EX-4.1



 Exhibit 4.1 

EXECUTION COPY 
  

 
  

RAYONIER A.M. PRODUCTS INC. 

as Company 
 and the Guarantors
party hereto from time to time 
 5.50% Senior Notes due 2024 

 
  

INDENTURE 
 Dated as of
May 22, 2014 
  
  

and 
 Wells Fargo Bank, National
Association 
 as Trustee 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I
	   

	
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	   

			
	 SECTION 1.01
	  	Definitions	  	 	1	  
	 SECTION 1.02
	  	Other Definitions	  	 	39	  
	 SECTION 1.03
	  	Rules of Construction	  	 	40	  
	
	 ARTICLE II
	   

	
	 THE NOTES
	   

			
	 SECTION 2.01
	  	Amount of Notes	  	 	41	  
	 SECTION 2.02
	  	Form and Dating	  	 	42	  
	 SECTION 2.03
	  	Execution and Authentication	  	 	42	  
	 SECTION 2.04
	  	Registrar and Paying Agent	  	 	43	  
	 SECTION 2.05
	  	Paying Agent to Hold Money in Trust	  	 	43	  
	 SECTION 2.06
	  	Holder Lists	  	 	44	  
	 SECTION 2.07
	  	Transfer and Exchange	  	 	44	  
	 SECTION 2.08
	  	Replacement Notes	  	 	45	  
	 SECTION 2.09
	  	Outstanding Notes	  	 	45	  
	 SECTION 2.10
	  	Cancellation	  	 	45	  
	 SECTION 2.11
	  	Defaulted Interest	  	 	45	  
	 SECTION 2.12
	  	CUSIP Numbers, ISINs, Etc.	  	 	46	  
	 SECTION 2.13
	  	Calculation of Principal Amount of Notes	  	 	46	  
	
	 ARTICLE III
	   

	
	 REDEMPTION
	   

			
	 SECTION 3.01
	  	Redemption	  	 	46	  
	 SECTION 3.02
	  	Applicability of Article	  	 	46	  
	 SECTION 3.03
	  	Notices to Trustee	  	 	46	  
	 SECTION 3.04
	  	Selection of Notes to Be Redeemed	  	 	47	  
	 SECTION 3.05
	  	Notice of Optional Redemption	  	 	47	  
	 SECTION 3.06
	  	Effect of Notice of Redemption	  	 	48	  
	 SECTION 3.07
	  	Deposit of Redemption Price	  	 	48	  
	 SECTION 3.08
	  	Notes Redeemed in Part	  	 	48	  
	 SECTION 3.09
	  	Special Mandatory Redemption	  	 	48	  
	
	 ARTICLE IV
	   

	
	 COVENANTS
	   

			
	 SECTION 4.01
	  	Payment of Notes; Segregated Account	  	 	49	  
	 SECTION 4.02
	  	Reports and Other Information	  	 	49	  


  
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	 	  	 	  	Page	 
	 SECTION 4.03
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	51	  
	 SECTION 4.04
	  	Limitation on Restricted Payments	  	 	57	  
	 SECTION 4.05
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	63	  
	 SECTION 4.06
	  	Asset Sales	  	 	65	  
	 SECTION 4.07
	  	Transactions with Affiliates	  	 	68	  
	 SECTION 4.08
	  	Change of Control	  	 	70	  
	 SECTION 4.09
	  	Compliance Certificate	  	 	72	  
	 SECTION 4.10
	  	Further Instruments and Acts	  	 	72	  
	 SECTION 4.11
	  	Future Guarantors	  	 	72	  
	 SECTION 4.12
	  	Liens	  	 	72	  
	 SECTION 4.13
	  	[Intentionally Omitted]	  	 	73	  
	 SECTION 4.14
	  	Maintenance of Office or Agency	  	 	73	  
	 SECTION 4.15
	  	Existence	  	 	74	  
	 SECTION 4.16
	  	Covenant Suspension	  	 	74	  
	
	 ARTICLE V
	   

	
	 SUCCESSOR COMPANY
	   

			
	 SECTION 5.01
	  	When Company and Guarantors May Merge or Transfer Assets	  	 	75	  
	
	 ARTICLE VI
	   

	
	 DEFAULTS AND REMEDIES
	   

			
	 SECTION 6.01
	  	Events of Default	  	 	77	  
	 SECTION 6.02
	  	Acceleration	  	 	79	  
	 SECTION 6.03
	  	Other Remedies	  	 	79	  
	 SECTION 6.04
	  	Waiver of Past Defaults	  	 	79	  
	 SECTION 6.05
	  	Control by Majority	  	 	79	  
	 SECTION 6.06
	  	Limitation on Suits	  	 	80	  
	 SECTION 6.07
	  	Rights of the Holders to Receive Payment	  	 	80	  
	 SECTION 6.08
	  	Collection Suit by Trustee	  	 	80	  
	 SECTION 6.09
	  	Trustee May File Proofs of Claim	  	 	80	  
	 SECTION 6.10
	  	Priorities	  	 	81	  
	 SECTION 6.11
	  	Undertaking for Costs	  	 	81	  
	 SECTION 6.12
	  	Waiver of Stay or Extension Laws	  	 	81	  
	
	 ARTICLE VII
	   

	
	 TRUSTEE
	   

			
	 SECTION 7.01
	  	Duties of Trustee	  	 	81	  
	 SECTION 7.02
	  	Rights of Trustee	  	 	83	  
	 SECTION 7.03
	  	Individual Rights of Trustee	  	 	84	  
	 SECTION 7.04
	  	Trustee’s Disclaimer	  	 	84	  
	 SECTION 7.05
	  	Notice of Defaults	  	 	84	  
	 SECTION 7.06
	  	Reports by Trustee to the Holders	  	 	85	  
	 SECTION 7.07
	  	Compensation and Indemnity	  	 	85	  
	 SECTION 7.08
	  	Replacement of Trustee	  	 	86	  


  
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	 	  	 	  	Page	 
	 SECTION 7.09
	  	Successor Trustee by Merger	  	 	87	  
	 SECTION 7.10
	  	Eligibility; Disqualification	  	 	87	  
	 SECTION 7.11
	  	Preferential Collection of Claims Against the Company	  	 	87	  
	
	 ARTICLE VIII
	   

	
	 DISCHARGE OF INDENTURE; DEFEASANCE
	   

			
	 SECTION 8.01
	  	Discharge of Liability on Notes; Defeasance	  	 	87	  
	 SECTION 8.02
	  	Conditions to Defeasance	  	 	88	  
	 SECTION 8.03
	  	Application of Trust Money	  	 	90	  
	 SECTION 8.04
	  	Repayment to Company	  	 	90	  
	 SECTION 8.05
	  	Indemnity for U.S. Government Obligations	  	 	90	  
	 SECTION 8.06
	  	Reinstatement	  	 	90	  
	
	 ARTICLE IX
	   

	
	 AMENDMENTS AND WAIVERS
	   

			
	 SECTION 9.01
	  	Without Consent of the Holders	  	 	90	  
	 SECTION 9.02
	  	With Consent of the Holders	  	 	91	  
	 SECTION 9.03
	  	Revocation and Effect of Consents and Waivers	  	 	92	  
	 SECTION 9.04
	  	Notation on or Exchange of Notes	  	 	92	  
	 SECTION 9.05
	  	Trustee to Sign Amendments	  	 	93	  
	 SECTION 9.06
	  	Additional Voting Terms; Calculation of Principal Amount	  	 	93	  
	 SECTION 9.07
	  	Compliance with the Trust Indenture Act	  	 	93	  
	
	 ARTICLE X
	   

	
	 [Intentionally Omitted]
	   

	
	 ARTICLE XI
	   

	
	 [Intentionally Omitted]
	   

	
	 ARTICLE XII
	   

	
	 GUARANTEE
	   

			
	 SECTION 12.01
	  	Guarantee	  	 	93	  
	 SECTION 12.02
	  	Limitation on Liability	  	 	95	  
	 SECTION 12.03
	  	[Intentionally Omitted]	  	 	96	  
	 SECTION 12.04
	  	Successors and Assigns	  	 	96	  
	 SECTION 12.05
	  	No Waiver	  	 	96	  
	 SECTION 12.06
	  	Modification	  	 	96	  
	 SECTION 12.07
	  	Execution of Supplemental Indenture for Future Guarantors	  	 	96	  
	 SECTION 12.08
	  	Non-Impairment	  	 	97	  


  
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	 	  	 	  	Page	 
	ARTICLE XIII	  
	
	 MISCELLANEOUS
	   

			
	 SECTION 13.01
	  	Trust Indenture Act Controls	  	 	97	  
	 SECTION 13.02
	  	Notices	  	 	97	  
	 SECTION 13.03
	  	Communication by the Holders with Other Holders	  	 	98	  
	 SECTION 13.04
	  	Certificate and Opinion as to Conditions Precedent	  	 	98	  
	 SECTION 13.05
	  	Statements Required in Certificate or Opinion	  	 	98	  
	 SECTION 13.06
	  	When Notes Disregarded	  	 	98	  
	 SECTION 13.07
	  	Rules by Trustee, Paying Agent and Registrar	  	 	99	  
	 SECTION 13.08
	  	Legal Holidays	  	 	99	  
	 SECTION 13.09
	  	GOVERNING LAW	  	 	99	  
	 SECTION 13.10
	  	No Recourse Against Others	  	 	99	  
	 SECTION 13.11
	  	Successors	  	 	99	  
	 SECTION 13.12
	  	Multiple Originals	  	 	99	  
	 SECTION 13.13
	  	Table of Contents; Headings	  	 	99	  
	 SECTION 13.14
	  	Indenture Controls	  	 	99	  
	 SECTION 13.15
	  	Severability	  	 	99	  
	 SECTION 13.16
	  	Waiver of Jury Trial	  	 	99	  
	 SECTION 13.17
	  	U.S.A. Patriot Act	  	 	100	  

  

					
	 Appendix A
	 	–	  	Provisions Relating to Initial Notes and Additional Notes

 EXHIBIT INDEX 
  

					
	 Exhibit A
	 	–	  	Form of Note
	 Exhibit B
	 	–	  	Form of Transferee Letter of Representation
	 Exhibit C
	 	–	  	Form of Supplemental Indenture

  

  
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 CROSS-REFERENCE TABLE 
  

					
	 TIA

Section
	 	 	  	Indenture
Section
	310 (a)(1)	 		  	7.10
	       (a)(2)	 		  	7.10
	       (a)(3)	 		  	7.10
	       (a)(4)	 		  	7.10
	       (b)	 		  	7.08; 7.10
	       (c)	 		  	N.A.
	311 (a)	 		  	7.11
	       (b)	 		  	7.11
	312 (a)	 		  	2.06
	       (b)	 		  	13.03
	       (c)	 		  	13.03
	313 (a)	 		  	7.06
	       (b)(1)	 		  	7.06
	       (b)(2)	 		  	7.06
	       (c)	 		  	7.06
	       (d)	 		  	7.06
	314 (a)	 		  	4.02; 4.09
	       (b)	 		  	N.A.
	       (c)(1)	 		  	13.04
	       (c)(2)	 		  	13.04
	       (c)(3)	 		  	N.A.
	       (d)	 		  	N.A.
	       (e)	 		  	13.05
	       (f)	 		  	4.10
	315 (a)	 		  	7.01
	       (b)	 		  	7.05
	       (c)	 		  	7.01
	       (d)	 		  	7.01
	       (e)	 		  	6.11
	 316 (a) (last sentence)
	  	13.06
	       (a)(1)(A)	 		  	6.05
	       (a)(1)(B)	 		  	6.04
	       (a)(2)	 		  	N.A.
	       (b)	 		  	6.07
	317 (a)(1)	 		  	6.08
	       (a)(2)	 		  	6.09
	       (b)	 		  	2.05
	318 (a)	 		  	13.01

 N.A. Means Not Applicable. 

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 

 







 INDENTURE, dated as of May 22, 2014, among RAYONIER A.M. PRODUCTS INC., a Delaware
corporation (together with its successors and assigns, the “Company”), which on the Contribution Date (as defined below) shall become a wholly owned subsidiary of Rayonier Advanced Materials Inc., a Delaware corporation (together
with its successors and assigns, “RYAM”), RYAM, the other Guarantors party hereto from time to time (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined below). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of
(i) $550,000,000 aggregate principal amount of the Company’s 5.50% Senior Notes due 2024 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued from time to time (together with the Initial
Notes, the “Notes”): 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01 Definitions. 

“Acquired Indebtedness” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into
or became a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person. 
 Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the
preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets. 

“Additional Notes” means the Notes issued under the terms of this Indenture subsequent to the Issue Date. 

“Additional Refinancing Amount” means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate
principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, defeasance costs and fees in respect thereof. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control
with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. 
 “Applicable Premium” means, with respect to any Note on any applicable redemption date, as
determined by the Company, the greater of: 
 (1) 1% of the then outstanding principal amount of the Note; and 







 (2) the excess of: 

(a) the present value at such redemption date of (i) the redemption price of the Note, at June 1, 2019 (such
redemption price being set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through June 1, 2019 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over 
 (b) the then outstanding principal amount of the Note.

 “Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions)
of property or assets (including by way of Sale/ Leaseback Transactions) outside the ordinary course of business of RYAM, the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or 

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign
nationals or other third parties to the extent required by applicable law) of the Company or any Restricted Subsidiary (other than to RYAM, the Company or another Restricted Subsidiary) (whether in a single transaction or a series of related
transactions), 
 in each case other than: 

(a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in
the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Company, RYAM or any
other Guarantor in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 

(c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 

(d) any disposition of assets of RYAM, the Company or any Restricted Subsidiary or issuance or sale of Equity Interests of the
Company or any Restricted Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an aggregate Fair Market Value (as determined in good faith by the Company) of less than
$25.0 million; 
 (e) any disposition of property or assets, or the issuance of securities, by RYAM, the Company or a
Restricted Subsidiary to RYAM, the Company or a Restricted Subsidiary; 
 (f) any exchange of assets (including a combination
of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of RYAM, the Company and the Restricted Subsidiaries as a whole, as determined in good faith by the Company;

 (g) foreclosure or any similar action with respect to any property or other asset of RYAM, the Company or any of the
Restricted Subsidiaries; 

  
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 (h) any disposition of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary; 
 (i) the lease, assignment or sublease of any real or personal property in the ordinary
course of business; 
 (j) any sale of inventory or other assets in the ordinary course of business; 

(k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual
property; 
 (l) any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for
services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of RYAM, the Company and the Restricted Subsidiaries as a whole, as determined in good faith by the Company; 

(m) a transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional
undivided interest therein), including by a Securitization Subsidiary in a Qualified Securitization Financing; 
 (n) any
financing transaction with respect to property built or acquired by RYAM, the Company or any Restricted Subsidiary after the Issue Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture; 

(o) dispositions in connection with Permitted Liens; 

(p) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a
Person (other than RYAM, the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such
acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(q) the sale of any property in a Sale/Leaseback Transaction; provided that the Fair Market Value of all such property
sold pursuant to Sale/Leaseback Transactions in reliance on this clause (q) shall not exceed the greater of $50 million and 2.0% of Total Assets at the time such Sale/Leaseback Transaction is consummated; 

(r) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of
business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (s) any surrender,
expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind; 

(t) any disposition or issuance or sale of Equity Interests of RYAM, the Company or any Restricted Subsidiary made as part of
the Pre-Spin Transactions; 
 (u) dispositions of brownfield properties (and related assets) owned by Southern Wood Piedmont
Company or Rayonier Properties LLC or their respective successors or assigns that are Restricted Subsidiaries; and 

  
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 (v) dispositions by RYAM, the Company or any of the Restricted Subsidiaries to
charitable foundations, not-for-profits or other similar organizations with an aggregate Fair Market Value not to exceed $5 million in any calendar year. 

