner of RTOC, and (d) RFR LLC, a limited partner of RTOC. 

  

	 	15.	Rayland will distribute to Rayonier certain cutting rights listed in Schedule 2.13 (the “Cutting Rights”). 

  

	 	16.	 Rayonier will convey to TRS as a capital contribution its interests in (a) each of the Operating LLCs, (b) Rayland and Forest Properties LLC and (c) each of the
subsidiary entities listed in Schedule 2.14(a). TRS will assume (i) $50,000,000 of the $147,500,000 Series B Senior Notes of RTOC due December 31, 2009 (the “Series B Smurfit Notes”), (ii) $112,500,000 of the Series C Senior
Notes of RTOC due December 31, 2011 (the “Series C Smurfit Notes”), (iii) $112,500,000 of the Series D Senior Notes of RTOC due December 31, 2014 (the “Series D Smurfit Notes”), (iv) $50,000,000 principal amount of
6.15% Series C Medium Term Notes of Rayonier due February 2, 2004 (the “MTNs”), (v) $23,300,000 principal amount of Nassau County Tax Exempt Pollution Control Private Activity Revenue Bonds, Series 1999, floating interest rate, of
Rayonier due October 1, 2008, (vi) $23,110,000 principal amount of Nassau County Tax Exempt Pollution Control Private Activity Revenue Bonds, Series 2002, floating interest rate, of Rayonier due June 1, 2012, (vii) $10,680,000 ($7.86 million
outstanding) principal amount of Nassau County Tax Exempt Pollution Control Refunding Revenue Bonds, Series 1993, serial bonds with an average rate of approximately 6.20%, of Rayonier due July 1, 2015 (together with (v) and (vi), the “Nassau
County Bonds”), (viii) $15,000,000 principal amount of Wayne County Tax Exempt Solid Waste Disposal Revenue Bonds, Series 2000, floating interest rate, of Rayonier due May 1, 2020, (ix) $4,955,000 principal amount of Wayne County 6.15% Tax
Exempt Pollution Control Revenue Refunding Bonds, Series 1993, of Rayonier due November 1, 2007 (together with (viii), the “Wayne County Bonds”), (x) approximately $282,000,000 of Rayonier net debt owed to the subsidiaries listed on
Schedule 2.14(a) (or their subsidiaries) and (xi) certain lease agreements, interest rate and commodity swap agreements, foreign exchange forward contracts and other obligations of Rayonier as set forth on Schedules 3.1(a),
3.1(b) and 3.2 hereto. In exchange for the capital contributions that Rayonier will convey to TRS as listed in (a)-(c) above, TRS (Y) further agrees to provide upstream guarantees at the request of Rayonier to the holders of, or to the
letter of credit issuer banks related to, the Nassau County Bonds and the Wayne County Bonds, as appropriate, and (Z) has provided an upstream guarantee to the bank lenders under the Three Year Revolving Credit Agreement 



  

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among Rayonier, TRS and RTOC as borrowers, the several lenders named therein and Credit Suisse First Boston as administrative agent, dated as of November 24,
2003 (the “Credit Agreement”). The forms of guarantee referred to in (Y) of the preceding sentence are attached hereto as Exhibits A - E. 


  
 WHEREAS, following the consummation of the transactions described in 13-16 above, each of the following shall occur
effective as of December 31, 2003: 
  

	 	17.	The limited partner interest in RTOC owned by RFR LLC will be converted to a general partner interest in RTOC pursuant to Section 13.3 of the RTOC amended and restated partnership
agreement, as amended (the “RTOC Partnership Agreement”), and the general partner interest in RTOC owned by RTM LLC will be converted to a limited partner interest in RTOC pursuant to Section 13.1 of the RTOC Partnership
Agreement. 

  

	 	18.	RTM LLC will be liquidated and all of its assets will be distributed to Rayonier pursuant to the terms of its limited liability company agreement. 


 

	 	19.	RFR LLC will be renamed Rayonier Timberlands Management, LLC (“New RTM LLC”). 

  

	 	20.	The MLP will be dissolved and its interests in RTOC will be distributed to Rayonier and New RTM LLC in proportion to their ownership interests in the MLP pursuant to the terms of
the amended and restated agreement of limited partnership of the MLP. 

  

	 	21.	RTOC will be renamed Rayonier Forest Resources, L.P. 

  
 NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this Agreement undertake and agree as follows:

  
 ARTICLE I 
 DEFINITIONS 
  
 Section 1.1 Definitions. The following capitalized terms have the meanings given below. 
  
 “Agreement” has the meaning assigned to such term in the
opening paragraph. 
  
 “Beneficial Owner” has the
meaning assigned to such term in Section 6.2. 
  
 “Contributed Assets” has the meaning assigned to such term in Section 2.14. 
  
 “Conveyed Assets” has the meaning assigned to such term in Section 4.1. 
  
 “Conveyancing Documents” has the meaning assigned to such term in Section 4.1(b). 
  
 “Credit Agreement” has the meaning assigned to such term in
the recitals. 
  

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 “Cutting Rights” has the meaning assigned to such term in the recitals. 
  
 “Effective Date” means December 18, 2003. 
  
 “Effective Time” means 12:01 a.m. Eastern Standard Time on
the Effective Date. 
  
 “Fibers LLC” has the
meaning assigned to such term in the opening paragraph. 
  
 “Fibers LLC Assets” has the meaning assigned to such term in Section 2.5. 
  
 “Forest Operations LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “Forest Operations LLC Assets” has the meaning assigned to
such term in Section 2.3. 
  
 “Forest Properties
LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “herein” has the meaning assigned to such term in Section 6.4. 
  
 “hereof” has the meaning assigned to such term in Section 6.4. 
  
 “hereunder” has the meaning assigned to such term in Section 6.4. 
  
 “including” has the meaning assigned to such term in Section
6.4. 
  
 “Law” or “Laws” means
any and all laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court.

  
 “Minerals LLC” has the meaning assigned to
such term in the opening paragraph. 
  
 “MLP” has
the meaning assigned to such term in the opening paragraph. 
  
 “MTNs” has the meaning assigned to such term in the recitals. 
  
 “Nassau County Bonds” has the meaning assigned to such term in the recitals. 
  
 “New RTM LLC” has the meaning assigned to such term in the recitals. 
  
 “Operating LLCs” has the meaning assigned to such term in the opening paragraph. 
  
 “Procurement LLC” has the meaning assigned to such term in
the opening paragraph. 
  
 “Procurement LLC
Assets” has the meaning assigned to such term in Section 2.1. 
  
 “Properties LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “Properties LLC Assets” has the meaning assigned to such term in Section 2.4. 
  

