EX-10.12



 Exhibit 10.12 

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A 

CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED 

MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH 

THE SECURITIES AND EXCHANGE COMMISSION. 

AMENDMENT NO. 1 TO 

DAICEL – RAYONIER 

AMENDED CHEMICAL SPECIALTIES AGREEMENT 

THIS AMENDMENT is effective as of February 15, 2013, and is entered into by and between Daicel Corporation (“Daicel”) and Rayonier Performance
Fibers, LLC (“Rayonier”). 
 WHEREAS, Daicel Chemical Industries, Ltd. and Rayonier are parties to an Amended and Restated Chemical Specialties
Agreement, with an effective date of January 1, 2012 (hereinafter the “Agreement”); 
 WHEREAS, Daicel Chemical Industries, Ltd. is now
Daicel Corporation; and 
 WHEREAS, Daicel and Rayonier (the “Parties”) wish to revise the certain terms of the Agreement. 

NOW THEREFORE, the Parties hereby amend the Agreement as follows: 
  

	1.	The Parties agree that all references to Daicel Chemical Industries, Ltd. are hereby deleted and replaced with Daicel Corporation. 

  

	2.	The Parties further agree that the table in Subarticle 3(a) shall be deleted in its entirety and replaced with the following: 

  

					
	 Calendar Year
	  	Purchase Volume
Requirement (ADMT)	 
	 2013
	  	 	*	** 
	 2014*
	  	 	*	** 
	 2015*
	  	 	*	** 
	 2016*
	  	 	*	** 

  

	3.	The Parties further agree that the following sentence shall be inserted in the paragraph immediately following the table in Subarticle 3(a), before the sentence starting, “The parties agree to
negotiated...”: 

  

	  	Daicel shall notify Rayonier no later than October 31, 2013 whether it commits to raise the minimum Purchase Volume Requirement by *** in each of years *** 


 

	4.	The Parties further agree that the quantity of Product specified in Subarticle 3(b) shall be revised from *** to ***. 









 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A 

CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED 

MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH 

THE SECURITIES AND EXCHANGE COMMISSION. 
  


	5.	The Parties further agree that Subarticles 4(b) and(c) shall be deleted in their entirety and replaced with the following provisions: 


 

	 	(b)	The price for Product shall be as follows: *** 

  

	 	(c)	***. 

  

	 	(d)	***. 

  

	6.	Parties further agree that Article 5, ***, shall be deleted in its entirely & replaced with the following: 


*** 
  

	7.	The Parties further agree that Article 7, ALLOWANCE, shall be deleted in its entirety and replaced with the following: 


Provided Daicel is not in default under this Agreement, then the *** in this Article 7 shall apply: 

 

	 	(a)	*** 

  

	 	(b)	*** 

  

	 	i)	If Daicel qualifies for a Standard Volume ***, Rayonier will pay the rebate as follows: 

 ***

 or 
  

	 	ii)	*** 

  

	 	a.	*** 

  

	 	b.	*** 

  

	 	c.	*** 


  
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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A 

CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2. REDACTED 

MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH 

THE SECURITIES AND EXCHANGE COMMISSION. 
  

 *** 
  

	8.	Except as amended above, all remaining provisions of the Agreement shall continue in full force and effect. 


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written. 

 

									
	DAICEL CORPORATION	 		 	RAYONIER PERFORMANCE FIBERS, LLC
					
	By:	 	 /s/    Masayuki Mune        
	 		 	By:	 	 /s/    Paul G. Boynton        

	Name:	 	Masayuki Mune	 		 	Name:	 	Paul G. Boynton
	Title:	 	 Managing Executive Officer,
 Cellulose Company
and
 Raw Material Purchasing Center
	 		 	Title:	 	President


  
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