“Attributable Debt” means, as of any date of determination, as to Sale/Leaseback Transactions, the total obligation
(discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance,
assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included
in such transaction. 
 “Bank Indebtedness” means any and all amounts payable under or in respect of (a) the Credit
Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise
modified from time to time (including after termination of the Credit Agreement), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal,
premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to RYAM or the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Company to
be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of
receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt
instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented,
modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct
or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City or the place of payment. 
 “Capital Markets Indebtedness” means any Indebtedness
consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is resold in accordance with Rule 144A or
Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC. The term “Capital Markets Indebtedness” (i) shall not include the Notes
(including, for the avoidance of doubt any Additional Notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not resold by
an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than ten Persons (provided that multiple 

  
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managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not to be underwritten), or any Indebtedness under the
Credit Agreement, commercial bank or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”

 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock or shares; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of RYAM, the Company or the
Restricted Subsidiaries, or of a special purpose or other entity not consolidated with RYAM, the Company and the Restricted Subsidiaries, either existing on the Issue Date or created thereafter that (a) initially were not included on the
consolidated balance sheet of RYAM or the Company as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with RYAM, the Company
and the Restricted Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue Date and were
required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease
Obligations or Indebtedness. 
 “Cash Equivalents” means: 

(1) U.S. dollars, pounds sterling, euros, the national currency of any member state in the European Union or such local
currencies held by RYAM, the Company or a Restricted Subsidiary from time to time in the ordinary course of business; 
 (2)
securities issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of
acquisition; 
 (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less
from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose
long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); 

  
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 (4) repurchase obligations for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “A-1” or the
equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition; 

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision
thereof having at least a rating of Aa3 from Moody’s or a rating of AA- from S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of
acquisition; 
 (7) Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A2” or
higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; 

(8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through
(7) above; and 
 (9) instruments equivalent to those referred to in clauses (1) through (8) above denominated
in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in
connection with any business conducted by any Subsidiary organized in such jurisdiction. 
 “cash management services”
means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand
deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox
services, stop payment services and wire transfer services. 
 “CFC” means a “controlled foreign corporation”
within the meaning of Section 957 of the Code. 
 “Change of Control” means the occurrence of any of the following, in
each case, after the Distribution Date: 
 (1) the sale, lease or transfer (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all the assets of RYAM and its Subsidiaries, taken as a whole, to any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision) other than to RYAM, the Company or any of their respective Subsidiaries; 
 (2) RYAM becomes aware (by
way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of
transactions, by way of merger, consolidation, amal-

  
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gamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total
voting power of the Voting Stock of RYAM, in each case, other than an acquisition where the holders of the voting stock of RYAM as of immediately prior to such acquisition hold 50% or more of the Voting Stock of the ultimate parent of RYAM or
successor thereto immediately after such acquisition (provided no holder of the voting stock of RYAM as of immediately prior to such acquisition owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of RYAM immediately
after such acquisition); or 
 (3) RYAM, together with its direct or indirect Wholly Owned Subsidiaries, ceases to own 100%
of the Company’s Voting Stock. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of
depreciation and amortization expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment
benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. For purposes of calculating Consolidated Depreciation and Amortization Expense for RYAM, (a) at
all times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company
and the Restricted Subsidiaries. 
 “Consolidated First Lien Net Leverage Ratio” means, with respect to any Person, at any
date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries constituting First-Priority Obligations as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount not
to exceed $100 million of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of
determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. For purposes of calculating
the Consolidated First Lien Net Leverage Ratio for RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution
Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries. 
 In the event that RYAM, the Company
or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated First Lien Net Leverage Ratio is being calculated but prior to the event for which the
calculation of the Consolidated First Lien Net Leverage Ratio is made (the “Consolidated First Lien Net Leverage Calculation Date”), then the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to
such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided
that the Company may elect pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of
Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 

  
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 To the extent (i) the Company elects pursuant to an Officers’ Certificate delivered to
the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred or (ii) RYAM, the Company or any Restricted Subsidiary elects to treat Indebtedness as having been Incurred prior to the actual Incurrence
thereof pursuant to Section 4.03(c)(3), the Company shall deem all or such portion of such commitment or such Indebtedness, as applicable, as having been Incurred and to be outstanding for purposes of calculating the Consolidated First Lien Net
Leverage Ratio for any period in which the Company makes any such election and for any subsequent period until such commitments or such Indebtedness, as applicable, are no longer outstanding. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that RYAM,
the Company or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated First Lien Net Leverage
Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations,
discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had
occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into RYAM, the Company or any Restricted Subsidiary since the
beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each
case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable
four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated First Lien Net Leverage Ratio
shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in
good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officers’ Certificate,
to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated; provided that the aggregate amount of
operating expense reductions and other operating improvements or synergies for the period for which the Consolidated First Lien Net Leverage Ratio is being calculated shall not exceed 20% of EBITDA for such period (determined after giving effect to
any such adjustments). 
 If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Consolidated First Lien Net Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if
such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to
be the rate 

  
 -8- 








 
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average
exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant to interest rate Hedging Obligations, amortization of deferred financing
fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market valuation of Hedging
Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus 
 (2) consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus 

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any Securitization Financing
which are payable to Persons other than RYAM, the Company and the Restricted Subsidiaries; minus 
 (4) interest
income for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of calculating Consolidated Interest Expense for RYAM, (a) at all times prior to
the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted
Subsidiaries. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that: 

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or
expenses or charges, any severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, any expenses related to any reconstruction,
decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities 

  
 -9- 








 
opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses or charges related to any issuance of Equity Interests, Investment,
acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the
Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and transaction expenses incurred before, on or after the Issue Date), in each case, shall be excluded; 

(2) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such
Subsidiaries and including, without limitation, the effects of adjustments to (A) Capitalized Lease Obligations or (B) any other deferrals of income) in amounts required or permitted by GAAP, resulting from the application of purchase
accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded; 
 (3) the Net Income
for such period shall not include the cumulative effect of a change in accounting principles during such period; 
 (4) any
net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed
assets shall be excluded; 
 (5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto)
attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by management of the Company) shall be excluded; 

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early
extinguishment of indebtedness, Hedging Obligations or other derivative instruments shall be excluded; 
 (7) (a) the Net
Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or
distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period and (b) the Net Income for such Period shall include any dividend,
distribution or other payment in cash (or to the extent converted into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from any Person in excess of, but without
duplication of, the amounts included in subclause (a); 
 (8) solely for the purpose of determining the amount available for
Restricted Payments under clause (1) of the definition of “Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends
or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other 

  
 -10- 








 
distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein; 

(9) an amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect
of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes directly by such Person for such period; 

(10) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other
fair value adjustments arising pursuant to GAAP shall be excluded; 
 (11) any non-cash expense realized or resulting from
stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded; 

(12) any (a) non-cash compensation charges, (b) costs and expenses after the Issue Date related to employment of
terminated employees, or (c) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of
such Person or any Restricted Subsidiary, shall be excluded; 
 (13) accruals and reserves that are established or adjusted
within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; 

(14) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under
GAAP and related interpretations shall be excluded; 
 (15) any currency translation gains and losses related to currency
remeasurements of Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk, shall be excluded; 

(16) (a) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within
365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded and
(b) amounts actually received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included; and 

(17) non-cash charges for deferred tax asset valuation allowances shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04
pursuant to clauses (4) and (5) of the definition of “Cumulative Credit.” 

  
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 For purposes of calculating Consolidated Net Income for RYAM, (a) at all times prior to the
Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted
Subsidiaries. 
 “Consolidated Non-Cash Charges” means, with respect to any Person for any period, the non-cash expenses
(other than Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP,
provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the
extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period. For purposes of calculating Consolidated Non-Cash Charges for RYAM, (a) at all times prior to the
Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted
Subsidiaries. 
 “Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes based on
income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions
taken into account in calculating Consolidated Net Income. For purposes of calculating Consolidated Taxes for RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation,
Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries. 

“Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to the sum (without duplication) of
(1) the aggregate principal amount of all outstanding Indebtedness of RYAM, the Company and the Restricted Subsidiaries (excluding any undrawn letters of credit) consisting of bankers’ acceptances and Indebtedness for borrowed money, plus
(2) the aggregate amount of all outstanding Disqualified Stock of RYAM, the Company and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified Stock and Preferred Stock equal to the
greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP. 

“Consolidated Total Net Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Consolidated
Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount not to exceed $100 million of cash and Cash Equivalents in excess of any
Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full
fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. For purposes of calculating the Consolidated Total Net Leverage Ratio for RYAM, (a) at all
times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and
the Restricted Subsidiaries. 
 In the event that RYAM, the Company or any Restricted Subsidiary Incurs, repays, repurchases or redeems any
Indebtedness subsequent to the commencement of the period for which the Consolidated Total Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Con-

  
 -12- 








 
solidated Total Net Leverage Ratio is made (the “Consolidated Total Net Leverage Calculation Date”), then the Consolidated Total Net Leverage Ratio shall be calculated giving pro
forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter
period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or
reorganizations that RYAM, the Company or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Total
Net Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into RYAM, the Company or any Restricted
Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or
reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for
such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning
of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated Total Net
Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in
good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officers’ Certificate,
to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated; provided that the aggregate amount of
operating expense reductions and other operating improvements or synergies for the period for which the Consolidated Total Net Leverage Ratio is being calculated shall not exceed 20% of EBITDA for such period (determined after giving effect to any
such adjustments). 
 If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Consolidated Total Net Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such
Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such Indebtedness during 

  
 -13- 








 
the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average
exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends
or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent: 
 (1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, 
 (2) to advance or supply funds: 

(a) for the purchase or payment of any such primary obligation; or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Contribution” means the contribution by Rayonier Inc. of the SpinCo Assets and SpinCo Liabilities (each as defined in the
Form of Separation and Distribution Agreement attached as Exhibit 2.1 to the Form 10) to RYAM. 
 “Contribution Date” means
the date of the consummation of the Contribution. 
 “Corporate Trust Office” means the designated office of the Trustee in
the United States of America at which at any time its corporate trust business shall be administered, or such other address as the Trustee may designate from time to time by notice to the holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the holders and the Company). 

“Credit Agreement” means (i) the credit agreement expected to be entered into prior to the Distribution Date among the
Company, the guarantors named therein, the financial institutions named therein and Bank of America, N.A., as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original
lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of
the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof
(except to the extent any such refinancing, replacement or restructuring is designated by the Company not to be included in the definition of “Credit Agreement”) 

  
 -14- 








 
and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Company to be included in the definition of “Credit
Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of receivables to lenders or to special
purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or
bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, waived, extended, restructured,
repaid, renewed, refinanced, restated, replaced (whether or not upon termination, and whether with the original lenders or otherwise) or refunded in whole or in part from time to time. 

“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant thereto and
the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid,
refinanced or otherwise modified, in whole or in part, from time to time. 
 “Cumulative Credit” means the sum of (without
duplication): 
 (1) (a) $125 million plus (b) 50% of the Consolidated Net Income of RYAM for the period (taken as one
accounting period) from April 1, 2014 to the end of RYAM’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for
such period is a deficit, minus 100% of such deficit), plus 
 (2) 100% of the aggregate net proceeds, including cash
and the Fair Market Value (as determined in good faith by the Company) of property other than cash, received by RYAM after the Issue Date (other than net proceeds to the extent such net proceeds have been used to incur Indebtedness, Disqualified
Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)) from the issue or sale of Equity Interests of RYAM or any direct or indirect parent entity of RYAM (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded
Contributions, and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to RYAM, the Company or a Restricted Subsidiary), plus 

(3) 100% of the aggregate amount of contributions to the capital of RYAM received in cash and the Fair Market Value (as
determined in good faith by the Company) of property other than cash received by RYAM after the Issue Date (other than the Contribution, Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other
than contributions to the extent such contributions have been used to incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus 

(4) 100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the
case may be, of any Disqualified Stock of RYAM, the Company or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for
Equity Interests in RYAM (other than Disqualified Stock) or any direct or indirect parent of RYAM (provided, in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus 

  
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 (5) 100% of the aggregate amount received by RYAM, the Company or any Restricted
Subsidiary in cash and the Fair Market Value (as determined in good faith by the Company) of property other than cash received by RYAM, the Company or any Restricted Subsidiary from: 

(A) the sale or other disposition (other than to RYAM, the Company or a Restricted Subsidiary) of Restricted Investments made
by RYAM, the Company and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from RYAM, the Company and the Restricted Subsidiaries by any Person (other than RYAM, the Company or any Restricted Subsidiary)
and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)), 

(B) the sale (other than to RYAM, the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary,
or 
 (C) a distribution or dividend from an Unrestricted Subsidiary, plus 

(6) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated
or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into RYAM, the Company or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Company) of the Investment of RYAM, the Company or the
Restricted Subsidiaries in such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $25.0 million, shall be determined by the Board of Directors of the Company) at the time of such redesignation, combination or
transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or constituted a Permitted
Investment). 
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of
Default. 
 “Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Company) of
non-cash consideration received by RYAM, the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth such valuation, less
the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of RYAM or any direct or indirect parent of RYAM (other than Disqualified
Stock), that is issued for cash (other than to RYAM or any of its Subsidiaries or an employee stock ownership plan or trust established by RYAM or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officers’ Certificate, on the issuance date thereof. 
 “Disqualified Stock” means, with respect to any Person, any
Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: 

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a
change of control or asset sale), 

  
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 (2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such
Person or any of its Restricted Subsidiaries, or 
 (3) is redeemable at the option of the holder thereof, in whole or in
part (other than solely as a result of a change of control or asset sale), in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further,
however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of RYAM, the Company or their Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified
Stock solely because it may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any
class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Distribution Date” means the date (determined by the Board of Directors of Rayonier Inc. in its sole and absolute
discretion) of the consummation of the Spinoff. 
 “Domestic Subsidiary” means a Restricted Subsidiary that is not a
Foreign Subsidiary. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 

(1) Consolidated Taxes; plus 

(2) Fixed Charges and costs of surety bonds in connection with financing activities; plus 

(3) Consolidated Depreciation and Amortization Expense; plus 

(4) Consolidated Non-Cash Charges; plus 

(5) any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity
Interests, Investment, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i)
such fees, expenses or charges related to the Transactions, the Notes or any Bank Indebtedness, (ii) any amendment or other modification of the Notes or other Indebtedness and (iii) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Qualified Securitization Financing; plus 
 (6) business optimization expenses
and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract
termination costs, future lease commitments and excess pension charges); plus 
 (7) the amount of loss or discount on
sale of assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing; plus 

  
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 (8) any costs or expense incurred pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or any
Guarantor or net cash proceeds of an issuance of Equity Interests of RYAM (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus 

(9) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to
in clause (7) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in clauses (1) and (2) above relating to such joint venture corresponding to RYAM’s, the
Company’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary); plus 

(10) one-time costs associated with commencing Public Company Compliance; plus 

(11) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in the
“Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such period; and 

less, without duplication, to the extent the same increased Consolidated Net Income, 

(12) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any
items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period). 

For purposes of calculating the EBITDA for RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the
consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries. 

“Effective Time” means 11:59 p.m., New York City time, on the Distribution Date. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means any public or
private sale after the Issue Date of common Capital Stock or Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than: 

(1) public offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on
Form S-4 or Form S-8; 
 (2) issuances to any Subsidiary of the Company; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 

  
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 “Excluded Contributions” means the Cash Equivalents or other assets (valued at
their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Company) received by RYAM after the Issue Date from: 

(1) contributions to its common equity capital, and 

(2) the sale (other than to a Subsidiary of RYAM or the Company or to any Subsidiary management equity plan or stock option
plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of RYAM, 

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate. 