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 “Rayland” has the meaning assigned to such term in the opening paragraph. 
  
 “Rayland Interest” has the meaning assigned to such term in
Section 2.11. 
  
 “Rayonier” has the meaning
assigned to such term in the opening paragraph. 
  
 “Rayonier Indebtedness” has the meaning assigned to such term in Section 3.1(a). 
  
 “Rayonier Indebtedness and Obligations” has the meaning assigned to such term in Section 3.1(a). 
  
 “Rayonier Obligations” has the meaning assigned to such term
in Section 3.1(a). 
  
 “REIT” has the meaning
assigned to such term in the recitals. 
  
 “Restriction” has the meaning assigned to such term in Section 6.2. 
  
 “Restriction Asset” has the meaning assigned to such term in Section 6.2. 
  
 “RFR LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “RTM LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “RTOC” has the meaning assigned to such term in the opening
paragraph. 
  
 “RTOC Indebtedness” has the
meaning assigned to such term in Section 3.2. 
  
 “RTOC
Partnership Agreement” has the meaning assigned to such term in the recitals. 
  
 “Series B Smurfit Notes” has the meaning assigned to such term in the recitals. 
  
 “Series C Smurfit Notes” has the meaning assigned to such term in the recitals. 
  
 “Series D Smurfit Notes” has the meaning assigned to such
term in the recitals. 
  
 “Southeast Assets” has
the meaning assigned to such term in the recitals. 
  
 “Specific Conveyances” has the meaning assigned to such term in Section 2.22. 
  
 “TRS” has the meaning assigned to such term in the opening paragraph. 
  
 “Wayne County Bonds” has the meaning assigned to such term in the recitals. 
  
 “Wood LLC” has the meaning assigned to such term in the
opening paragraph. 
  
 “Wood LLC Assets” has the
meaning assigned to such term in Section 2.2. 
  
 “Wood
Products LLC” has the meaning assigned to such term in the opening paragraph. 
  
 “Wood Products LLC Assets” has the meaning assigned to such term in Section 2.6. 
  

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 ARTICLE II 
 TRANSACTIONS 
  
 Section
2.1 Contribution by Rayonier to Procurement LLC of Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Procurement LLC, its successors and assigns, for its and their use forever,
all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.1 (collectively, the “Procurement
LLC Assets”), and Procurement LLC hereby accepts the Procurement LLC Assets as a capital contribution and in exchange for the assumption by Procurement LLC of all liabilities related to the Procurement LLC Assets and an agreement by
Procurement LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under
the Credit Agreement. 
  
 TO HAVE AND TO HOLD the Procurement LLC
Assets unto Procurement LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance
covering the Procurement LLC Assets forever. 
  
 Section 2.2
Contribution by Rayonier to Wood LLC of Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Wood LLC, its successors and assigns, for its and their use forever, all right, title
and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.2 (collectively, the “Wood LLC Assets”),
and Wood LLC hereby accepts the Wood LLC Assets as a capital contribution and in exchange for the assumption by Wood LLC of all liabilities related to the Wood LLC Assets and an agreement by Wood LLC to provide upstream guarantees at the request of
Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement. 
  
 TO HAVE AND TO HOLD the Wood LLC Assets unto Wood LLC, its successors and
assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Wood LLC Assets forever. 

 
 Section 2.3 Contribution by Rayonier to Forest Operations LLC of
Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Forest Operations LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and
to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.3 (collectively, the “Forest Operations LLC Assets”), and Forest Operations
LLC hereby accepts the Forest Operations LLC Assets as a capital contribution and in exchange for the assumption by Forest Operations LLC of all liabilities related to the Forest Operations LLC Assets and an agreement by Forest Operations LLC to
provide upstream guarantees at the request of Rayonier (i) to the 

  

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holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders
under the Credit Agreement. 
  
 TO HAVE AND TO HOLD the Forest
Operations LLC Assets unto Forest Operations LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all
instruments of conveyance covering the Forest Operations LLC Assets forever. 
  
 Section 2.4 Contribution by Rayonier to Properties LLC of Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Properties LLC, its successors and
assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.4
(collectively, the “Properties LLC Assets”), and Properties LLC hereby accepts the Properties LLC Assets as a capital contribution and in exchange for the assumption by Properties LLC of all liabilities related to the Properties LLC
Assets and an agreement by Properties LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii)
to the bank lenders under the Credit Agreement. 
  
 TO HAVE AND TO
HOLD the Properties LLC Assets unto Properties LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all
instruments of conveyance covering the Properties LLC Assets forever. 
  
 Section 2.5 Contribution by Rayonier to Fibers LLC of Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Fibers LLC, its successors and assigns, for its and their use
forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.5 (collectively, the
“Fibers LLC Assets”), and Fibers LLC hereby accepts the Fibers LLC Assets as a capital contribution and in exchange for the assumption by Fibers LLC of all liabilities related to the Fibers LLC Assets and an agreement by Fibers LLC
to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit
Agreement. 
  
 TO HAVE AND TO HOLD the Fibers LLC Assets unto
Fibers LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the
Fibers LLC Assets forever. 
  
 Section 2.6 Contribution by
Rayonier to Wood Products LLC of Certain Assets. Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Wood Products LLC, its successors and assigns, for its and their use forever, all right, title
and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.6 (collectively, 

  

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the “Wood Products LLC Assets”), and Wood Products LLC hereby accepts the Wood Products LLC Assets as a capital contribution and in exchange
for the assumption by Wood Products LLC of all liabilities related to the Wood Products LLC Assets and an agreement by Wood Products LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit
issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement. 
  
 TO HAVE AND TO HOLD the Wood Products LLC Assets unto Wood Products LLC, its successors and assigns, together with all and singular the rights and
appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Wood Products LLC Assets forever. 
  
 Section 2.7 Reserved 
  
 Section 2.8 Reserved 
  
 Section 2.9 Reserved 
  
 Section 2.10 Distribution by RTOC to Forest Properties LLC of the
Southeast Assets. 
  
 (a) Pursuant to resolutions of the board
of directors of RTM LLC, acting in its capacity as the general partner of RTOC, and in accordance with the necessary Specific Conveyances, RTOC hereby distributes, transfers, assigns and conveys to the MLP, Rayonier and RFR LLC, for their benefit as
owners of the limited partner interests in RTOC and for their use forever, all right, title and interest of RTOC in and to the Southeast Assets as set forth on Schedule 2.10, and the MLP, Rayonier and RFR LLC hereby accept the Southeast
Assets from RTOC as a distribution in the proportion to their respective ownership interests in RTOC, being 88.93%, 10.18% and 0.89%, respectively. 
  