“Excluded Subsidiary” means (a) each Unrestricted Subsidiary, (b) each Domestic Subsidiary that is not a Wholly
Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), (c) each Domestic Subsidiary that is prohibited from guaranteeing the Notes by any requirement of law or that would require consent, approval, license or
authorization of a governmental authority to guarantee the Notes (unless such consent, approval, license or authorization has been received), (d) each Domestic Subsidiary that is prohibited by any applicable contractual requirement from
guaranteeing the Notes on the Issue Date or at the time such Subsidiary becomes a Subsidiary (to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof
is in effect), (e) any Foreign Subsidiary, (f) any Domestic Subsidiary (i) that owns no material assets (directly or through its Subsidiaries) other than equity interests of one or more Foreign Subsidiaries that are CFCs or
(ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC, (g) any Securitization Subsidiary and (h) any Subsidiary that is not a Material Subsidiary and that taken together with all other Wholly Owned
Domestic Subsidiaries being excluded pursuant to this clause (h), as of the last day of the fiscal quarter of RYAM most recently ended, did not have assets with a value in excess of 7.5% of the Total Assets or revenues representing in excess of 7.5%
of total revenues (including third party revenues but excluding intercompany revenues) of RYAM, the Company and their Wholly Owned Domestic Subsidiaries on a consolidated basis as of such date. 

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length
transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 

“First-Priority Obligations” means (i) all Secured Bank Indebtedness, (ii) Other First-Priority Obligations and
(iii) if such Hedging Obligations or obligations in respect of cash management services have been secured in the collateral that secures the First-Priority Obligations, all other obligations of RYAM, the Company or any of the Restricted
Subsidiaries in respect of Hedging Obligations or obligations in respect of cash management services in each case owing to a Person that is a holder of Secured Bank Indebtedness or an Affiliate of such holder at the time of entry into such Hedging
Obligations or obligations in respect of cash management services. 
 “Fixed Charge Coverage Ratio” means, with respect to
any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. For purposes of calculating the Fixed Charge Coverage Ratio for RYAM, (a) at all times prior to the Contribution
Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries.


  
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 In the event that RYAM, the Company or any of the Restricted Subsidiaries Incurs, repays,
repurchases or redeems any Indebtedness (other than in the case of any Qualified Securitization Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or
issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Fixed Charge Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that RYAM,
the Company or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for
purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and
other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into RYAM, the Company or any Restricted Subsidiary since the beginning of such period shall have
made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating
unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning
of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto
for such period as if such designation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this
definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma
calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officers’ Certificate, to reflect operating expense reductions and other operating improvements or synergies
reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated; provided that the aggregate amount of operating expense reductions and other operating improvements or synergies for the
period for which the Fixed Charge Coverage Ratio is being calculated shall not exceed 20% of EBITDA for such period (determined after giving effect to any such adjustments). 

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a
remaining term in excess of 12 months). Interest  

  
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on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average
exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated
Interest Expense (excluding amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified
Stock of such Person and its Restricted Subsidiaries. For purposes of calculating Fixed Charges for RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and
Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries. 

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America
or any state thereof or the District of Columbia. 
 “Form 10” means the Form 10 registration statement and any exhibit
thereto, in each case, filed by RYAM with the Commission (as amended, supplemented as modified from time to time prior to the Issue Date or after the Issue Date so long as such amendments, supplements and modifications are not materially adverse to
the holders of the Notes as determined in good faith by the Company). 
 “GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect
to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person
in good faith. 
 “Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by
any Guarantor in accordance with the provisions of this Indenture. 

  
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 “Guarantor” means (x) the Initial Guarantors and (y) any Subsidiary of
RYAM (other than the Company) that Incurs a Guarantee after the Contribution Date; provided that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements
and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to
protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 
 “holder” or
“noteholder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that
any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a
Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

(1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money,
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase
price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business that is not overdue by more than 90 days (or, if overdue by more than 90
days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more than twelve months after the date of placing the property in service or taking delivery and title thereto, (d) in
respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person
prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation of such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person
(whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Company) of such asset at such
date of determination, and (b) the amount of such Indebtedness of such other Person; 

  
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 provided, however, that, notwithstanding the foregoing, Indebtedness shall be
deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase
price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of Qualified Securitization Financing; (5) trade and other ordinary course payables, accrued expenses and
intercompany liabilities arising in the ordinary course of business that are not overdue by more than 90 days; (6) obligations in respect of cash management services; (7) in the case of RYAM, the Company and the Restricted Subsidiaries
(x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in connection with cash management, tax
and accounting operations of RYAM, the Company and the Restricted Subsidiaries; and (8) any obligations under Hedging Obligations; provided that such agreements are entered into for bona fide hedging purposes of RYAM, the Company or the
Restricted Subsidiaries (as determined in good faith by the board of directors or senior management of the Company, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange contract, currency swap
agreement, futures contract, option contract or other similar agreement, such agreements are related to business transactions of RYAM, the Company or the Restricted Subsidiaries entered into in the ordinary course of business and, in the case of any
interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement, such agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of RYAM, the Company or the Restricted Subsidiaries Incurred without violation of this Indenture. 

Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to,
the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting
for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness
under this Indenture. 
 “Indenture” means this Indenture as amended or supplemented from time to time. 

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of
nationally recognized standing, that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 

“Initial Guarantors” means RYAM and each of the Initial Subsidiary Guarantors. 

“Initial Subsidiary Guarantors” means (i) Rayonier Performance Fibers Global Sales and Distribution Company, LLC;
(ii) Rayonier Performance Fibers, LLC; (iii) Rayonier Properties, LLC; (iv) Rayonier Wood Procurement, LLC; (v) Rayonier China Limited; (vi) Rayonier Industries Ltd; (vii) Rayonier Far East Ltd; and (viii) Southern
Wood Piedmont Company. 
 “Interest Payment Date” has the meaning set forth in Exhibit A hereto. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the
equivalent) by S&P, or an equivalent rating by any other Rating Agency in the event that either Moody’s and/or S&P has not then rated the Notes. 

  
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 “Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents), 
 (2) securities that have a rating equal to or higher than Baa3 (or equivalent) by
Moody’s and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among RYAM and its Subsidiaries, 

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and
(2) which fund may also hold material amounts of cash pending investment and/or distribution, and 
 (4) corresponding
instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the
ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and
other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of
“Unrestricted Subsidiary” and Section 4.04: 
 (1) “Investments” shall include the portion
(proportionate to (A) at all times prior to the Contribution Date, the Company’s or RYAM’s, as applicable, equity interest in such Subsidiary and (B) from and after the Contribution Date, RYAM’s equity interest in such
Subsidiary (other than the Company)) of the Fair Market Value (as determined in good faith by RYAM or the Company, as applicable) of the net assets of such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, (i) at all times prior to the Contribution Date, the Company or RYAM, as applicable, and (ii) from and after the Contribution Date,
RYAM, shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 

(a) its “Investment” in such Subsidiary at the time of such redesignation less 

(b) the portion (proportionate to its equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith
by the Company) of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by RYAM or the Company, as applicable) at the time of such transfer, in each case as determined in good faith by the Board of Directors of
the Company. 

  
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 “Issue Date” means the date on which the Notes are originally issued. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an
operating lease or an agreement to sell be deemed to constitute a Lien. 
 “Material Subsidiary” means (a) at all
times prior to the Contribution Date, any Wholly Owned Domestic Subsidiary of the Company or RYAM and (b) from and after the Contribution Date, any Wholly Owned Domestic Subsidiary of RYAM (other than the Company), in each case, that as of the
last day of the fiscal quarter of RYAM most recently ended, had assets with a value in excess of 2.5% of the Total Assets or revenues representing in excess of 2.5% of total revenues (including third party revenues but excluding intercompany
revenues) of RYAM, the Company and their Wholly Owned Domestic Subsidiaries on a consolidated basis as of such date. 

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. For purposes of calculating Net Income for RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the
consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of RYAM, the Company and the Restricted Subsidiaries. 

“Net Proceeds” means the aggregate cash proceeds received by RYAM, the Company or any Restricted Subsidiary in respect of any
Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Indebtedness relating to the disposed assets or other consideration received in any other
non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales
commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (including Tax Distributions and after taking into account any available tax credits or deductions and any tax sharing arrangements
related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, and
any deduction of appropriate amounts to be provided by RYAM, the Company and the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by RYAM, the
Company and the Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction. 
 “Notes Obligations” means Obligations in respect of the
Notes, this Indenture and the Guarantees. 
 “Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ 

  
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acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or
indemnifications in favor of third parties other than the Trustee and the holders of the Notes. 
 “Offering Memorandum”
means the offering memorandum, dated May 8, 2014, relating to the issuance of the Initial Notes. 
 “Officer” means,
with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person. 

“Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by two Officers
of such Person, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, which meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means, with respect to any Person, a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to such Person. 
 “Other First-Priority Obligations” means other
Indebtedness or Obligations of RYAM, the Company and the Restricted Subsidiaries that are equally and ratably secured with Secured Bank Indebtedness. 

“Pari Passu Indebtedness” means: (a) with respect to the Company, the Notes and any Indebtedness which ranks pari passu
in right of payment to the Notes; and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee. 

“Permitted Investments” means: 

(1) any Investment in RYAM, the Company or any Restricted Subsidiary; 

(2) any Investment in Cash Equivalents or Investment Grade Securities; 

(3) any Investment by RYAM, the Company or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a
result of such Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or
substantially all of its assets to, or is liquidated into, RYAM, the Company or a Restricted Subsidiary; 
 (4) any
Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 4.06 or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting
of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or
(y) as otherwise permitted under this Indenture; 

  
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 (6) loans and advances to officers, directors, employees or consultants of RYAM,
the Company or any of their Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $30
million at the time of Incurrence, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of RYAM or any direct or indirect parent of
RYAM solely to the extent that the amount of such loans and advances shall be contributed to the Company in cash as common equity; 

(7) any Investment acquired by RYAM, the Company or any Restricted Subsidiary (a) in exchange for any other Investment or
accounts receivable held by RYAM, the Company or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as
a result of a foreclosure by RYAM, the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.03(b)(x); 

(9) any Investment by RYAM, the Company or any Restricted Subsidiary in a Similar Business having an aggregate Fair Market
Value (as determined in good faith by the Company), taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the sum of (x) the greater of $100 million and 4.0% of Total
Assets at the time such Investment is made, plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of
any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is
made in any Person that is not RYAM, the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes RYAM, the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed
to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be RYAM, the Company or a Restricted Subsidiary; 

(10) additional Investments by RYAM, the Company or any Restricted Subsidiary having an aggregate Fair Market Value (as
determined in good faith by the Company), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of $150 million and 6.0% of Total Asset as of
the date of such Investment plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in
any Person that is not RYAM, the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes RYAM, the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have
been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be RYAM, the Company or a Restricted Subsidiary; 

(11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other
similar expenses, in each case Incurred in the ordinary 

  
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course of business or consistent with past practice or to fund such person’s purchase of Equity Interests of RYAM or any direct or indirect parent of RYAM; 

(12) Investments the payment for which consists of Equity Interests of RYAM (other than Disqualified Stock) or any direct or
indirect parent of RYAM, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of “Cumulative Credit”; 

(13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions
of Section 4.07(b) (except transactions described in clauses (ii), (iv), (vi), (ix)(B) and (xvi) of Section 4.07(b)); 

(14) guarantees issued in accordance with Section 4.03 and Section 4.11 including, without limitation, any guarantee
or other obligation issued or incurred under the Credit Agreement in connection with any letter of credit issued for the account of RYAM or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under,
such letters of credit); 
 (15) Investments consisting of or to finance purchases and acquisitions of inventory, supplies,
materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property; 
 (16) any
Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the
arrangements governing such Qualified Securitization Financing or any related Indebtedness; 
 (17) any Investment in an
entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells Securitization Assets pursuant to a Securitization Financing; 

(18) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or
consolidated with RYAM, the Company or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger,
amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(19) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection
or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; 
 (20) advances in the form of
a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of RYAM, the Company or the Restricted Subsidiaries; 

(21) any Investment in any Subsidiary of RYAM or any joint venture in connection with intercompany cash management arrangements
or related activities arising in the ordinary course of business; and 
 (22) the purchase of Equity Interests in each of
CoBank, ACB and the other applicable Farm Credit Lenders (or their designated affiliates) in accordance with each such Farm Credit 

  
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Lender’s applicable bylaws and capital plan in connection with the Credit Agreement expected to be entered into prior to the Distribution Date. 

“Permitted Liens” means, with respect to any Person: 

(1) pledges or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such
Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the
ordinary course of business; 
 (2) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of
judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; 

(3) Liens for taxes, assessments or other governmental charges not yet overdue by more than 30 days or that are being contested
in good faith by appropriate proceedings; 
 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or
with respect to other regulatory requirements or letters of credit, bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(5) minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary
course of business or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(6) (A) Liens on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor
permitted to be Incurred pursuant to Section 4.03; 
 (B) Liens securing (x) Indebtedness Incurred pursuant to
Section 4.03(b)(i) and (y) any other Indebtedness permitted to be Incurred under this Indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds
therefrom, the Consolidated First Lien Net Leverage Ratio of RYAM does not exceed 3.00 to 1.00; and 
 (C) Liens securing
Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (iv), (xiv) (to the extent such guarantees are issued in respect of any Indebtedness) or (xvi) of Section 4.03(b); 

  
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 (7) Liens existing on the Issue Date (other than Liens in favor of the lenders
under the Credit Agreement); 
 (8) Liens on assets, property or shares of stock of a Person at the time such Person becomes
a Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such other Person becoming such
a Subsidiary; provided, further, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) may not extend to any other property owned by RYAM, the Company or any Restricted Subsidiary
(other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); 

(9) Liens on assets or property at the time RYAM, the Company or a Restricted Subsidiary acquired the assets or property,
including any acquisition by means of a merger, amalgamation or consolidation with or into RYAM, the Company or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to
Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens (other than Liens to secure Indebtedness Incurred pursuant to
Section 4.03(b)(xvi)) may not extend to any other property owned by RYAM, the Company or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on
property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); 
 (10)
Liens securing Indebtedness or other obligations of RYAM, the Company or a Restricted Subsidiary owing to RYAM, the Company or another Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03; 

(11) Liens securing Hedging Obligations not incurred in violation of this Indenture; provided that with respect to
Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness (other than Hedging Obligations constituting First Priority Obligations); 

(12) Liens on inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of
documentary letters of credit, bank guarantees or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of RYAM,
the Company or any of the Restricted Subsidiaries; 
 (14) Liens arising from Uniform Commercial Code financing statement
filings regarding operating leases or other obligations not constituting Indebtedness; 
 (15) Liens in favor of RYAM, the
Company or any Guarantor; 
 (16) Liens on assets of the type specified in the definition of “Securitization
Financing” Incurred in connection with a Qualified Securitization Financing; 
 (17) pledges and deposits and other
Liens made in the ordinary course of business to secure liability to insurance carriers; 

  
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 (18) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(19) leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in
the ordinary course of business; 
 (20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11), (15) and (25) of this definition; provided,
however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on
and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being
refinanced, refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable)
or, if greater, committed amount of the applicable Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15) and (25) at the time the original Lien became a Permitted Lien under this Indenture, (B) unpaid accrued
interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement;
provided, further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness
Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under
clause (6)(B) or (6)(C); 
 (21) Liens on equipment of RYAM, the Company or any Restricted Subsidiary granted in the
ordinary course of business to RYAM’s, the Company’s or such Restricted Subsidiary’s client at which such equipment is located; 

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights
related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of
goods entered into in the ordinary course of business; 
 (24) Liens incurred to secure cash management services or to
implement cash pooling arrangements in the ordinary course of business; 
 (25) other Liens securing obligations the
outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens incurred under this clause (25) that are at that time outstanding, exceed the greater of $125 million and 5.0% of
Total Assets at the time of incurrence; 
 (26) any encumbrance or restriction (including put and call arrangements) with
respect to Capital Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement; 

  
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 (27) any amounts held by a trustee in the funds and accounts under an indenture
securing any revenue bonds issued for the benefit of RYAM, the Company or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to
customary discharge, redemption or defeasance provisions; 
 (28) Liens (i) arising by virtue of any statutory or common
law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other
commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of
business and not for speculative purposes; 
 (29) Liens (i) in favor of credit card companies pursuant to agreements
therewith and (ii) in favor of customers; 
 (30) Liens disclosed by the title insurance policies delivered pursuant to
the Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such
replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Indenture; 

(31) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers,
suppliers or service providers of RYAM, the Company or any Restricted Subsidiary in the ordinary course of business; 
 (32)
in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; 

(33) agreements to subordinate any interest of RYAM, the Company or any Restricted Subsidiary in any accounts receivable or
other prices arising from inventory consigned by RYAM, the Company or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; 

(34) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of
the definition thereof; and 
 (35) Liens securing insurance premium financing arrangements; provided that such Liens
are limited to the applicable unearned insurance premiums. 
 “Person” means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution,
or winding up. 
 “Pre-Spin Transactions” means, collectively, the transactions to be undertaken by RYAM, the Company and
their Subsidiaries concurrently with, prior to, or within ten (10) business days after the Dis- 

  
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tribution Date, including (i) transfers of any assets of RYAM, the Company or any of their Subsidiaries or any Equity Interests in RYAM, the Company or any of their Subsidiaries,
(ii) any dividends or distributions by the Company to Rayonier TRS Holdings Inc. or by RYAM to Rayonier Inc., (iii) the repayment of any intercompany indebtedness of RYAM, the Company or any of their Subsidiaries to Rayonier Inc. or any of
its Subsidiaries, (iv) the assumption of liabilities by RYAM, the Company or any of their Subsidiaries in connection with the Separation, (v) any transaction described in the Form 10 and (vi) any related intercompany transactions that
RYAM or the Company deems reasonably necessary or beneficial in connection therewith. 
 “Public Company Compliance” means
compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed
companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees. 