 TO HAVE AND TO HOLD the Southeast Assets unto the MLP, Rayonier and RFR LLC, and their successors and assigns, in proportion to their respective ownership
interests in RTOC, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions of this Agreement and in such instruments of conveyance covering the Southeast Assets forever.

  
 (b) Pursuant to resolutions of the board of directors of (i)
RFR LLC, acting on its own behalf and in its capacity as the general partner of the MLP, and in accordance with the necessary Specific Conveyances, at the request of Rayonier each of the MLP and RFR LLC hereby distributes, transfers, assigns and
conveys to Forest Properties LLC, for its use forever, all of the MLP’s and RFR LLC’s respective rights, title and interest in and to the Southeast Assets, being a 88.93% and 0.89% interest, respectively, and Forest Properties LLC hereby
accepts such interests in the Southeast Assets from the MLP and RFR LLC as a distribution and as a capital contribution for the benefit of Rayonier; and (ii) Rayonier, acting on its own behalf and in accordance with the necessary Specific
Conveyances, hereby distributes, transfers, assigns and conveys to Forest Properties LLC, for its use forever, all of Rayonier’s rights, title and interest in and to the Southeast Assets, being a 10.18% interest, and Forest Properties LLC
hereby accepts such interests in the Southeast Assets from Rayonier as a distribution and as a capital contribution by Rayonier. 
  

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 TO HAVE AND TO HOLD the Southeast Assets unto Forest Properties LLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions stated in this Agreement and in all instruments of conveyance covering the Southeast Assets forever. 
  
 Section 2.11 Distribution by RTOC to Rayonier of Interest in Rayland.

  
 (a) Pursuant to resolutions of the board of directors of RTM
LLC, acting in its capacity as the general partner of RTOC, and in accordance with the necessary Specific Conveyances, RTOC hereby distributes, transfers, assigns and conveys to the MLP, Rayonier and RFR LLC, for their benefit as owners of the
limited partner interests in RTOC and for their use forever, all right, title and interest of RTOC in and to its limited liability company interests in Rayland, representing a 99% limited liability company interest in Rayland (the “Rayland
Interest”), and the MLP, Rayonier and RFR LLC hereby accept the Rayland Interest from RTOC as a distribution in the proportion to their respective ownership interests in RTOC being 88.93%, 10.18% and 0.89%, respectively. 
  
 TO HAVE AND TO HOLD the Rayland Interest unto the MLP, Rayonier and RFR LLC,
and their successors and assigns, in proportion to their respective ownership interests in RTOC, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions of this Agreement and in
such instruments of conveyance covering the Rayland Interest forever. 
  
 (b) Pursuant to resolutions of the board of directors of RFR LLC, acting on its own behalf and in its capacity as the general partner of the MLP, and in accordance with the necessary Specific Conveyances, each of the MLP and RFR LLC hereby
distributes, transfers, assigns and conveys to Rayonier, for its use forever, all of the MLP’s and RFR LLC’s respective rights, title and interest in and to the Rayland Interest, being a 88.93% and 0.89% interest, respectively, and
Rayonier hereby accepts such interests in the Rayland Interest from the MLP and RFR LLC as a distribution. As a result of the above distribution, combined with Rayonier’s previously held interest, Rayonier shall hold 100% of the limited
liability company interests in Rayland. 
  
 TO HAVE AND TO HOLD
the Rayland Interest unto Rayonier, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions stated in this Agreement and in all instruments of
conveyance covering the Rayland Interest forever. 
  
 Section 2.12
Reserved. 
  
 Section 2.13 Distribution by Rayland to
Rayonier of Certain Cutting Rights. Rayland hereby distributes, contributes, transfers, assigns and conveys to Rayonier, its successors and assigns, for its and their use forever, all right, title and interest of Rayland in and to the Cutting
Rights set forth on Schedule 2.13, and Rayonier hereby accepts the Cutting Rights as a distribution. 
  
 TO HAVE AND TO HOLD the Cutting Rights unto Rayonier, its successors and assigns, together with all and singular the rights and appurtenances thereto in
anywise belonging, subject 
  

 10 








 
to the terms and conditions of this Agreement and in the instruments of conveyance covering the Cutting Rights forever. 
  
 Section 2.14 Contribution by Rayonier to TRS of Contributed Assets.
Rayonier hereby contributes, transfers, assigns and conveys to TRS, its successors and assigns, for its and their own use forever, all right, title and interest of Rayonier in and to (a) all the limited liability company interests of the Operating
LLCs, (b) all of the limited liability company interests of Rayland and all the limited liability company interests of Forest Properties LLC and (c) all of the equity interests in each of the subsidiary entities listed in Schedule 2.14(a)
(together, (a), (b) and (c) constitute the “Contributed Assets” as set forth on Schedule 2.14(b)) and TRS hereby accepts the Contributed Assets as a capital contribution and in exchange therefor (i) assumes $50,000,000 of the
Series B Smurfit Notes, (ii) assumes all of the Series C Smurfit Notes, (iii) assumes all of the Series D Smurfit Notes, (iv) assumes the MTNs, (v) assumes the Nassau County Bonds, (vi) assumes the Wayne County Bonds, (vii) agrees to provide an
upstream guarantee to the holders of, or to the letter of credit issuer banks related to, the Nassau County Bonds and the Wayne Country Bonds, as appropriate, and has previously provided an upstream guarantee to the bank lenders under the Credit
Agreement, (viii) assumes approximately $282,000,000 of Rayonier net debt owed to the subsidiaries listed on Schedule 2.14(a) (or their subsidiaries), (ix) assumes certain lease agreements, interest rate and commodity swap agreements and
foreign exchange forward contracts and (x) assumes certain other debt, liabilities and other obligations; all such debt, liabilities and obligations as described and set forth on Schedule 3.1(a), Schedule 3.1(b) and Schedule 3.2
attached hereto. 
  
 TO HAVE AND TO HOLD the Contributed Assets
unto TRS, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions stated in this Agreement, and in all instruments of conveyance covering the
Contributed Assets forever. 
  
 Section 2.15 Conversion of
Limited Partner Interests and General Partner Interests in RTOC. The parties to this Agreement acknowledge that the limited partner interest in RTOC owned by RFR LLC will be converted to a general partner interest pursuant to Section 13.3 of the
RTOC Partnership Agreement, and the general partner interest in RTOC owned by RTM LLC will be converted to a limited partner interest pursuant to Section 13.1 of the RTOC Partnership Agreement, effective as of December 31, 2003. 
  
 Section 2.16 Reserved. 
  
 Section 2.17 Liquidation of RTM LLC. The parties to this Agreement
acknowledge that, effective as of December 31, 2003, RTM LLC will be liquidated and all of its assets will be distributed to Rayonier (as the sole member of RTM LLC) in accordance with the terms of the limited liability company agreement of RTM LLC.