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the
following conditions: 
 (1) the Board of Directors of the Company shall have determined in good faith that such Qualified
Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Securitization Subsidiary; 

(2) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at Fair Market Value (as
determined in good faith by the Company); and 
 (3) the financing terms, covenants, termination events and other provisions
thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
 The
grant of a security interest in any Securitization Assets of RYAM, the Company or any Restricted Subsidiary (other than a Securitization Subsidiary) to secure Bank Indebtedness, Indebtedness in respect of the Notes or any Refinancing Indebtedness
with respect to the Notes shall not be deemed a Qualified Securitization Financing. 
 “Rating Agency” means (1) each
of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule
15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Company or any direct or indirect parent of the Company as a replacement agency for Moody’s or S&P, as the case may be. 

“Record Date” has the meaning specified in Exhibit A hereto. 

“Restricted Cash” means cash and Cash Equivalents held by RYAM, the Company and the Restricted Subsidiaries that would appear
as “restricted” on a consolidated balance sheet of RYAM, the Company or any of the Restricted Subsidiaries. 
 “Restricted
Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” means, with respect
to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all refer- 

  
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ences to Restricted Subsidiaries shall (a) at all times prior to the Contribution Date, mean Restricted Subsidiaries of the Company and RYAM and (b) from and after the Contribution
Date, mean Restricted Subsidiaries of RYAM (other than the Company). 
 “Sale/Leaseback Transaction” means an arrangement
relating to property now owned or hereafter acquired by RYAM, the Company or a Restricted Subsidiary whereby RYAM, the Company or such Restricted Subsidiary transfers such property to a Person and RYAM, the Company or such Restricted Subsidiary
leases it from such Person, other than leases between any of RYAM, the Company and a Restricted Subsidiary or between Restricted Subsidiaries. 

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof. 

“SEC” means the Securities and Exchange Commission. 

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred
pursuant to clause (6) of the definition of Permitted Liens, as designated by the Company to be included in this definition. 

“Secured Indebtedness” means any Consolidated Total Indebtedness secured by a Lien. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Securitization Assets” means any of the following assets (or interests therein) from time to time
originated, acquired or otherwise owned by RYAM, the Company or any Restricted Subsidiary or in which RYAM, the Company or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are
located: (1) accounts receivable (including any bills of exchange), (2) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services,
(3) revenues related to distribution and merchandising of the products of RYAM, the Company and the Restricted Subsidiaries, (4) intellectual property rights relating to the generation of any of the foregoing types of assets,
(5) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof and
(6) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Company in good faith). 

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any
participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Securitization Financing. 

“Securitization Financing” means any transaction or series of transactions that may be entered into by RYAM, the Company or
any of their Subsidiaries pursuant to which RYAM, the Company or any of their Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by RYAM or any of its Subsidiaries); and
(b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of RYAM, the Company or any of their Subsidiaries,
and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets
and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization As- 

  
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sets and any Hedging Obligations entered into by RYAM, the Company or any such Subsidiary in connection with such Securitization Assets. 

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified
Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a Securitization Asset or portion thereof becoming subject to any asserted
defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Securitization Subsidiary” means a Wholly Owned Restricted Subsidiary (or another Person formed for the purposes of engaging
in Qualified Securitization Financing with RYAM or the Company in which RYAM, the Company or any of their Subsidiaries makes an Investment and to which RYAM, the Company or any their Subsidiary transfers Securitization Assets and related assets)
which engages in no activities other than in connection with the financing of Securitization Assets of RYAM, the Company and their Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating
thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of RYAM or the Company (as provided below) as a Securitization Subsidiary and: 

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by RYAM,
the Company or any other Restricted Subsidiary (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates RYAM, the
Company or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of RYAM, the Company or any other Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
 (b)
with which neither RYAM, the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to RYAM, the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company (other than pursuant to Standard Securitization Undertakings); and 

(c) to which neither RYAM, the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such
entity’s financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings). 

Any such designation by the Board of Directors of RYAM or the Company, as applicable, shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of RYAM or the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 

“Separation” means the separation of (x) the business, operations and activities of the Performance Fibers segment of
Rayonier Inc. conducted at any time prior to the Effective Time by Rayonier Inc., RYAM or any of their current or former respective subsidiaries and any terminated, divested or discontinued businesses, operations and activities that, at the time of
termination, divestiture or discontinuation, primarily related to the foregoing as then conducted from (y) all other businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated,
divested or discontinued) conducted at any time prior to the Effective Time by Rayonier Inc. or its subsidiaries. 

  
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 “Significant Subsidiary” means (a) at all time prior to the Contribution
Date, any Initial Subsidiary Guarantor and (b) from and after the Contribution Date, any Restricted Subsidiary, in each case, that would be a “Significant Subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by
the SEC (or any successor provisions). 
 “Similar Business” means any business (x) the majority of whose revenues are
derived from business or activities conducted by RYAM, the Company and their Subsidiaries on the Issue Date, (y) that is a natural outgrowth or reasonable extension, development, expansion of any business or activities conducted by RYAM, the
Company and their subsidiaries on the Issue Date or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing and (z) any business that in the Company’s good faith business judgment
constitutes a reasonable diversification of businesses conducted by RYAM, the Company and their Subsidiaries. 
 “Spinoff”
means the distribution by Rayonier Inc., on a pro rata basis, of all of the outstanding shares of common stock of RYAM owned by Rayonier Inc. to holders of common shares of Rayonier Inc. on the applicable record date. 

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of
performance entered into by RYAM, the Company or any of their Subsidiaries which the Company has determined in good faith to be customary in a Securitization Financing including, without limitation, those relating to the servicing of the assets of a
Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the
final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
 “Subordinated
Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor
which is by its terms subordinated in right of payment to its Guarantee. 
 “Subsidiary” means, with respect to any Person,
(1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or
a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership
interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 

“Suspension Period” means the period of time between a Covenant Suspension Event and the related Reversion Date. 

“Tax Distributions” means any distributions described in Section 4.04(b)(xii). 

  
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 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as
in effect on the date of this Indenture. 
 “Total Assets” means the total consolidated assets of RYAM, the Company and the
Restricted Subsidiaries, as shown on the most recent balance sheet of RYAM, calculated on a pro forma basis after giving effect to any subsequent acquisition or disposition of a Person or business. For purposes of calculating Total Assets for
RYAM, (a) at all times prior to the Contribution Date pro forma effect will be given to the consummation of the Separation, Contribution and Spinoff and (b) from and after the Contribution Date, such calculation shall be made in respect of
RYAM, the Company and the Restricted Subsidiaries. 
 “Transactions” means the (a) the issuance and sale of the Notes
pursuant to the Offering Memorandum, (b) the entering into of the Credit Agreement and the making of borrowings thereunder and (c) the Separation and Spinoff (and the transactions related thereto) as described in the Form 10. 

“Treasury Rate” means, as of the applicable redemption date, as determined by the Company, the yield to maturity as of such
redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to
such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 1, 2019; provided, however,
that if the period from such redemption date to June 1, 2019, as applicable, is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trust Officer” means: 

(1) any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity with the particular subject, and 
 (2)
who shall have direct responsibility for the administration of this Indenture. 
 “Trustee” means the party named as such
in this Indenture until a successor replaces it and, thereafter, means the successor. 
 “Uniform Commercial Code” or
“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to
apply to any item or items. 
 “Unrestricted Subsidiary” means: 

(1) (a) at all times prior to the Contribution Date, any Subsidiary of RYAM or the Company and (b) from and after the
Contribution Date, any Subsidiary of RYAM (other than the Company) that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of RYAM or the Company, as applicable, in the manner provided below; and

 (2) any Subsidiary of an Unrestricted Subsidiary. 

  
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 RYAM or the Company may designate any Subsidiary of RYAM or the Company, as applicable
(including any newly acquired or newly formed Subsidiary of RYAM or the Company) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns
or holds any Lien on any property of, RYAM, the Company or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so
designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of RYAM, the Company or any of the Restricted Subsidiaries unless
otherwise permitted under Section 4.04; provided, further, however, that either: 
 (a) the
Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 
 (b) if such Subsidiary has consolidated
assets greater than $1,000, then such designation would be permitted under Section 4.04. 
 RYAM or the Company may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: 

(x) (1) RYAM could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.03(a) or (2) the Fixed Charge Coverage Ratio of RYAM would be no less than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 

(y) no Event of Default shall have occurred and be continuing. 

Any such designation by RYAM or the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of
the Board of Directors or any committee thereof of RYAM or the Company, as applicable, giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Government Obligations” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government
Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person. 

  
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 “Weighted Average Life to Maturity” means, when applied to any Indebtedness or
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal
payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments. 

“Wholly Owned Domestic Subsidiary” is any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary. 

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 

SECTION 1.02 Other Definitions. 
  

			
	 Term
	  	Section
	 $
	  	1.03(j)
	 Affiliate Transaction
	  	4.07(a)
	 Agent Members
	  	Appendix A
	 Asset Sale Offer
	  	4.06(b)
	 Authentication Order
	  	2.03
	 Bankruptcy Law
	  	6.01
	 Change of Control Offer
	  	4.08(b)
	 Company
	  	Preamble
	 covenant defeasance option
	  	8.01(b)
	 Covenant Suspension Event
	  	4.16
	 Custodian
	  	6.01
	 Definitive Note
	  	Appendix A
	 Depository
	  	Appendix A
	 Event of Default
	  	6.01
	 Excess Proceeds
	  	4.06(b)
	 Global Notes
	  	Appendix A
	 Global Notes Legend
	  	Appendix A
	 Guaranteed Obligations
	  	12.01(a)
	 IAI
	  	Appendix A
	 incorporated provision
	  	13.01
	 Increased Amount
	  	4.12(d)
	 Initial Notes
	  	Preamble
	 legal defeasance option
	  	8.01(b)
	 Notes
	  	Preamble
	 Notes Custodian
	  	Appendix A
	 Notice of Default
	  	6.01
	 Offer Period
	  	4.06(d)
	 Paying Agent
	  	2.04(a)
	 Permitted Jurisdictions
	  	5.01(a)


  
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	 Term
	  	Section
	protected purchaser	  	2.08
	QIB	  	Appendix A
	Refinancing Indebtedness	  	4.03(b)(xv)
	Refunding Capital Stock	  	4.04(b)(ii)
	Registrar	  	2.04(a)
	Regulation S	  	Appendix A
	Regulation S Global Notes	  	Appendix A
	Regulation S Notes	  	Appendix A
	Regulation S Permanent Global Note	  	Appendix A
	Regulation S Temporary Global Note	  	Appendix A
	Restricted Notes Legend	  	Appendix A
	Restricted Payments	  	4.04(a)
	Restricted Period	  	Appendix A
	Retired Capital Stock	  	4.04(b)(ii)
	Reversion Date	  	4.16
	Rule 144A	  	Appendix A
	Rule 144A Global Notes	  	Appendix A
	Rule 144A Notes	  	Appendix A
	Rule 501	  	Appendix A
	RYAM	  	Preamble
	Second Commitment	  	4.06(b)
	Special Mandatory Redemption	  	3.09(a)
	Special Mandatory Redemption Date	  	3.09(b)
	Special Mandatory Redemption Price	  	3.09(a)
	Successor Company	  	5.01(a)(i)
	Successor Guarantor	  	5.1(b)(i)
	Suspended Covenants	  	4.16
	Tax Group	  	4.04(b)(xii)
	Transfer Restricted Definitive Notes	  	Appendix A
	Transfer Restricted Global Notes	  	Appendix A
	Transfer Restricted Notes	  	Appendix A
	Trigger Date	  	3.09(a)
	Trustee	  	Preamble
	U.S. dollars	  	1.03(j)
	Unrestricted Definitive Notes	  	Appendix A
	Unrestricted Global Notes	  	Appendix A

 SECTION 1.03 Rules of Construction. Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) “including” means including without limitation; 

  
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 (e) words in the singular include the plural and words in the plural include the
singular; 
 (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by
virtue of its nature as unsecured Indebtedness; 
 (g) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 

(i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; and 

(j) “$” and “U.S. dollars” each refer to United States dollars, or such other money of the
United States of America that at the time of payment is legal tender for payment of public and private debts. 
 ARTICLE II 

THE NOTES 
 SECTION 2.01
Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $550,000,000. 

The Company may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long
as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture.
With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.08, 4.06(e),
4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Company and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 
 (1)
the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; 
 (2)
the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and 

(3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes
and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in
addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be ex-

  
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changed in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary
for such Global Note or a nominee thereof. 
 If any of the terms of any Additional Notes are established by action taken pursuant to a
resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. 
 The Initial Notes and any
Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the
Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. 

SECTION 2.02 Form and Dating. Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and
expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication
shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements
to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be
issuable only in registered form without interest coupons and in denominations of $2,000 and any integral multiples of $1,000 in excess thereof, provided that Notes may be issued in denominations of less than $2,000 solely to accommodate book-entry
positions that have been created by the Depository in denominations of less than $2,000. 
 SECTION 2.03 Execution and
Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the
date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication
Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be
Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a
principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. 
 One Officer shall sign the Notes for the Company
by manual or PDF signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates
the Note, the Note shall be valid nevertheless. 
 A Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

  
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 The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to
authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices
and demands. 
 SECTION 2.04 Registrar and Paying Agent. 

(a) The Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the
“Registrar”) and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Company
initially appoints the Trustee as Registrar, Paying Agent and the Notes Custodian with respect to the Global Notes. 
 (b) The Company may
enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company, RYAM or any their wholly owned domestically organized Subsidiaries may act as Paying Agent or Registrar. 