  
 Section 2.18 Renaming of RFR LLC. The parties to this
Agreement acknowledge that RFR LLC will be renamed Rayonier Timberlands Management, LLC, effective as of December 31, 2003. 
  
 Section 2.19 Reserved. 
  

 11 








 Section 2.20 Dissolution of the MLP. The parties to this Agreement acknowledge that, effective as
of December 31, 2003, the MLP will be dissolved and its net assets, including its interest in RTOC, will be distributed to Rayonier and New RTM LLC in proportion to their ownership interests in the MLP and in accordance with the terms of the amended
and restated agreement of limited partnership of the MLP. 
  
 Section 2.21 Renaming of RTOC. The parties to this Agreement acknowledge that RTOC will be renamed Rayonier Forest Resources, L.P., effective as of December 31, 2003. 
  
 Section 2.22 Specific Conveyances. To further evidence the distributions and contributions set forth in Sections 2.1,
2.2, 2.3, 2.4, 2.5, 2.6, 2.10, 2.11, 2.13 and 2.14 above, each party making such contribution may have executed and delivered to the party receiving such contribution certain conveyance, assignment and bill of sale instruments (collectively, the
“Specific Conveyances”). The Specific Conveyances shall evidence and perfect such sale and contribution made by this Agreement, shall not constitute a second conveyance of any assets or interests therein, and shall control over any
contrary terms of this Agreement. 
  
 ARTICLE III

 ASSUMPTION OF CERTAIN DEBT, LIABILITIES AND OBLIGATIONS 
  
 Section 3.1 Assumption by TRS of the Rayonier Indebtedness and Obligations. 
  
 (a) In consideration of the contribution by Rayonier to TRS as set forth in
Section 2.14, TRS hereby accepts and assumes: (i) all of the indebtedness (including the payment of all principal, interest (including interest premiums, if any) and other costs incurred from time to time with respect to the indebtedness) set forth
on Schedule 3.1(a) hereto (the “Rayonier Indebtedness”) and (ii) all of the liabilities and other obligations set forth on Schedule 3.1(b) hereto (the “Rayonier Obligations” and, together with the
Rayonier Indebtedness, the “Rayonier Indebtedness and Obligations”). TRS hereby agrees to perform all acts and all other obligations required by virtue of this assumption, including the satisfaction in full of all amounts due
relating to all of the Rayonier Indebtedness and Obligations as they become due from time to time. In addition, TRS agrees to execute the forms of guarantee attached hereto as Exhibits A - E upon the request of Rayonier. It is hereby agreed
that the Rayonier Indebtedness and Obligations will be senior to the indebtedness of RTOC being assumed by TRS in accordance with Section 3.2 below. 
  
 (b) Rayonier hereby agrees not to prepay any of the Rayonier Indebtedness or pay any of the Rayonier Obligations prior to their becoming due without the
prior written approval of TRS. 
  
 (c) Rayonier hereby agrees not
to amend, modify or otherwise alter any of the instruments governing the Rayonier Indebtedness, or any of the documents governing the Rayonier Obligations, without the prior written approval of TRS; provided, however, that any change in any
applicable laws, rules or regulations that results in an amendment, modification or alteration of any of the Rayonier Indebtedness, or any of the Rayonier Obligations, shall not be deemed prohibited by this provision, and TRS shall be responsible
for such Rayonier Indebtedness and Obligations as so amended, modified or altered. 
  

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 Section 3.2 Assumption by TRS of the RTOC Indebtedness. 
  
 (a) In consideration of the contribution by Rayonier to TRS as set forth in
Section 2.14, TRS hereby agrees to accept and assume: (i) all of the principal of, and premium, if any, and interest on, the Series B Smurfit Notes, the Series C Smurfit Notes and the Series D Smurfit Notes described on Schedule 3.2 hereto,
(ii) all other indebtedness, obligations and liabilities of RTOC to any holder of such notes, whether now existing or hereafter incurred or created, under or with respect to such notes, and (iii) all amounts payable by RTOC under, or as a result of,
a breach of this Agreement (together, the “RTOC Indebtedness”). TRS hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all of the RTOC
Indebtedness as the same becomes due from time to time. The RTOC Indebtedness will be subordinated to the Rayonier Indebtedness and Obligations pursuant to the subordination provisions set forth in Annex A hereto. 
  
 (b) RTOC hereby agrees not to voluntarily prepay any of the RTOC Indebtedness
prior to it becoming due without the prior written approval of TRS and the holders of Senior Claims (as defined in Annex A); provided, however, that any prepayment required by the “Asset Sales” provision (Section 10.10) or
the “Limitation on Harvesting” provision (Section 10.11) of the RTOC Note Purchase Agreement (as defined on Schedule 3.2) shall not be deemed to be a voluntary prepayment and shall be permitted; and provided further, that TRS
shall be responsible for any such required prepayment, even though the prepayment provisions of the RTOC Note Purchase Agreement contemplate that the prepayment is made from the proceeds of the Asset Sales or the Excess Harvests (as defined
therein). 
  
 (c) RTOC hereby agrees not to amend, modify or
otherwise alter any of the instruments governing the RTOC Indebtedness without the prior written approval of TRS and the holders of Senior Claims (as defined in Annex A); provided, however, that any change in any applicable laws, rules
or regulations that results in an amendment, modification or alteration of any RTOC Indebtedness shall not be deemed prohibited by this provision, and TRS shall be responsible for such RTOC Indebtedness as so amended, modified or altered.

  
 Section 3.3 Subordination. The parties hereto agree
that the RTOC Indebtedness will be subordinate to both the Rayonier Indebtedness and Obligations and any new debt incurred at TRS following the Effective Time. The subordination terms are set forth in Annex A hereto. 
  
 Section 3.4 Assumption by Procurement LLC of Certain Liabilities. In
consideration of the contribution of the Procurement LLC Assets from Rayonier as set forth in Section 2.1, Procurement LLC hereby accepts and assumes, effective as of November 29, 2003, all liabilities related to the Procurement LLC Assets.
Procurement LLC hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Procurement LLC Assets as they become due from time to
time. 
  
 Section 3.5 Assumption by Wood LLC of Certain
Liabilities. In consideration of the contribution of the Wood LLC Assets from Rayonier as set forth in Section 2.2, Wood LLC hereby accepts and assumes, effective as of November 29, 2003, all liabilities related to the Wood LLC Assets. Wood LLC
hereby agrees to perform all acts required by virtue of this 

  

 13 








 
assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Wood LLC Assets as they become due from time
to time. 
  