(c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Company and
such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with
clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee
in accordance with Section 7.08. 
 SECTION 2.05 Paying Agent to Hold Money in Trust. Prior to 10:00 a.m., New York City time,
on each due date of the principal of and interest on any Note, the Company shall deposit with each Paying Agent (or if RYAM, the Company or any of their wholly owned domestically organized Subsidiaries is acting as Paying Agent, segregate and hold
in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall
hold in trust for the benefit of holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee in writing of any default by the Company in making any such payment. If
RYAM, the Company or any of their wholly owned domestically organized Subsidiaries acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money
delivered to the Trustee. 

  
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 SECTION 2.06 Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of holders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business
Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders. 

SECTION 2.07 Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a
Note for registration of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among
other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make, and the Registrar need not register, transfers
or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be
redeemed. 
 Prior to the due presentation for registration of transfer of any Note, the Company, the Guarantors, the Trustee, the Paying
Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note is overdue, and none of the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 All Notes issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
 None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by
the Depository. 

  
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 SECTION 2.08 Replacement Notes. If a mutilated Note is surrendered to the Registrar or if
the holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met,
such that the holder (a) satisfies the Company and the Trustee within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such
notification, (b) makes such request to the Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and
(c) satisfies any other reasonable requirements of the Company and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Company, with respect to the Company, to
protect the Company, the Trustee, the Paying Agent and the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Company and the Trustee may
charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about
to become due and payable, the Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. 
 Every
replacement Note is an additional obligation of the Company. 
 The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 

SECTION 2.09 Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.06, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on
that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.10 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures. The Company may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in
place of canceled Notes other than pursuant to the terms of this Indenture. 
 SECTION 2.11 Defaulted Interest. If the Company
defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest then borne by the Notes (plus interest on such de-

  
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faulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are holders on a subsequent special record date. The Company shall fix
or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid. 
 SECTION 2.12 CUSIP Numbers, ISINs, Etc. The Company in issuing the Notes may use
CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use), and the Trustee shall use any such CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to holders;
provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption, that reliance may be
placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any such CUSIP
numbers, ISINs and “Common Code” numbers. 
 SECTION 2.13 Calculation of Principal Amount of Notes. The aggregate principal
amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the holders of a specified percentage of
the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by
(b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, and Section 13.06 of this Indenture. Any calculation of the
Applicable Premium made pursuant to this Section 2.13 shall be made by the Company and delivered to the Trustee pursuant to an Officers’ Certificate. 

ARTICLE III 
 REDEMPTION

 SECTION 3.01 Redemption. The Notes may be redeemed, in whole or from time to time in part, subject to the conditions and at
the redemption prices set forth in Paragraph 5 of the form of Note set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to, but excluding, the
redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

SECTION 3.02 Applicability of Article. Redemption of Notes at the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and this Article III. 
 SECTION 3.03 Notices to
Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the Note, the Company shall notify the Trustee in an Officers’ Certificate of (i) the Section of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Company shall give notice to the Trustee provided for in this paragraph at least 30 days
but not more than 60 days before a redemption date if the redemption is a redemption pursuant to Paragraph 5 of the Note. The Company may also include a request in such Officers’ Certificate that the Trustee give the notice of redemption in the
Company’s name and at its expense and setting forth the information to be stated 

  
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in such notice as provided in Section 3.05. Any such notice may be canceled if written notice from the Company of such cancellation is actually received by the Trustee on the Business Day
immediately prior to notice of such redemption being mailed to any holder or otherwise delivered in accordance with the applicable procedures of the Depository and shall thereby be void and of no effect. The Company shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 3.04. 
 SECTION 3.04
Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which
the Notes are listed (and the Company shall notify the Trustee of any such listing), or if the Notes are not so listed, on a pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate
(and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in
amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the
Notes or portions of Notes to be redeemed. 
 SECTION 3.05 Notice of Optional Redemption. 

(a) At least 30 but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Company shall mail or cause to be
mailed by first-class mail, or delivered electronically if held by the Depository, a notice of redemption to each holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may be
mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII. 

Any such notice shall identify the Notes to be redeemed and shall state: 

(i) the redemption date; 

(ii) the redemption price and the amount of accrued interest to, but excluding, the redemption date; 

(iii) the name and address of the Paying Agent; 

(iv) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued and
unpaid interest; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal
amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 

(vi) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 

  
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 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any,
printed on the Notes being redeemed; and 
 (viii) that no representation is made as to the correctness or accuracy of the
CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes. 
 (b) At the
Company’s request, the Trustee shall deliver the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall notify the Trustee of such request at least seven (7) Business Days (or
such shorter period as is acceptable to the Trustee) prior to the date such notice is to be provided to holders. Such notice may not be canceled once delivered to holders of Notes. 

SECTION 3.06 Effect of Notice of Redemption. Once notice of redemption is mailed or otherwise delivered in accordance with
Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the final paragraph of paragraph 5 of the Notes. Upon surrender to the Paying Agent,
such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest to, but excluding, the redemption date; provided, however, that if the redemption date is after a regular Record Date and on
or prior to the next Interest Payment Date, the accrued interest shall be payable to the holder of the redeemed Notes registered on the relevant Record Date. Failure to give notice or any defect in the notice to any holder shall not affect the
validity of the notice to any other holder. 
 SECTION 3.07 Deposit of Redemption Price. With respect to any Notes, prior to 10:00
a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent (or, if RYAM, the Company or any of their wholly owned domestically organized Subsidiaries is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Company to the
Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the redemption price of,
plus accrued and unpaid interest on, the Notes or portions thereof to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. 

SECTION 3.08 Notes Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall
state the portion of the principal amount thereof to be redeemed. Upon surrender and cancellation of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the holder (at the Company’s expense) a new
Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled. 
 SECTION 3.09 Special Mandatory
Redemption. 
 (a) In the event that the Distribution Date does not occur on or prior to September 15, 2014, or the Spinoff is
abandoned at any time prior thereto (September 15, 2014 or such earlier date of abandonment, the “Trigger Date”), then the Company will redeem in whole and not in part (the “Special Mandatory Redemption”) the
aggregate principal amount of the Notes outstanding on the Special Mandatory Redemption Date at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest from the Issue Date to, but excluding,
the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”) (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). For the
avoidance of 

  
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 doubt, it is acknowledged and agreed that in no event shall the Trustee have any responsibility to determine the
Special Mandatory Redemption Price. 
 (b) The Company shall cause a notice of special mandatory redemption to be mailed to the Trustee and
mailed, or delivered electronically if held by the Depository, to the holders of the Notes at their registered addresses in accordance with clauses (i) through (viii) (except clause (v)) of Section 3.05(a) no later than the business
day following the Trigger Date, which shall provide for the redemption of the Notes on the third business day (the “Special Mandatory Redemption Date”) following the date of such notice. Upon the deposit of funds sufficient to pay
the Special Mandatory Redemption Price of all notes to be redeemed on the Special Mandatory Redemption Date with the Trustee or the Paying Agent on or before such Special Mandatory Redemption Date, the Notes will cease to bear interest and all
rights under the Notes shall terminate. 
 (c) The provisions described in this Section 3.09 may not be waived or modified without the
written consent of all holders of the Notes. 
 ARTICLE IV 

COVENANTS 
 SECTION 4.01
Payment of Notes; Segregated Account. The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 10:00 a.m., New York City time, money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. 
 The Company shall pay interest on
overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful. 

The Company shall maintain the proceeds of the Initial Notes in a segregated account to fund any redemption required by Section 3.09
until such time as the Company shall have made a dividend or other distribution of such proceeds to Rayonier TRS Holdings Inc. in connection with the Separation. 

SECTION 4.02 Reports and Other Information. 

(a) Notwithstanding that RYAM and the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, RYAM will file with the SEC (and upon written request provide the Trustee and
holders with copies thereof, without cost to each holder, within 5 days after receipt of such request): 
 (i) within the
time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or
comparable form), except to the extent permitted to be excluded by the SEC; 
 (ii) within the time period specified in the
SEC’s rules and regulations for non-accelerated filers (except for any delay permitted by Rule 13a-13(a) promulgated under the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the
infor-

  
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mation required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC; provided that such report for the
fiscal quarter ending on June 30, 2014 shall not be required to be filed (or provided to the Trustee or the holders, if so requested) any earlier than 90 days after the end of such fiscal quarter; 

(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the
time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; and 

(iv) subject to the foregoing, any other information, documents and other reports which RYAM would be required to file with the
SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 
 provided, however, that RYAM shall not be so obligated to file such
reports with the SEC if the SEC does not permit such filing, in which event RYAM will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case, within 5
days after the time RYAM would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act as provided above; provided, further, that such reports will not be required to contain
the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision); provided, however, that
textual disclosure of assets, revenue, EBITDA and liabilities of non-Guarantors (if any) shall be included. In addition to providing such information to the Trustee, RYAM shall make available to the holders, prospective investors, market makers
affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any
comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. 

If RYAM or the Company has designated any of their Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group
of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of RYAM, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a
reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of RYAM, the Company and the Restricted Subsidiaries separate from the financial
condition and results of operations of such Unrestricted Subsidiaries. 
 (b) In the event that: 

(i) the rules and regulations of the SEC permit RYAM and any direct or indirect parent of RYAM to report at such parent
entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of RYAM, or 

(ii) any direct or indirect parent of RYAM is or becomes a Guarantor of the Notes, 

consolidating reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for RYAM will satisfy
this Section 4.02, and RYAM is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to RYAM by furnishing financial information relating to such direct or indirect parent; provided
that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating 

  
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to such direct or indirect parent and any of its Subsidiaries other than RYAM and its Subsidiaries, on the one hand, and the information relating to RYAM and its Subsidiaries on a standalone
basis, on the other hand.  
 (c) In addition, RYAM will make such information available to prospective investors upon request. In
addition, RYAM shall, after the Distribution Date and for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain
information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(d) Notwithstanding the foregoing, RYAM will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and
the holders if RYAM has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any
website. 
 (e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational
purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including RYAM’s or the Company’s compliance with any
of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 SECTION
4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) (i) RYAM and the
Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) RYAM and the Company shall not
permit any of the Restricted Subsidiaries (other than any Guarantor) to issue any shares of Preferred Stock; provided, however, that RYAM, the Company and any Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue
shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge
Coverage Ratio of RYAM for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or
Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 

(b) The limitations set forth in Section 4.03(a) shall not apply to: 

(i) the Incurrence by RYAM, the Company or any Restricted Subsidiary of Indebtedness (including under any Credit Agreement and
the issuance and creation of letters of credit and bankers’ acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence that does not exceed an amount equal to the sum of (x) $1,050.0 million plus
(y) an additional aggregate principal amount of Consolidated Total Indebtedness that at the time of Incurrence does not cause the Consolidated First Lien Net Leverage Ratio for RYAM for the most recently ended four full fiscal quarters for
which internal financial statements are available, determined on a pro forma basis, to exceed 3.00 to 1.00; provided that for purposes of determining the amount of Indebtedness that may be incurred under this Section 4.03(b)(i)(y), all
Indebtedness 

  
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incurred under this Section 4.03(b)(i) shall be treated as Secured Indebtedness constituting First-Priority Obligations; 

(ii) the Incurrence by RYAM, the Company and the other Guarantors of Indebtedness represented by the Initial Notes and the
Guarantees; 
 (iii) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and
(ii) of this Section 4.03(b)); 
 (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by RYAM, the
Company or any Restricted Subsidiary, Disqualified Stock issued by RYAM, the Company or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within 270 days after) the acquisition, lease,
construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and Attributable Debt in respect of any sale and
leaseback arrangements not in violation of this Indenture in an aggregate principal amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding
and Incurred pursuant to this clause (iv), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not exceed $125.0 million at any one time outstanding (plus, in the case of any Refinancing
Indebtedness, the Additional Refinancing Amount); 
 (v) Indebtedness Incurred by RYAM, the Company or any Restricted
Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims,
health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of,
environmental law or permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; 

(vi) Indebtedness arising from agreements of RYAM, the Company or any Restricted Subsidiary providing for indemnification,
adjustment of acquisition or purchase price or similar obligations (including earn-outs), in each case, Incurred or assumed in connection with the Transactions, any Investments or any acquisition or disposition of any business, assets or a
Subsidiary not prohibited by this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

(vii) Indebtedness of RYAM or the Company to a Restricted Subsidiary, RYAM or the Company; provided that (except in
respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, tax and accounting operations of RYAM, the Company and their Subsidiaries) any such Indebtedness owed to a Restricted
Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of the Company under the Notes or the Guarantee of RYAM, as applicable; provided, further, that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to RYAM, the Company or another Restricted Subsidiary or any
pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon fore-

  
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closure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii); 

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to RYAM, the Company or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to RYAM, the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this
clause (viii); 
 (ix) Indebtedness of a Restricted Subsidiary to RYAM, the Company or another Restricted Subsidiary;
provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor (except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash
management, tax and accounting operations of RYAM, the Company and their Subsidiaries), such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to RYAM, the Company or
another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);

 (x) Hedging Obligations that are not incurred for speculative purposes but (A) for the purpose of fixing or hedging
interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (C) for
the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales and, in each case, extensions or replacements thereof; 

(xi) obligations (including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts
and similar instruments) in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by RYAM, the Company or any Restricted Subsidiary in the ordinary course of business or consistent with past
practice or industry practice; 
 (xii) Indebtedness or Disqualified Stock of RYAM or the Company or Indebtedness,
Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock
and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (xv) below, does not exceed the greater of $125 million and 5.0% of Total
Assets at the time of incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred or
outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which RYAM, the Company, or the Restricted Subsidiary, as the case may be, could have Incurred such
Indebtedness under Section 4.03(a) without reliance upon this clause (xii); 

  
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 (xiii) Indebtedness or Disqualified Stock of RYAM, the Company or any Restricted
Subsidiary and Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference at any time outstanding, together with Refinancing Indebtedness in respect thereof incurred pursuant to clause (xv) hereof,
not greater than 100.0% of the net cash proceeds received by RYAM, the Company and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of RYAM or any direct or indirect parent entity of RYAM
(which proceeds are retained by RYAM or contributed to the Company or a Restricted Subsidiary) or cash contributed to the capital of RYAM (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions
received from RYAM, the Company or any of their Subsidiaries) to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or to
make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any
Indebtedness incurred pursuant to this clause (xiii) shall cease to be deemed incurred or outstanding for purposes of this clause (xiii) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on
which RYAM, the Company, or the Restricted Subsidiary, as the case may be, could have incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xiii)); 

(xiv) any guarantee by RYAM, the Company or any Restricted Subsidiary of Indebtedness or other obligations of RYAM, the Company
or any Restricted Subsidiary so long as the Incurrence of such Indebtedness Incurred by RYAM, the Company or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that (A) if such Indebtedness is by its
express terms subordinated in right of payment to the Notes or the Guarantee of RYAM or such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such
Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee, as applicable, and (B) if such guarantee is of Indebtedness of the Company, such guarantee is Incurred in accordance
with, or not in contravention of, Section 4.11 solely to the extent Section 4.11 is applicable; 
 (xv) the
Incurrence by RYAM, the Company or any of the Restricted Subsidiaries of Indebtedness or Disqualified Stock, or by any Restricted Subsidiary of Preferred Stock of a Restricted Subsidiary, that serves to refund, refinance or defease any Indebtedness
Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (i)(y), (ii), (iii), (iv), (xii), (xiii), (xv) and (xvi) of this Section 4.03(b) up to the outstanding principal amount (or,
if applicable, the liquidation preference, face amount, or the like) or, if greater, committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the
purposes of this Section 4.03) of such Indebtedness or Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued pursuant to Section 4.03(a) or
clauses (i)(y), (ii), (iii), (iv), (xii), (xiii), (xv) and (xvi) of this Section 4.03(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred
Stock, plus any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith (subject to the following
proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 

  
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 (1) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted
Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the last maturity date of
any Notes then outstanding were instead due on such date; 
 (2) to the extent such Refinancing Indebtedness refinances
(a) Indebtedness junior to the Notes or a Guarantee, as applicable, such Refinancing Indebtedness is junior to the Notes or the Guarantee, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is
Disqualified Stock or Preferred Stock; and 
 (3) shall not include (x) Indebtedness of a Restricted Subsidiary that is
not a Guarantor that refinances Indebtedness of the Company or a Guarantor, or (y) Indebtedness of RYAM, the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; 

(xvi) Indebtedness, Disqualified Stock or Preferred Stock of (A) RYAM, the Company or any Restricted Subsidiary incurred
to finance an acquisition or (B) Persons that are acquired by RYAM, the Company or any Restricted Subsidiary or are merged, consolidated or amalgamated with or into RYAM, the Company or any Restricted Subsidiary in accordance with the terms of
this Indenture (so long as such Indebtedness is not incurred in contemplation of such acquisition, merger, consolidation or amalgamation); provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either:

 (1) RYAM would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.03(a); or 
 (2) the Fixed Charge Coverage Ratio of RYAM would be no less than immediately
prior to such acquisition or merger, consolidation or amalgamation; 
 (xvii) Indebtedness Incurred by a Securitization
Subsidiary in a Qualified Securitization Financing that is not recourse to RYAM, the Company or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings); 

(xviii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence; 

(xix) Indebtedness of RYAM, the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued
pursuant to Bank Indebtedness, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xx)
[reserved]; 
 (xxi) Indebtedness of RYAM, the Company or any Restricted Subsidiary consisting of (A) the financing of
insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

  
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 (xxii) Indebtedness consisting of Indebtedness of RYAM, the Company or a
Restricted Subsidiary to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity
Interests of RYAM or any direct or indirect parent of RYAM to the extent described in Section 4.04(b)(iv); and 

(xxiii) Indebtedness in respect of Obligations of RYAM, the Company or any Restricted Subsidiary to pay the deferred purchase
price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of
business and not in connection with the borrowing of money or any Hedging Obligations. 
 (c) For purposes of determining compliance with
this Section 4.03: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any
portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxiii) of Section 4.03(b) above or is entitled to be Incurred pursuant to Section 4.03(a), then
the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner
that complies with this Section 4.03; provided that Indebtedness outstanding under the Credit Agreement expected to be entered into prior to the Distribution Date shall be incurred under clause (i) of Section 4.03(b) above and
may not be reclassified; 
 (2) at the time of incurrence, the Company will be entitled to divide and classify an item of
Indebtedness in more than one of the categories of Indebtedness described in Section 4.03(a) or clauses (i) through (xxiii) of Section 4.03(b) (or any portion thereof) without giving pro forma effect to the Indebtedness
Incurred pursuant to any other clause or paragraph of Section 4.03 (or any portion thereof) when calculating the amount of Indebtedness that may be Incurred pursuant to any such clause or paragraph (or any portion thereof); and 

(3) in connection with the Incurrence (including with respect to any Incurrence on a revolving basis pursuant to a revolving
loan commitment) of any Indebtedness under clause (i)(y) of Section 4.03(b), RYAM, the Company or the applicable Restricted Subsidiary may, by notice to the Trustee at any time prior to the actual Incurrence of such Indebtedness designate such
Incurrence as having occurred on the date of such prior notice, and any related subsequent actual Incurrence will be deemed for all purposes under this Indenture to have been Incurred on the date of such prior notice. 

Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is
otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter
of credit, as the case may be, was in compliance with this Section 4.03. 

  
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 For purposes of determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the
case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign
currency, and the refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, the U.S. dollar-denominated restriction will
be deemed not to have been exceeded so long as the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. 

Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that RYAM, the Company and the Restricted
Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective
Indebtedness is denominated that is in effect on the date of the refinancing. 
 SECTION 4.04 Limitation on Restricted Payments. 

(a) RYAM and the Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly: 

(i) declare or pay any dividend or make any distribution on account of any of RYAM’s, the Company’s or any of the
Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving RYAM (other than (A) dividends or distributions payable solely in Equity Interests (other than
Disqualified Stock) of RYAM; or (B) dividends or distributions by the Company or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by the Company
or a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, RYAM, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or
series of securities); 
 (ii) purchase or otherwise acquire or retire for value any Equity Interests of RYAM or any direct
or indirect parent of RYAM; 
 (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or
retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Company, RYAM or any other Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement
of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or
retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv)
make any Restricted Investment 

  
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 (all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default
shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such
transaction on a pro forma basis, the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a); and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by RYAM, the Company and
the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (vi)(C), (viii), (xiii)(B) and (xxi) (to the extent provided therein) of Section 4.04(b), but excluding all other Restricted Payments
permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit. 
 (b) The provisions of Section 4.04(a)
shall not prohibit: 
 (i) the payment of any dividend or distribution or the consummation of any irrevocable redemption
within 60 days after the date of declaration thereof, if at the date of declaration or the giving notice of such irrevocable redemption, as applicable, such payment would have complied with the provisions of this Indenture; 

(ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital
Stock”) or Subordinated Indebtedness of RYAM, any direct or indirect parent of RYAM, the Company or any Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of RYAM or any direct or
indirect parent of RYAM or contributions to the equity capital of RYAM (other than any Disqualified Stock or any Equity Interests sold to the Company or a Subsidiary of RYAM or the Company) (collectively, including any such contributions,
“Refunding Capital Stock”); 
 (B) the declaration and payment of dividends on the Retired Capital Stock out
of the proceeds of the substantially concurrent sale (other than to the Company or a Subsidiary of RYAM or the Company) of Refunding Capital Stock; and 

(C) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was
permitted under clause (vi) of this Section 4.04(b) and not made pursuant to clause (ii)(B), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to
redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent of RYAM) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such
Retired Capital Stock immediately prior to such retirement; 
 (iii) the redemption, repurchase, defeasance, or other
acquisition or retirement of Subordinated Indebtedness of RYAM, the Company or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of RYAM, the Company or a Guarantor, which is
Incurred in accordance with Section 4.03 so long as: 
 (A) the principal amount (or accreted value, if applicable) of
such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value
(plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebted-

  
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ness being so redeemed, repurchased, acquired or retired, plus any tender premiums, plus any defeasance costs, fees and expenses incurred in connection therewith), 

(B) such Indebtedness is subordinated to the Notes or the related Guarantee of such Guarantor, as the case may be, at least to
the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value, 

(C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled
maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Notes then outstanding, and 

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal
on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date; 

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of RYAM or
any direct or indirect parent of RYAM held by any future, present or former employee, director, officer or consultant of RYAM, the Company or any other Subsidiary of RYAM or the Company or any direct or indirect parent of RYAM pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed
$20.0 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years; provided, further, however, that such amount in any calendar year may be increased by
an amount not to exceed: 
 (A) the cash proceeds received by RYAM, the Company or any of the Restricted Subsidiaries from
the sale of Equity Interests (other than Disqualified Stock) of RYAM or any direct or indirect parent of RYAM (to the extent contributed to RYAM) to employees, directors, officers or consultants of RYAM, the Company and the Restricted Subsidiaries
or any direct or indirect parent of RYAM that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for
Restricted Payments under Section 4.04(a)(iii)), plus 
 (B) the cash proceeds of key man life insurance policies
received by RYAM or any direct or indirect parent of RYAM (to the extent contributed to RYAM), the Company or the Restricted Subsidiaries after the Issue Date; 

provided that RYAM or the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and
(B) above in any calendar year; and provided, further, that cancellation of Indebtedness owing to RYAM, the Company or any Restricted Subsidiary from any present or former employees, directors, officers or consultants of RYAM, the
Company, any Restricted Subsidiary or the direct or indirect parents of RYAM in connection with a repurchase of Equity Interests of RYAM or any of its direct or indirect parents will not be deemed to


  
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constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture; 

(v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of RYAM,
the Company or any Restricted Subsidiary issued or incurred in accordance with Section 4.03; 
 (vi) (A) the
declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; 

(B) a Restricted Payment to any direct or indirect parent of RYAM, the proceeds of which will be used to fund the payment of
dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of RYAM issued after the Issue Date; provided that the aggregate amount of dividends declared and paid
pursuant to this clause (B) does not exceed the net cash proceeds actually received by RYAM from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; and 

(C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends
declarable and payable thereon pursuant to Section 4.04(b)(ii); provided, however, in the case of each of clauses (A) and (C) above of this clause (vi), that for the most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions and treating such Designated
Preferred Stock as Indebtedness for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), RYAM would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

 (vii) Investments in joint ventures and Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in
good faith by the Company), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the sum of (a) the greater of $125.0 million and 5.0% of Total Assets as of the date
of such Investment and (b) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with
the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (vii) is made in any Person that
is not RYAM, the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes RYAM, the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (vii) for so long as such Person continues to be RYAM, the Company or a Restricted Subsidiary; 

(viii) the payment of dividends on RYAM’s common stock (or a Restricted Payment to any direct or indirect parent of RYAM
to fund the payment by such direct or indirect parent of RYAM of dividends on such entity’s common stock) of up to the per annum sum of (a) $40.0 million, plus (b) 6.0% of the net proceeds received after the Issue Date
(including, without limitation, contributions to RYAM with the proceeds of sales of common stock of any direct or indirect 

  
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parent) by RYAM from any public offering of common stock of RYAM or any direct or indirect parent of RYAM; 

(ix) Restricted Payments that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded
Contributions; 
 (x) other Restricted Payments in an aggregate amount, when taken together with all other Restricted
Payments made pursuant to this clause (x) that are at that time outstanding, not to exceed the greater of $125.0 million and 5.0% of Total Assets as of the date such Restricted Payment is made; 

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to RYAM, the Company or
a Restricted Subsidiary by, Unrestricted Subsidiaries; 
 (xii) with respect to any taxable period for which RYAM, the
Company and/or any of their Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or indirect parent of RYAM is
the common parent (a “Tax Group”), distributions to any direct or indirect parent of RYAM to pay the portion of the taxes of such Tax Group attributable to the income of RYAM, the Company and/or their applicable Subsidiaries in an
amount not to exceed the amount of any U.S. federal, state and/or local income taxes (as applicable) that RYAM, the Company and/or their applicable Subsidiaries would have paid for such taxable period had RYAM, the Company and/or their applicable
Subsidiaries been a stand-alone corporate taxpayer or a stand-alone corporate group with respect to such taxes; provided that distributions attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that
such Unrestricted Subsidiary made distributions to RYAM, the Company or any Restricted Subsidiary for such purpose; 
 (xiii)
any Restricted Payment, if applicable: 
 (A) in amounts required for any direct or indirect parent of RYAM to pay fees and
expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of
RYAM and general corporate operating and overhead expenses of any direct or indirect parent of RYAM, in each case, to the extent such fees and expenses are attributable to the ownership or operation of RYAM, if applicable, the Company and their
Subsidiaries; 
 (B) in amounts required for any direct or indirect parent of RYAM, if applicable, to pay interest and/or
principal on Indebtedness the proceeds of which have been contributed to RYAM, the Company or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, RYAM Incurred in accordance with Section 4.03;
and 
 (C) in amounts required for any direct or indirect parent of RYAM to pay fees and expenses related to any equity or
debt offering of such parent (whether or not successful); 

  
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 (xiv) repurchases of Equity Interests deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (xv)
purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing and the payment or distribution of Securitization Fees; 

(xvi) Restricted Payments by RYAM, the Company or any Restricted Subsidiary to allow the payment of cash in lieu of the
issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 

(xvii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
provisions similar to those described in Section 4.06 and Section 4.08; provided that all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; 
 (xviii) payments or distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of RYAM, the Company and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01;
provided that as a result of such consolidation, amalgamation, merger or transfer of assets, the Company shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such
Change of Control Offer have been repurchased, redeemed or acquired for value; 
 (xix) any Restricted Payment used to fund
the Transactions and the payment of fees and expenses incurred in connection with the Transactions or owed by RYAM, the Company or any direct or indirect parent of the Company or RYAM or the Restricted Subsidiaries to Affiliates, and any other
payments made, including any such payments made to any direct or indirect parent of RYAM to enable it to make payments in connection with the consummation of the Transactions, whether payable on the Issue Date or thereafter, in each case to the
extent permitted by Section 4.07; 
 (xx) any Restricted Payment made as part of the Pre-Spin Transactions and any
Restricted Payments described in the Form 10; and 
 (xxi) other Restricted Payments; provided that the Consolidated
Total Net Leverage Ratio of RYAM for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, is less than 4.00 to 1.00; provided, further, that
any Restricted Payments made in reliance on this clause (xxi) shall reduce the Cumulative Credit in an amount equal to the amount of such Restricted Payment; provided, further, that the Cumulative Credit shall not be reduced below zero
as a result thereof; 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses
(vi)(B), (vii), (x), (xi), (xiii)(B) and (xxi) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any Restricted Payments made with
property other than cash shall be calculated using the Fair Market Value (as determined in good faith by the Company) of such property. 

  
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 (c) As of the Issue Date, all of the Subsidiaries of RYAM and the Company will be Restricted
Subsidiaries. Neither RYAM nor the Company will permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as
an Unrestricted Subsidiary, all outstanding Investments by RYAM, the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth
in the last sentence of the definition of “Investments.” Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. 
 SECTION 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries. RYAM and
the Company shall not, and shall not permit any Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Company or
any Material Subsidiary to: 
 (a) pay dividends or make any other distributions to RYAM, the Company or any Restricted
Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or 

(b) make loans or advances to RYAM, the Company or any Restricted Subsidiary that is a direct or indirect parent of such
Material Subsidiary; 
 except in each case for such encumbrances or restrictions existing under or by reason of: 

(1) (i) contractual encumbrances or restrictions in effect on the Issue Date and (ii) contractual encumbrances or
restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements
or refinancings of such agreements or instruments; 
 (2) this Indenture, the Notes or the Guarantees; 

(3) applicable law or any applicable rule, regulation or order; 

(4) any agreement or other instrument of a Person acquired by RYAM, the Company or any Restricted Subsidiary which was in
existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; 

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limits the
right of the debtor to dispose of the assets securing such Indebtedness; 

  
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 (7) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business; 
 (8) customary provisions in joint venture agreements and
other similar agreements entered into in the ordinary course of business; 
 (9) purchase money obligations for property
acquired and Capitalized Lease Obligations in the ordinary course of business; 
 (10) customary provisions contained in
leases, licenses and other similar agreements entered into in the ordinary course of business; 
 (11) any encumbrance or
restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without
limitations, licenses of intellectual property) or other contracts; 
 (12) any encumbrance or restriction of a
Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; 

(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of RYAM, the Company or any Restricted Subsidiary that
is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the
Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or
Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 
 (14) any Restricted
Investment not prohibited by Section 4.04 and any Permitted Investment; or 
 (15) any encumbrances or restrictions of
the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred
to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more
restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing. 
 For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in
receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, (ii) the subordination of loans
or advances made to RYAM, the Company or a Restricted Subsidiary to other Indebtedness Incurred by RYAM, the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances and (iii) the
Pre-Spin Transactions shall not be deemed to be an encumbrance or restriction of the type referred to in clauses (a) or (b) above. 

  
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 SECTION 4.06 Asset Sales. 

(a) RYAM and the Company shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless
(x) RYAM, the Company or any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Company) of the assets sold or otherwise
disposed of, and (y) at least 75% of the consideration therefor received by RYAM, the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 

(i) any liabilities (as shown on RYAM’s, the Company’s or a Restricted Subsidiary’s most recent balance sheet or
in the notes thereto) of RYAM, the Company or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled
or terminated in connection with the transaction with such transferee, 
 (ii) any notes or other obligations or other
securities or assets received by RYAM, the Company or such Restricted Subsidiary from such transferee that are converted by RYAM, the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash
received), 
 (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such
Asset Sale, to the extent that RYAM, the Company and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, 

(iv) consideration consisting of Indebtedness of RYAM or the Company (other than Subordinated Indebtedness) received after the
Issue Date from Persons who are not RYAM, the Company or any Restricted Subsidiary, and 
 (v) any Designated Non-cash
Consideration received by RYAM, the Company or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received
pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each
item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), 

shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). 