 Section 3.6 Assumption by Forest Operations LLC of
Certain Liabilities. In consideration of the contribution of the Forest Operations LLC Assets from Rayonier as set forth in Section 2.3, Forest Operations LLC hereby accepts and assumes, effective as of November 29, 2003, all liabilities related
to the Forest Operations LLC Assets. Forest Operations LLC hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Forest
Operations LLC Assets as they become due from time to time. 
  
 Section 3.7 Assumption by Properties LLC of Certain Liabilities. In consideration of the contribution of the Properties LLC Assets from Rayonier as set forth in Section 2.4, Properties LLC hereby accepts and assumes, effective as of
November 29, 2003, all liabilities related to the Properties LLC Assets. Properties LLC hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities
related to the Properties LLC Assets as they become due from time to time. 
  
 Section 3.8 Assumption by Fibers LLC of Certain Liabilities. In consideration of the contribution of the Fibers LLC Assets from Rayonier as set forth in Section 2.5, Fibers LLC hereby accepts and assumes,
effective as of November 29, 2003, all liabilities related to the Fibers LLC Assets. Fibers LLC hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the
liabilities related to the Fibers LLC Assets as they become due from time to time. 
  
 Section 3.9 Assumption by Wood Products LLC of Certain Liabilities. In consideration of the contribution of the Wood Products LLC Assets from Rayonier as set forth in Section 2.6, Wood Products LLC hereby
accepts and assumes, effective as of November 29, 2003, all liabilities related to the Wood Products LLC Assets. Wood Products LLC hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all
amounts due relating to all the liabilities related to the Wood Products LLC Assets as they become due from time to time. 
  
 Section 3.10 Assumption by Forest Properties LLC of Certain Liabilities. 
  
 (a) In consideration of the distribution of the Southeast Assets from RTOC to the MLP, Rayonier and RFR LLC as set forth in
Section 2.10(a), the MLP, Rayonier and RFR LLC hereby accept and assume all liabilities related to the Southeast Assets in proportion to their respective ownership interests in RTOC, being 88.93%, 10.18% and 0.89%, respectively. The MLP, Rayonier
and RFR LLC hereby agree to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Southeast Assets as they become due from time to time.

  
 (b) In consideration of the distribution of the Southeast
Assets from the MLP, Rayonier and RFR LLC to Forest Properties LLC as set forth in Section 2.10(b), Forest Properties LLC hereby accepts and assumes all liabilities related to the Southeast Assets. Forest Properties LLC hereby agrees to perform all
acts required by virtue of this assumption, including 

  

 14 








 
the satisfaction in full of all amounts due relating to all the liabilities related to the Southeast Assets as they become due from time to time. 

 
 Section 3.11 Assumption by Rayonier of Liabilities Related to the
Rayland Interest. 
  
 (a) In consideration of the distribution
of the Rayland Interest from RTOC to the MLP, Rayonier and RFR LLC as set forth in Section 2.11(a), the MLP, Rayonier and RFR LLC hereby accept and assume all liabilities related to the Rayland Interest in proportion to their respective ownership
interests in RTOC, being 88.93%, 10.18% and 0.89%, respectively. The MLP, Rayonier and RFR LLC hereby agree to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the
liabilities related to the Rayland Interest as they become due from time to time. 
  
 (b) In consideration of the distribution of the Rayland Interest from the MLP and RFR LLC to Rayonier as set forth in Section 2.11(b), Rayonier hereby accepts and assumes all liabilities related to the Rayland
Interest. Rayonier hereby agrees to perform all acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Rayland Interest as they become due from time to time.

  
 Section 3.12 Assumption by Rayonier of Liabilities Related
to the Cutting Rights. In consideration of the distribution of the Cutting Rights from Rayland as set forth in Section 2.13, Rayonier hereby accepts and assumes all liabilities related to the Cutting Rights. Rayonier hereby agrees to perform all
acts required by virtue of this assumption, including the satisfaction in full of all amounts due relating to all the liabilities related to the Cutting Rights as they become due from time to time. 
  
 ARTICLE IV 
 TITLE MATTERS 
  
 Section 4.1 Encumbrances. 
  
 (a) Except to the extent provided in Article II or any other document executed in connection with this Agreement, the contribution, distribution and conveyance of the various conveyed assets (the “Conveyed Assets”) as
reflected in this Agreement are made expressly subject to (i) all recorded and unrecorded liens, encumbrances, agreements, defects, restrictions, adverse claims and all laws, rules, regulations, ordinances, judgments and orders of governmental
authorities or tribunals having or asserting jurisdiction over the Conveyed Assets and operations conducted thereon or therewith, in each case to the extent the same are valid and enforceable and affect the Conveyed Assets, but not otherwise, except
for such matters as are specifically identified in this Agreement or the Conveyancing Documents, (ii) all matters that a current on the ground survey or visual inspection of the Conveyed Assets would reflect, (iii) the applicable liabilities assumed
as described in Article III and (iv) all matters contained in the applicable provisions of Article II. 
  
 (b) To the extent that the parties have executed, or hereafter do execute, deeds, bills of sale, or other conveyance documents (collectively, the
“Conveyancing Documents”), then the provisions set forth in Section 4.1(a) immediately above shall also be applicable to the conveyances under the Conveyancing Documents. 
  

 15 








 Section 4.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws. 
  
 (a) EXCEPT TO THE
EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH THIS AGREEMENT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE AND AGREE
THAT NONE OF THE PARTIES TO THIS AGREEMENT HAS MADE, DOES NOT
MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, PAST OR
PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF ANY
ASSET, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL
CONDITION OF ANY ASSET GENERALLY, INCLUDING THE PRESENCE OR LACK OF
HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE CONVEYED ASSETS, (B) THE
INCOME TO BE DERIVED FROM THE CONVEYED ASSETS, (C) THE SUITABILITY OF
THE CONVEYED ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY
BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE CONVEYED ASSETS
OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING,
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE CONVEYED ASSETS. EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE AND AGREE THAT
EACH HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE CONVEYED ASSETS,
AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE
CONVEYED ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED
BY ANY OF THE PARTIES TO THIS AGREEMENT. EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT, NONE OF THE PARTIES TO THIS AGREEMENT IS LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS
OR INFORMATION PERTAINING TO THE CONVEYED ASSETS FURNISHED BY ANY AGENT,
EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN
ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT,
EACH OF THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE CONVEYED ASSETS AS
PROVIDED FOR HEREIN IS MADE IN AN “AS IS”, “WHERE IS”
CONDITION WITH ALL FAULTS, AND THE CONVEYED ASSETS ARE CONTRIBUTED AND
CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION.
THIS SECTION SHALL SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION
OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED
BY THE PARTIES TO THIS AGREEMENT AFTER DUE CONSIDERATION AND ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS
OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
CONVEYED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER
IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR
ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT.