(b) Within 365 days after RYAM’s, the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale,
RYAM, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: 
 (i) to
repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if RYAM, the Company or any Guarantor
shall so reduce the Obligations under unsecured Pari Passu Indebtedness under this clause (D), the Company will equally and ratably reduce Notes Obligations pursuant to Section 3.01, 

  
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through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue
discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the
event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest on the pro rata principal amount of Notes), in each case other than Indebtedness owed to RYAM,
the Company or an Affiliate of the Company; or 
 (ii) to make an investment in any one or more businesses (provided
that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of RYAM or the Company), assets, or property or capital expenditures, in each case
(A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving
rise to such Net Proceeds was contractually committed. 
 In the case of Section 4.06(b)(ii), a binding commitment shall be treated as
a permitted application of the Net Proceeds from the date of such commitment until the 12-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated
for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless RYAM, the Company or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”)
within six months of such cancellation or termination of the prior binding commitment; provided, further, that RYAM, the Company or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one
time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds
shall constitute Excess Proceeds. 
 Pending the final application of any such Net Proceeds, RYAM, the Company or such Restricted Subsidiary
may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the
time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be
deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $125.0 million, the Company shall make an offer to all holders
of Notes (and, at the option of the Company, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such other Pari Passu Indebtedness), that is at least
$2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the Notes or other Pari Passu
Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for
by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company will commence an Asset Sale Offer with respect to Excess
Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $125.0 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this Indenture, with a copy to
the Trustee. To the extent that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less 

  
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than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such other
Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Company of the aggregate principal amount to be selected, shall select the Notes to be purchased in the
manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the
extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

(d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company shall
deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company or a Subsidiary is acting as the Paying Agent, segregate
and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Company and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the
period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the
Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Company to
the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. 

(e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase
date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election to have such
Note purchased. If at the end of the Offer Period more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase shall be made by the
Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Company shall notify the Trustee of any such listing), or if such Notes are not so listed, on a pro rata basis
to the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall
be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. 

(f) Notices of an Asset Sale Offer shall be mailed by the Company by first class mail, postage prepaid, or delivered electronically if held by
the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any Note is to be 

  
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purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. 

SECTION 4.07 Transactions with Affiliates. 

(a) RYAM and the Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of RYAM or the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million, unless: 

(i) such Affiliate Transaction is on terms that are not materially less favorable to RYAM, the Company or the relevant
Restricted Subsidiary than those that could have been obtained in a comparable transaction by RYAM, the Company or such Restricted Subsidiary with an unrelated Person; and 

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $40.0 million, RYAM or the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of RYAM or the Company, approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (i) above. 
 (b) The provisions of Section 4.07(a)
shall not apply to the following: 
 (i) transactions between or among RYAM, the Company and/or any of the Restricted
Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of RYAM and any direct parent of RYAM; provided that such parent shall have no material liabilities
and no material assets other than cash, Cash Equivalents and the Capital Stock of RYAM and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 

(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; 

(iii) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of RYAM, the Company, any Restricted Subsidiary, or any direct or indirect parent of RYAM; 

(iv) transactions in which RYAM, the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to RYAM, the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 

(v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a
majority of the Board of Directors of RYAM or the Company in good faith; 
 (vi) any agreement as in effect as of the Issue
Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as 

  
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in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith by the Company; 

(vii) the existence of, or the performance by RYAM, the Company or any Restricted Subsidiary of its obligations under the terms
of any stockholders or limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any transaction, agreement or arrangement described in
the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by RYAM, the Company
or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be
permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more
disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date; 

(viii) the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the
Transactions; 
 (ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or
transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to RYAM, the Company and the Restricted
Subsidiaries in the reasonable determination of the Board of Directors or the senior management of RYAM or the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or
(B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; 

(x) any transaction effected as part of a Qualified Securitization Financing; 

(xi) the issuance of Equity Interests (other than Disqualified Stock) of RYAM to any Person; 

(xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of RYAM or any direct or indirect parent of RYAM, the Board of Directors of the Company or the Board of
Directors of a Restricted Subsidiary, as appropriate, in good faith; 
 (xiii) the entering into of any tax sharing agreement
or arrangement that complies with Section 4.04(b)(xii) and the performance under any such agreement or arrangement; 

(xiv) any contribution to the capital of RYAM; 

(xv) transactions permitted by, and complying with, Section 5.01; 

(xvi) transactions between RYAM, the Company or any Restricted Subsidiary and any Person, a director of which is also a
director of RYAM, the Company or any direct or indirect parent of RYAM; provided, however, that such director abstains from voting as a director of 

  
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RYAM, the Company or such direct or indirect parent of RYAM, as the case may be, on any matter involving such other Person; 

(xvii) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management
purposes in the ordinary course of business; 
 (xix) any employment agreements entered into by RYAM, the Company or any
Restricted Subsidiary in the ordinary course of business; 
 (xx) transactions undertaken in good faith (as certified by a
responsible financial or accounting officer of the Company in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of RYAM and its Subsidiaries and not for the purpose of circumventing any covenant set forth in
this Indenture; 
 (xxi) the Pre-Spin Transactions and any transactions described in the Form 10; and 

(xxii) any purchase by RYAM or its Affiliates of Indebtedness, Disqualified Stock or Preferred Stock of RYAM, the Company or
any of the Restricted Subsidiaries; provided that such purchases are on the same terms as such purchases by such Persons who are not RYAM’s Affiliates. 

SECTION 4.08 Change of Control. 

(a) Upon the occurrence of a Change of Control, each holder shall have the right to require the Company to repurchase all or any part of
such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of the holders of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control,
the Company shall not be obligated to purchase any Notes pursuant to this Section 4.08 in the event that it has previously or concurrently exercised its right to redeem such Notes in accordance with Article III of this Indenture. In the event
that at the time of such Change of Control, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to the holders provided for in
Section 4.08(b) but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and
repay the Bank Indebtedness of each lender and/or noteholder who has accepted such offer; or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section
4.08(b). 
 (b) Within 30 days following any Change of Control, except to the extent that the Company has exercised its right to
redeem the Notes in accordance with Article III of this Indenture, the Company shall mail, or deliver electronically if held by DTC, a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating: 

(i) that a Change of Control has occurred and that such holder has the right to require the Company to repurchase such
holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase (subject to the right of the holders of record on the relevant Record
Date to receive interest on the relevant Interest Payment Date); 

  
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 (ii) the circumstances and relevant facts and financial information regarding
such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed); and 
 (iv) the instructions determined by the Company, consistent with this Section 4.08,
that a holder must follow in order to have its Notes purchased. 
 (c) Holders electing to have a Note purchased shall be required to
surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee or
the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder
and a statement that such holder is withdrawing its election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. 

(d) On the purchase date, all Notes purchased by the Company under this Section 4.08 shall be delivered to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest to, but excluding, the date of repurchase, to the holders entitled thereto. 

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (f) Notwithstanding the foregoing
provisions of this Section 4.08, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. 

(g) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be
retired and canceled at the option of the Company. Notes purchased by a third party pursuant to the preceding clause (f) will have the status of Notes issued and outstanding. 

(h) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an
Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. 

A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment
therefor to the surrendering holder. 
 (i) Prior to any Change of Control Offer, the Company shall deliver to the Trustee an Officers’
Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with. 

(j) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations 

  
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conflict with provisions of this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under
this Section by virtue thereof. 
 (k) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender
and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such
holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that
remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. Any such redemption shall be effected pursuant to Article III.

 SECTION 4.09 Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Company, beginning with the fiscal year ending on December 31, 2014, an Officers’ Certificate stating that in the course of the performance by the signers (one of which shall be the principal executive officer, the principal financial
officer or principal accounting office of the Company) of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If any Officer
does, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA. Except with respect to receipt of
payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officers’ Certificate delivered to it pursuant to this Section 4.09, the Trustee shall have no duty to review, ascertain or
confirm the Company’s compliance with or the breach of any representation, warranty or covenant made in this Indenture. 
 SECTION 4.10
Further Instruments and Acts. Upon request of the Trustee, RYAM and the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of
this Indenture. 
 SECTION 4.11 Future Guarantors. After the Contribution Date, RYAM shall cause each of its Wholly Owned Restricted
Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Capital Markets Indebtedness of RYAM, the Company or any of the Guarantors to execute and deliver to
the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Guaranteed Obligations. 

SECTION 4.12 Liens. 
 (a)
RYAM and the Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (except Permitted Liens) on any asset or property of RYAM, the Company or such Restricted
Subsidiary securing Indebtedness of RYAM, the Company or a Restricted Subsidiary unless the Notes are equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Notes) the
obligations so secured until such time as such obligations are no longer secured by a Lien. 
 (b) Any Lien that is granted to secure the
Notes or any Guarantee under Section 4.12(a) shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes or such Guarantee under Section 4.12(a). 

  
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 (c) For purposes of determining compliance with this Section 4.12, (i) a Lien
securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a) but may be
permitted in part under any combination thereof and (ii) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof)
described in the definition of “Permitted Liens” or pursuant to Section 4.12(a), the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien
securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion
thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a) and, in such event, such Lien securing such item of Indebtedness (or any
portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to Section 4.12(a) without giving pro forma effect to such item (or portion thereof) when
calculating the amount of Liens or Indebtedness that may be Incurred pursuant to any other clause or paragraph. 
 (d) With respect to
any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased
Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the
form of additional Indebtedness with the same terms or in the form of common stock of RYAM, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or
liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (3) of the
definition of “Indebtedness.” 
 SECTION 4.13 [Intentionally Omitted]. 

SECTION 4.14 Maintenance of Office or Agency. 

(a) The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made at the Corporate Trust Office of the Trustee as set forth in Section 13.02. 

(b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such
purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Company hereby designates the Corporate Trust Office of the Trustee or its agent as such office or agency of the Company in accordance
with Section 2.04. 

  
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 SECTION 4.15 Existence. The Company shall do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any transaction permitted
under Section 5.01, and the Company shall not be required to preserve, renew and keep in full force and effect any such right, license, permit, privilege, franchise or legal existence if the Company shall determine in good faith the
preservation, renewal or keeping in full force and effect thereof is no longer desirable in the conduct of the business of the Company. 

SECTION 4.16 Covenant Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both
Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a
“Covenant Suspension Event”), and subject to the provisions of the following paragraph, RYAM, the Company and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and 5.01(a)(iv)
(collectively the “Suspended Covenants”). 
 In the event that RYAM, the Company and the Restricted Subsidiaries are not
subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating
or downgrade the rating assigned to the Notes below an Investment Grade Rating, then RYAM, the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events.

 The Company shall provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within 5 Business Days of
the occurrence thereof. 
 On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the
Suspension Period will be classified as having been Incurred or issued pursuant to Sections 4.03(a) and (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of
the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted
to be Incurred or issued pursuant to Sections 4.03(a) and (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and prior to,
but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described above, however, no Default or
Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by RYAM, the Company or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual
obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. Within 30 days of such Reversion Date, RYAM and the
Company must comply with the terms of Section 4.11. 
 For purposes of Section 4.05, on the Reversion Date, any consensual
encumbrances or consensual restrictions of the type specified in clause (a) or (b) thereof entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause
(1)(i) thereof. 

  
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 For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion
Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of clause
(b)(vi) thereof. 
 For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

 ARTICLE V 

SUCCESSOR COMPANY 

SECTION 5.01 When Company and Guarantors May Merge or Transfer Assets. 

(a) The Company may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the
Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: 

(i) the Company is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger,
winding up or conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); provided that
in the event that the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; 
 (ii) the
Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this Indenture pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee;

 (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of
the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be
continuing; 
 (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred
at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor
Company or such Restricted Subsidiary at the time of such transaction), either 
 (1) the Successor Company would be
permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(2) the Fixed Charge Coverage Ratio of RYAM would be no less than such ratio immediately prior to such transaction; 

  
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 (v) if the Company is not the Successor Company, each Guarantor, unless it is the
other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and 

(vi) the Successor Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. 

The Successor Company (if other than the Company) will succeed to, and be substituted for, the Company under this Indenture and the Notes, and
in such event the Company will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) the Company or any
Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary or, provided that the Company is the Successor Company, the Company, and (B) the Company may merge,
consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, the District of Columbia or any territory of the United States (collectively, “Permitted
Jurisdictions”) or may convert into a corporation, partnership or limited liability company, so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby. This Section 5.01(a) will not
apply to (a) a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries and (b) any of RYAM, the Company or any of their Subsidiaries consolidating, amalgamating or
merging with or into, or winding up or converting into, or selling, assigning, transferring, leasing, conveying or otherwise disposing of all or substantially all of its properties or assets in one or more related transactions in connection with or
related to the Pre-Spin Transactions. 
 (b) Subject to the provisions of Section 12.02(b), no Guarantor shall, and the Company shall
not permit any such Guarantor to, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions to, any Person unless: 
 (i) either (A) such
Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been
made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and the Notes or the
Guarantee, as applicable, pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trustee, or (B) in respect of any Guarantor other than RYAM, such sale or disposition or
consolidation, amalgamation or merger is not in violation of Section 4.06; and 
 (ii) the Successor Guarantor (if other
than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if
any) comply with this Indenture. 

  
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 Except as otherwise provided in this Indenture, the Successor Guarantor (if other than such
Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and the Notes or the Guarantee, as applicable, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and the
Notes or its Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in a Permitted Jurisdiction or may convert into
a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Permitted Jurisdiction so long as the amount of Indebtedness of such Guarantor is not increased thereby and (2) a Guarantor may
merge, amalgamate or consolidate with the Company or another Guarantor. 
 In addition, notwithstanding the foregoing, a Guarantor may
consolidate, amalgamate or merge with or into or wind up or convert into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to (a) the Company or any
Guarantor or (b) in connection with or related to the Pre-Spin Transactions. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.01 Events of Default. An “Event of Default” occurs with respect to Notes if: 

(a) there is a default in any payment of interest on any Note when due, and such default continues for a period of 30 days;

 (b) there is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration or otherwise; 
 (c) there is a failure by RYAM for 120 days
after receipt of written notice given by the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements in
Section 4.02; 
 (d) there is a failure by RYAM, the Company or any Restricted Subsidiary for 60 days after written
notice given by the Trustee or the holders of not less than 25% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants or agreements (other than a default referred to in clauses
(a), (b) and (c) above) contained in the Notes or this Indenture; 
 (e) there is a failure by RYAM, the Company or
any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to RYAM, the Company or a Restricted Subsidiary) within any applicable grace
period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $100.0 million or its foreign currency
equivalent; 
 (f) RYAM, the Company or any Significant Subsidiary (or any group of Subsidiaries that together would
constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary
case; 

  
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 (ii) consents to the entry of an order for relief against it in an involuntary
case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 

(iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating
to insolvency, 
 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against RYAM, the Company or any Significant Subsidiary in an involuntary case; 

(ii) appoints a Custodian of RYAM, the Company or any Significant Subsidiary or for any substantial part of its property; or

 (iii) orders the winding up or liquidation of RYAM, the Company or any Significant Subsidiary; 

or any similar relief is granted under any foreign laws and, in each case, the order or decree remains unstayed and in effect for 60 days; 

(h) there is a failure by RYAM, the Company or any Significant Subsidiary (or any group of Subsidiaries that together would
constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which
judgments are not discharged, waived or stayed for a period of 60 days; 
 (i) the Guarantee of RYAM or a Significant
Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) with respect to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or RYAM, the Company or any other
Guarantor that qualifies as a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) denies or disaffirms its obligations under this Indenture or any Guarantee with respect to the Notes and such
Default continues for 10 days; or 
 (j) failure by the Company to consummate the Special Mandatory Redemption, if required
pursuant to Section 3.09. 
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and
whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

However, a default under clause (c) or (d) above shall not constitute an Event of Default until the Trustee or the holders of at
least 25% in principal amount of outstanding Notes notify RYAM and the Company, with a copy to the Trustee, of the default and neither RYAM nor the Company cures such default within the time specified in clauses (c) or (d) hereof after
receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” 

  
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 The term “Bankruptcy Law” means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

SECTION 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) hereof
with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or
(g) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain
circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding,
however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose the Company delivers an
Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action
(as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as
described above be annulled, waived or rescinded upon the happening of any such events. 
 SECTION 6.03 Other Remedies. If an Event
of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. To the extent required by law, all available remedies are cumulative. 
 SECTION 6.04 Waiver of Past Defaults. Provided the
Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive an existing Default and its consequences except
(a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed cured and the Company, the Trustee and the holders will be restored to their former positions and rights
under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
 SECTION 6.05
Control by Majority. The holders of a majority in principal amount of outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred
on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if


  
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the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 

SECTION 6.06 Limitation on Suits. 