  
 (b) To the extent that certain jurisdictions in which the
Conveyed Assets are located may require that documents be recorded in order to evidence the transfers of title reflected in this Agreement, then the disclaimers set forth in Section 4.2(a) immediately above shall also be 

  

 16 








 
applicable to the conveyances under such documents, except as otherwise provided in such document. 
  
 (c) The contributions of the Conveyed Assets made under this Agreement are
made with full rights of substitution and subrogation of the respective parties receiving such contributions, and all persons claiming by, through and under such parties, to the extent assignable, in and to all covenants and warranties by the
predecessors-in-title of the parties contributing the Conveyed Assets, and with full subrogation of all rights accruing under applicable statutes of limitation and all rights of action of warranty against all former owners of the Conveyed Assets.

  
 (d) Each of the parties to this Agreement hereby waives
compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. 
  

ARTICLE V 
 FURTHER ASSURANCES

  
 Section 5.1 Further Assurances. From time to time
after the date hereof, and without any further consideration, the parties to this Agreement agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances
and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to (i) more fully to assure that the applicable parties to this Agreement own all of the properties, rights,
titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (ii) more fully and effectively to vest in the applicable parties to this Agreement and their respective successors and
assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (iii) more fully and effectively carry out the purposes and intent of this Agreement. 
  
 ARTICLE VI 
 MISCELLANEOUS 
  
 Section 6.1 Order of Completion of Transactions. The transactions provided for in Articles II and III of this Agreement shall be completed in the following order: 
  
 First, the transactions provided for in Sections
2.1-2.6 and Sections 3.4-3.9 of this Agreement shall be completed in any order on or prior to the Effective Date and shall be deemed effective as of November 29, 2003; 
  
 Second, the transactions provided for in Sections 2.10-2.14 and Sections 3.1-3.2 and 3.10-3.12 of
this Agreement shall be completed on the Effective Date in the order set forth in Article II and Article III, respectively, except that Sections 3.10-3.12 shall be completed before Sections 3.1-3.2; and 
  
 Third, the transactions provided for in Sections
2.15-2.21 of this Agreement shall be completed after the Effective Date in the order set forth in Article II and shall be deemed effective as of December 31, 2003. 
  

 17 








 Section 6.2 Consents; Restriction on Assignment. If there are prohibitions against or conditions
to the contribution and conveyance of one or more of the Conveyed Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted
in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to terminate rights of the party to whom the applicable assets were intended to
be conveyed (the “Beneficial Owner”) with respect to such portion of the Conveyed Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer
of title to or interest in each such portion of the Conveyed Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer
applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective
automatically as of the Effective Time, without further action on the part of any party to this Agreement. Each of the applicable parties to this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable
best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the Conveyed Assets as a “Restriction Asset” shall not
be construed as an admission that any Restriction exists with respect to the transfer of such portion of the Conveyed Assets. In the event that any Restriction Asset exists, the applicable party agrees to continue to hold such Restriction Asset in
trust for the exclusive benefit of the applicable party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other party with the benefits thereof, and the party holding such
Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights
necessary to enable the applicable party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time. Notwithstanding the above and for purposes of clarity, it is the intention of all parties to this
Agreement that beneficial ownership of any Conveyed Assets be conveyed upon the party receiving such Conveyed Assets, and that any party receiving any Conveyed Assets will receive all benefits, as well as all burdens, liabilities or other
obligations, associated with such Conveyed Assets. 
  
 Section 6.3
Costs. Rayonier shall pay, or reimburse the other parties hereto for their payment of, all sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing,
recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, Rayonier shall be responsible for all costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in
connection with the satisfaction or waiver of any Restriction pursuant to Section 6.2. 
  
 Section 6.4 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of
the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including without limitation,
all Schedules attached hereto, and not to any 

  

 18 








 
particular provision of this Agreement. All references herein to Articles, Sections and Schedules shall, unless the context requires a different
construction, be deemed to be references to the Articles, Sections and Schedules of this Agreement, respectively, and all such Schedules attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns
used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any
general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as
“without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible
scope of such general statement, term or matter. 
  
 Section 6.5
Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the parties signatory hereto and their respective successors and assigns. 
  
 Section 6.6 No Third Party Rights. The provisions of this Agreement are intended to bind the parties signatory hereto
as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this
Agreement. 
  
 Section 6.7 Counterparts. This Agreement may
be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto. 
  
 Section 6.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to
contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the Conveyed Assets are located,
shall apply. 
  
 Section 6.9 Severability. If any of the
provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give
effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement. 
  
 Section 6.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a
“deed,” “bill of sale” or “assignment” of the Conveyed Assets. 
  
 Section 6.11 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto and affected thereby and, with respect to any changes
in Section 3.3 of this Agreement, the written agreement of the holders of a majority in principal amount of Senior Claims (as defined in Annex A). 
  

 19 








 Section 6.12 Integration. This Agreement and the instruments referenced herein supersede all
previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This Agreement and such instruments, along with all the related transactions contemplated hereby, contain the entire
understanding of the parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it
is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement. 
  
 [Remainder of page intentionally left blank.] 
  

 20 








 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first
above written. 
  

	RAYONIER INC.
		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	Senior Vice President, Forest Resources and Wood Products


  

	RAYONIER TIMBERLANDS OPERATING COMPANY, L.P.
		
	By:	 	Rayonier Timberlands Management, LLC, its general partner
			
	 	 	By:	 	/s/    TIMOTHY H. BRANNON        
	 	 	 	

	 	 	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 	 	 Title:
	 	 Vice President



  

	RAYONIER TIMBERLANDS, L.P.
		
	By:	 	Rayonier Forest Resources, LLC, its general partner
			
	 	 	By:	 	/s/    TIMOTHY H. BRANNON        
	 	 	 	

	 	 	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 	 	 Title:
	 	 Vice President

	
	RAYONIER TIMBERLANDS MANAGEMENT, LLC
			
	 	 	By:	 	/s/    TIMOTHY H. BRANNON        
	 	 	 	

	 	 	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 	 	 Title:
	 	 Vice President



  

 Signature Page 1 of 3 to the 
 Contribution, Conveyance and Assumption Agreement 









	 RAYONIER FOREST RESOURCES, LLC

			
	 	 	By:	 	/s/    TIMOTHY H. BRANNON        
	 	 	 	

	 	 	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 	 	 Title:
	 	 Vice President



  

	RAYLAND, LLC
		
	By:	 	Rayonier Timberlands Management, LLC, its manager
			
	 	 	By:	 	/s/    TIMOTHY H. BRANNON        
	 	 	 	

	 	 	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 	 	 Title:
	 	 Vice President



  

	RAYONIER TRS HOLDINGS INC.
		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Vice President



  

	RAYONIER MINERALS, LLC
		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER FOREST PROPERTIES, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

 Signature Page 2 of 3 to the 
 Contribution, Conveyance and Assumption Agreement 









	 RAYONIER WOOD PRODUCTS, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER WOOD PROCUREMENT, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER INTERNATIONAL WOOD PRODUCTS,
LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER FOREST OPERATIONS, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER PROPERTIES, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Senior Vice President



  

	 RAYONIER PERFORMANCE FIBERS, LLC

		
	By:	 	/s/    TIMOTHY H. BRANNON        
	 	

	 	 	 Name:
	 	 Timothy H. Brannon

	 	 	 Title:
	 	 Vice President



  

 Signature Page 3 of 3 to the 
 Contribution, Conveyance and Assumption Agreement 








 ANNEX A 
  
 Subordination Provisions 
  
 (a) General. The RTOC Indebtedness shall be and hereby is expressly made subordinate and junior in right of payment to all Senior
Claims (as defined below) to the extent and in the manner provided in these subordination provisions and RTOC and each subsequent holder of any such RTOC Indebtedness (or of any instrument evidencing the same) by acceptance thereof agrees to be
bound by these subordination provisions. These subordination provisions shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, any such Senior Claims, and such provisions are
made for the benefit of the holders of such Senior Claims. RTOC and each subsequent holder of any such RTOC Indebtedness (or of any instrument evidencing the same) by acceptance thereof waives any and all notice of the creation or accrual of any
such Senior Claim and notice of proof of reliance upon these subordination provisions by any holder of any Senior Claim. The Senior Claims, which are specified in the definition of “Senior Claims” below, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon these subordination provisions. 
  
 (b) Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 

 
 (i) “Plan” means any plan of partial or
complete liquidation, reorganization, readjustment, arrangement, composition or extension. 
  
 (ii) “Proceeding” means (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to TRS, its property or its creditors as such, (B) proceeding for any liquidation, dissolution or other winding-up of TRS, voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (C) assignment for the benefit of creditors of TRS or (D) other marshalling of the assets of TRS. 
  
 (iii) “RTOC Indebtedness” means (A) all principal of, and premium, if any, and interest on, the notes described in
Schedule 3.2 hereto, (B) all other indebtedness, obligations and liabilities of RTOC to any holder of such notes, whether now existing or hereafter incurred or created, under or with respect to such notes, and (C) all amounts payable to RTOC
under, or as a result of, a breach of this Agreement. 
  
 (iv) “Senior Claims” means (A) the principal of, and premium, if any, and interest on, the Rayonier Indebtedness set forth on Schedule 3.1(a) hereto, (B) the Rayonier Obligations set forth on Schedule 3.1(b)
hereto, (C) any upstream guarantees from TRS and any downstream guarantees from Rayonier, (D) all other indebtedness, obligations and liabilities of TRS to any holder of any Senior Claim referred to in clauses (A)-(C), whether now existing or
hereafter incurred or created, under or with respect to such Senior Claims, (E) all other indebtedness of TRS for borrowed money including any guarantees of TRS relating to any borrowings of an affiliate, unless, under the instrument evidencing the
same or under which the same is outstanding, it is expressly provided that 

  

 Annex A 
 Subordination Provisions 








 
such indebtedness is junior and subordinate to other indebtedness or obligations of TRS, and (F) any amounts payable by TRS under or in respect of any
interest rate exchange agreement, interest rate swap agreement or other similar agreement entered into in respect of all or any portion of the Senior Claims referred to in clauses (A)-(E) above. 
  
 (v) “Senior Default” means an event which,
after notice or lapse of time or both, would become a Senior Event of Default. 
  
 (vi) “Senior Event of Default” means an event of default as such term is defined in any agreement or instrument under
which any Senior Claim is outstanding. 
  
 (c)
Subordination in the Event of Insolvency, etc. In the event of any Proceeding: 
  
 (i) All Senior Claims shall first be paid in full, or such payment shall have been provided for, before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of any RTOC Indebtedness on account of such RTOC Indebtedness. 
  
 (ii) Any payment or distribution of any kind or character, whether in cash, securities or other property which would otherwise (but for
these subordination provisions) be payable or deliverable in respect of any RTOC Indebtedness shall be paid or delivered directly to the holders of Senior Claims for application in payment of the Senior Claims until all Senior Claims shall have been
paid in full, or such payment shall have been provided for. 
  
 In
connection with any Proceeding, RTOC and each subsequent holder of any RTOC Indebtedness (or any instrument evidencing the same) by acceptance thereof irrevocably authorizes the holders of the Senior Claims, or any of them, to demand, sue for,
collect and receive all payments and distributions to the extent required herein, to give acquittance therefor and to take such other actions as such holders of the Senior Claims may deem necessary or advisable for the enforcement of these
subordination provisions. RTOC and each subsequent holder of any RTOC Indebtedness further agrees duly and promptly to take such action as may be requested at any time or from time to time by the holders of the Senior Claims, to file appropriate
proofs of claim in respect of such RTOC Indebtedness, and to execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as may be requested by the holders of the Senior Claims, all as may be necessary or
advisable to enable such holders of the Senior Claims to enforce any and all claims upon or in respect of the RTOC Indebtedness and to receive any and all payments or distributions to the extent required herein. 
  
 (d) Subordination in the Event of Certain Defaults,
Etc. Upon the happening of a Senior Default or a Senior Event of Default (other than in circumstances when the provisions of section (c) are applicable), then, unless and until such Senior Default or Senior Event of Default shall have been
remedied or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or otherwise) shall be made or agreed to be made on account of any RTOC Indebtedness, or in respect of any redemption,
retirement, purchase or other acquisition of any of the RTOC Indebtedness. 
  

 Annex A 
 Subordination Provisions 








 (e) Turnover of Improper Payments. If any payment or distribution of any character
or any security, whether in cash, securities or other property, shall be received by any holder of any RTOC Indebtedness in contravention of any of the terms hereof and before all the Senior Claims shall have been paid in full or such payment shall
have been provided for, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Claims at the time outstanding for application to the
payment of all Senior Claims remaining unpaid, to the extent necessary to pay all such Senior Claims in full. In the event of the failure of any holder of any RTOC Indebtedness to endorse or assign any such payment, distribution or security, each
holder of any Senior Claim is hereby irrevocably authorized to endorse or assign the same. 
  
 (f) No Prejudice or Impairment. The rights under these subordination provisions of the holders of any Senior Claims as against the
holders of any RTOC Indebtedness shall, to the fullest extent permitted by applicable law, remain in full force and effect without regard to, and shall not be impaired or affected by: 
  
 (i) any act or failure to act on the part of TRS; or 
  
 (ii) any extension or indulgence in respect of any payment
of prepayment any Senior Claim or any part thereof or in respect of any other amount payable to any holder of any Senior Claim; or 
  
 (iii) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other
action in respect of, any of the terms of any Senior Claim or any agreement which may be made relating to any Senior Claim; or 
  
 (iv) any exercise or non-exercise by the holder of any Senior Claim of any right, power, privilege or remedy under or in respect of such
Senior Claim or these subordination provisions or any waiver of any such right, power, privilege or remedy or of any default in respect of such Senior Claim or these subordination provisions, or any receipt by the holder of any Senior Claim of any
security, or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Claim; or 
  
 (v) any merger or consolidation of TRS or any of its subsidiaries into or with any other person, or any
sale, lease or transfer of any or all of the assets of TRS or any of its subsidiaries to any other person; or 
  
 (vi) absence of any notice to, or knowledge by, any holder of any RTOC Indebtedness of the existence or occurrence of any of the matters
or events set forth in the foregoing subdivisions (i) through (v); or 
  
 (vii) any other circumstance. 
  
 RTOC and each subsequent holder of any RTOC Indebtedness, to the fullest extent permitted by applicable law, unconditionally waives (A) notice of any of the matters referred to in clauses (i)-(vi) above, (B) all notices which may be
required, whether by statute, rule of law or 

  

 Annex A 
 Subordination Provisions 








 
otherwise, to preserve intact any rights of any holder of any Senior Claim against TRS, including, without limitation, any demand, presentment and protest,
proof of notice of nonpayment under any Senior Claim, and notice of any failure on the part of TRS to perform and comply with any covenant, agreement, term or condition of the Senior Claims, (C) any right to the enforcement, assertion or exercise by
any holder of any Senior Claims of any right, power, privilege or remedy conferred in such Senior Claims or otherwise, (D) any requirement of diligence on the part of any holder of any of the Senior Claims, (E) any requirement on the part of any
holder of any Senior Claim to mitigate damages resulting from any default under such Senior Claim, and (F) any notice of any sale, transfer or other disposition of any Senior Claims by any holder thereof. 
  
 The obligations of RTOC and any subsequent holders of RTOC Indebtedness under
these subordination provisions shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in respect of any Senior Claim, or any other payment to any holder of any Senior Claim in its capacity as such, is
rescinded or must otherwise be restored or returned by the holder of such Senior Claim upon the occurrence of any Proceeding, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for,
TRS or any substantial part of its property, or otherwise, all as though such payment had not been made. 
  
 (g) TRS’s Obligations Absolute. Nothing contained herein shall impair, as between TRS, on the one hand, and RTOC and each
subsequent holder of any RTOC Indebtedness, on the other, the obligation of TRS to pay to the holder thereof all amounts payable in respect of such RTOC Indebtedness as and when the same shall become due and payable in accordance with the terms
thereof, or prevent the holder of any RTOC Indebtedness from exercising all rights, powers and remedies otherwise permitted by applicable law or upon a default or event of default under the RTOC Indebtedness, all subject to the rights of the holders
of the Senior Claims as set forth in these subordination provisions to receive cash, securities or other property otherwise payable or deliverable to the holders of the RTOC Indebtedness. 
  
 (h) Subrogation. No holder of any RTOC Indebtedness
shall have any subrogation or other rights as the holder of a Senior Claim, and each holder of any RTOC Indebtedness hereby waives all such rights of subrogation and all rights of reimbursement or indemnity whatsoever and all rights of recourse to
any security for any Senior Claim, until such time as all the Senior Claims shall be paid in full or such payment shall have been provided for and all of the obligations of TRS under the Senior Claims shall have been duly performed. From and after
the time at which all Senior Claims have been paid in full or such payment shall have been provided for, the holders of the RTOC Indebtedness shall be subrogated to all rights of any holders of Senior Claims to receive any further payments or
distributions applicable to the Senior Claims until the RTOC Indebtedness shall have been paid in full or such payment shall have been provided for, and for the purposes of such subrogation, no payment or distribution received by the holders of
Senior Claims of cash, securities or other property to which the holders of the RTOC Indebtedness would have been entitled except for these subordination provisions shall, as between TRS and its creditors other than the holders of Senior Claims, on
the one hand, and the holders of the RTOC Indebtedness, on the other, be deemed to be a payment or distribution by TRS to or on account of the Senior Claims. 
  

 Annex A 
 Subordination Provisions 








 (i) Subordination in the Event of Acceleration. In the event that any RTOC
Indebtedness shall be declared due and payable as the result of the occurrence of any one or more defaults in respect thereof, under circumstances when the terms of section (c) are not applicable, no payment shall be made in respect of such RTOC
Indebtedness unless and until all Senior Claims shall have been paid in full or such payment shall have been provided for or such declaration and its consequences shall have been rescinded and all such defaults shall have been remedied or waived or
shall have ceased to exist. 
  
 (j) Limitation
on Actions. RTOC and each subsequent holder of any RTOC Indebtedness (or any instruments evidencing the same) by acceptance thereof agrees and undertakes, to the fullest extent permitted by applicable law, that: 
  
 (i) Such holder will not take, obtain or hold (or permit
anyone acting on its behalf to take, obtain or hold) any assets of TRS, whether as a result of any administrative, legal or equitable action, or otherwise, in violation of the provisions of these subordination provisions. 
  
 (ii) Without the prior written consent of the holders of a
majority in amount of the Senior Claims, such holder will not commence, prosecute or participate in (A) any administrative, legal or equitable action against TRS relating to any RTOC Indebtedness including, without limitation, any Proceeding, (B)
any other administrative, legal or equitable action relating to any RTOC Indebtedness or (C) any action to enforce or collect any judgment obtained in respect of, or to enforce or exercise remedies arising under or pursuant to any lien or other
security interest securing, any RTOC Indebtedness. 
  
 (iii) If such holder, in violation of the provisions herein set forth, shall commence, prosecute or participate in any suit, action, case or Proceeding against TRS, TRS may interpose as a defense or plea the provisions set forth herein, and
any holder of any Senior Claim may intervene and interpose such defense or plea in its own name or in the name of TRS, and shall, in any event, be entitled to restrain the enforcement of the payment provisions of the RTOC Indebtedness in its own
name or in the name of TRS, as the case may be, in the same suit, action, case or Proceeding or in any independent suit, action, case or Proceeding. 
  

 Annex A 
 Subordination Provisions