(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with
respect to this Indenture or the Notes unless: 
 (i) such holder has previously given the Trustee written notice that an
Event of Default is continuing, 
 (ii) holders of at least 25% in principal amount of the outstanding Notes have requested
the Trustee to pursue the remedy, 
 (iii) such holders have offered the Trustee security or indemnity satisfactory to it
against any loss, liability or expense, 
 (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity, and 
 (v) the holders of a majority in principal amount of
the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 (b) A holder may
not use this Indenture to prejudice the rights of another holder or to obtain a preference or priority over another holder (it being understood that the Trustee shall have no obligation to ascertain whether or not such actions or forbearances are
unduly prejudicial to any other holder). 
 SECTION 6.07 Rights of the Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any holder to receive payment of principal of and interest on the Notes held by such holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder. 
 SECTION 6.08
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other
obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07.

 SECTION 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other
professionals as the Trustee deems necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Company, the Guarantors, their creditors or their property, shall be entitled to participate as a member,
voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in


  
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bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any holder, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding. 

SECTION 6.10 Priorities. Any money or property collected by the Trustee pursuant to this Article VI and any other money or property
distributable in respect of the Company’s or any Guarantor’s obligations under this Indenture after an Event of Default shall be applied in the following order: 

FIRST: to the Trustee for amounts due hereunder (including the reasonable compensation and expenses, disbursements and advances
of the Trustee’s agents, counsel, accountants and experts in accordance with Section 7.07); 
 SECOND: to the
holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

 THIRD: to the Company or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. 

The Trustee may fix a record date and payment date for any payment to the holders pursuant to this Section 6.10. At least 15 days before
such record date, the Trustee shall mail to each holder and the Company a notice that states the record date, the payment date and the amount to be paid. 

SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Article VI does not apply to a suit by
the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of more than 10% in principal amount of the Notes. 

SECTION 6.12 Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor (to the extent it may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VII 

TRUSTEE 
 SECTION 7.01
Duties of Trustee. 

  
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 (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and
after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in
any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to
it, the Trustee shall examine the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated
therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 
 (f)
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) Every provision of
this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01 and the TIA. 

  
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 SECTION 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

(d) The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 

(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to
this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time
outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney, at the expense of the Company and shall Incur no liability of any kind by reason of such inquiry or investigation. 

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it in compliance with
such request or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(i) The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not
less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent
of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place
thereof. 

  
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 (k) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this
Indenture. 
 (l) The Trustee may request that the Company delivers an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as
so authorized in any such certificate previously delivered and not superseded. 
 (m) The Trustee shall not be responsible or liable for
punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of actions. 
 (n) The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers
under this Indenture. 
 (o) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations
under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage;
epidemics; riots; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action. 

SECTION 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 

SECTION 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Guarantees or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in
any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d),
(e), (f), (g), (h), (i) or (j), or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with
Section 13.02 hereof from the Company, any Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee under this Indenture and not in its individual capacity and all persons, including without limitation
the holders of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein. 

SECTION 7.05 Notice of Defaults. If a Default occurs and is continuing and is actually known to a Trust Officer or the Trustee, the
Trustee shall mail, or deliver electronically if held by DTC, to each holder of the Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold notice if and so long as it in good faith determines that withholding notice is in the
interests of 

  
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the noteholders. The Company is required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The
Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect
thereof. 
 SECTION 7.06 Reports by Trustee to the Holders. As promptly as practicable after each May 15th beginning with the May 15th following the date of this Indenture, and in any event within 60 days of each May 15th, the Trustee shall mail to each holder a brief report dated as of such May 15th that complies with Section 313(a) of the TIA if and to
the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 Pursuant to Section 313(d) of the
TIA, a copy of each report at the time of its mailing to the holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed if the Notes are listed. The Company agrees to notify promptly the Trustee whenever the
Notes become listed on any stock exchange and of any delisting thereof. All reports pursuant to this Section 7.06 shall be provided in accordance with Section 313(c) of the TIA. 

SECTION 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the
Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors,
officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the
Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor
(including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or
defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so
to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the
defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and
expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in
connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. 

To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to
the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. 

  
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 The Company’s and the Guarantors’ payment obligations pursuant to this
Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to
the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under
the Bankruptcy Law. 
 No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction. 

SECTION 7.08 Replacement of Trustee. 

(a) The Trustee may resign at any time by so notifying the Company. The holders of a majority in principal amount of the Notes may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 
 (i) the
Trustee fails to comply with Section 7.10; 
 (ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

(iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Company or by the holders of a majority in principal amount of the Notes and such holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
holders of 10% in principal amount of the Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the TIA, any holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee. 

  
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 SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be
the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall
succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and
in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 

SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA.
The Trustee shall have a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a
stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this
Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the
TIA are met. 
 SECTION 7.11 Preferential Collection of Claims Against the Company. The Trustee shall comply with Section 311(a)
of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. 

ARTICLE VIII 
 DISCHARGE
OF INDENTURE; DEFEASANCE 
 SECTION 8.01 Discharge of Liability on Notes; Defeasance. 

(a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and
rights of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 

(i) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for
cancellation or (B) all of the Notes (1) have become due and payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Company, are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the
Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to, but excluding, the date of
deposit together with irrevocable instructions from the Com-

  
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pany directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the
Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any
deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; 

(ii) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and 

(iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
 (b)
Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its obligations under the Notes and this Indenture with respect to the holders of the Notes (“legal defeasance option”), and (ii) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.15 and 4.16, and the operation of Section 5.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (in the case of
Sections 6.01(f) and 6.01(g) with respect to Significant Subsidiaries only), 6.01(h) and 6.01(i) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option. If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee. 

If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c) 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with
respect only to Significant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 5.01(a)(iv). 

Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates. 
 (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations
in Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 2.09 and Article VII, including, without limitation, Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have
been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge. 

SECTION 8.02 Conditions to Defeasance. 

(a) The Company may exercise its legal defeasance option or its covenant defeasance option only if: 

(i) the Company irrevocably deposits in trust with the Trustee cash in U.S. dollars, U.S. Government Obligations or a
combination thereof sufficient to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be; 

  
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 (ii) with respect to U.S. Government Obligations or a combination of money and
U.S. Government Obligations, the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, expressing
their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will
be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited
shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption
only required to be deposited with the Trustee on or prior to the date of the redemption; 
 (iii) no Default specified in
Section 6.01(f) or (g) with respect to the Company shall have occurred or is continuing on the date of such deposit; 

(iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Company; 

(v) the Company shall have delivered to the Trustee in the case of the legal defeasance option, an Opinion of Counsel stating
that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal
income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding
sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; 

(vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on
such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; 

(vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Company delivers to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with. 
 (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of such Notes at a
future date in accordance with Article III. 

  
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 SECTION 8.03 Application of Trust Money. The Trustee shall hold in trust money or U.S.
Government Obligations (including proceeds thereof) deposited with it pursuant to this Article VIII. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this
Indenture to the payment of principal of, premium, if any, and interest on the Notes so discharged or defeased. 
 SECTION 8.04 Repayment
to Company. Each of the Trustee and each Paying Agent shall promptly turn over to the Company upon request any money or U.S. Government Obligations held by it as provided in this Article VIII that, in the written opinion of a nationally
recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have
been so deposited), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VIII. 

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Company for payment as general creditors, and the Trustee and each Paying Agent shall have no
further liability with respect to such monies. 
 SECTION 8.05 Indemnity for U.S. Government Obligations. The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.06 Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that, if the Company has made any payment of principal of, premium, if any, or interest on, any such Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 

ARTICLE IX 
 AMENDMENTS
AND WAIVERS 
 SECTION 9.01 Without Consent of the Holders. 

(a) The Company and the Trustee may amend this Indenture, the Notes or the Guarantees without notice to or the consent of any holder: 

(i) to cure any ambiguity, omission, mistake, defect or inconsistency; 

(ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Company under
this Indenture and the Notes; 

  
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 (iii) to provide for the assumption by a Successor Guarantor (with respect to any
Guarantor), as the case may be, of the obligations of a Guarantor under this Indenture and its Guarantee; 
 (iv) to provide
for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated notes are described in Section 163(f)(2)(B) of the Code; 
 (v) to conform the text of this Indenture,
the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation
of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; 

(vi) to add a Guarantee with respect to the Notes, 

(vii) to add collateral to secure the Notes; 

(viii) to release a Guarantee as permitted by this Indenture; 

(ix) to add to the covenants of RYAM or the Company for the benefit of the holders or to surrender any right or power herein
conferred upon RYAM or the Company; 
 (x) to comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; 
 (xi) to make any change that does not adversely affect the
rights of any holder in any material respect; or 
 (xii) to effect any provisions of this Indenture or to make changes to
this Indenture to provide for the issuance of Additional Notes. 
 (b) After an amendment under this Section 9.01 becomes effective, the
Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section 9.01. 
 SECTION 9.02 With Consent of the Holders. The Company and the
Trustee may amend this Indenture, the Notes and the Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the consent of the Company and the holders of at least a
majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note affected, no amendment or waiver may: 

(1) reduce the amount of Notes whose holders must consent to an amendment, 

(2) reduce the rate of or extend the time for payment of interest on any Note, 

(3) reduce the principal of or change the Stated Maturity of any Note, 

  
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 (4) reduce the premium payable upon the redemption of any Note or change the time
at which any Note may be redeemed in accordance with Article III, 
 (5) make any Note payable in money other than that
stated in such Note, 
 (6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Company or any
Guarantor, 
 (7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such
holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes, 

(8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or 

(9) amend the provisions set forth in Section 3.09. 

It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section 9.02
becomes effective, the Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section 9.02. 
 SECTION 9.03 Revocation and Effect of Consents
and Waivers. 
 (a) A consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent holder of that
Note or portion of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such holder or subsequent holder may revoke the consent or waiver as to
such holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Company certifying that the requisite principal amount of Notes have
consented. After an amendment or waiver becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon the (i) receipt by the Company or the Trustee of consents by the holders of the requisite principal amount of
securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental
indenture) by the Company, the Guarantors and the Trustee. 
 (b) The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

SECTION 9.04 Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Company may
require the holder of the Note to deliver it to the Trustee. 

  
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The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the holder. Alternatively, if the Company or the Trustee so determine, the Company in
exchange for the Note shall issue and, upon written order of the Company signed by an Officer, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not
affect the validity of such amendment, supplement or waiver. 
 SECTION 9.05 Trustee to Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment, the Trustee shall receive indemnity satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, (i) an Officers’ Certificate, (ii) an Opinion of
Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantors, enforceable against
them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors, certified by the Secretary or Assistant Secretary of the Company, authorizing
the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent
thereto. 
 SECTION 9.06 Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote
and consent together on all matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate class on any matter. Determinations as to whether holders of the requisite aggregate
principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article IX and Section 2.13. 

SECTION 9.07 Compliance with the Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every
amendment, waiver or supplement to this Indenture or the Notes shall comply with the TIA as then in effect. 
 ARTICLE X 

[Intentionally Omitted] 

ARTICLE XI 

[Intentionally Omitted] 

ARTICLE XII 
 GUARANTEE

 SECTION 12.01 Guarantee. 

(a) Each Guarantor hereby jointly and severally guarantees, on an unsecured, unsubordinated basis, as a primary obligor and not merely as a
surety, to each holder and to the Trustee and its successors and assigns the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Company under this Indenture and the Notes,
whether for payment of principal of, premium, if any, or interest on the Notes, expenses, indemnification or otherwise (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further
agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or 

  
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further assent from any Guarantor, and that each Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. 

(b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The Guarantee of each Guarantor hereunder shall not be affected by (i) the failure of any holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other
agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any holder or the Trustee for the Guaranteed
Obligations or each Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Guarantor, except as provided in
Section 12.02(b). Each Guarantor hereby waives any right to which it may be entitled to have its Guarantee hereunder divided among the Guarantors, such that such Guarantor’s Guarantee would be less than the full amount claimed. 

(c) Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment
of the Company’s obligations under this Indenture and the Notes or such Guarantor’s Guarantee hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be
entitled to require that the Company be sued prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees
that its Guarantee herein constitutes a guarantee of payment and performance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the
Guaranteed Obligations. 
 (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in this Article XII, equal in
right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor. 

(f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the Guarantee of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantee of each Guarantor herein shall not be discharged or impaired or otherwise affected
by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate
as a discharge of any Guarantor as a matter of law or equity. 
 (g) Each Guarantor agrees that its Guarantee shall remain in full force and
effect until payment in full of all the Guaranteed Obligations of such Guarantor. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must 

  
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otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 

(h) In furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has at law or in equity against
any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the holders or the Trustee an amount equal to the sum of
(i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the
Company to the holders and the Trustee. 
 (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the holders and the Trustee, on the other hand,
(i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purposes of this Section 12.01. 
 (j) Each Guarantor also agrees to pay any
and all expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing any rights under this Section 12.01. 

(k) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary to carry out more effectively the purpose of this Indenture. 
 SECTION 12.02 Limitation on Liability. 

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. 

(b) A Guarantee as to any Guarantor (other than RYAM) shall automatically terminate and be of no further force or effect and such Guarantor
shall be automatically released from all obligations under this Article XII upon: 
 (i) the sale, disposition, exchange or
other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), of the
applicable Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; 

(ii) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and
the definition of “Unrestricted Subsidiary”; 

  
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 (iii) the release or discharge of the guarantee by such Guarantor of (A) the
Credit Agreement and (B) any Capital Markets Indebtedness of RYAM, the Company or any of the other Guarantors which created the obligation to guarantee the Notes; 

(iv) the Company’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the
Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; or 
 (v) such
Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof. 

The Guarantee of RYAM shall automatically terminate and be of no further force or effect and RYAM shall be automatically released from all
obligations under this Article XII upon the occurrence of (iii) or (iv) above. 
 SECTION 12.03 [Intentionally Omitted].

 SECTION 12.04 Successors and Assigns. This Article XII shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of and be enforceable by the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment of rights by any holder or the Trustee, the rights and privileges conferred upon that party
in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 12.05 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power
or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the
holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise. 

SECTION 12.06 Modification. No modification, amendment or waiver of any provision of this Article XII, nor the consent to any departure
by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 12.07 Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary which is required to become a Guarantor of the
Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Guarantor under this Article XII and
shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that such
supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms. 

  
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 SECTION 12.08 Non-Impairment. The failure to endorse a Guarantee on any Note shall not
affect or impair the validity thereof. 
 ARTICLE XIII 

MISCELLANEOUS 
 SECTION
13.01 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this
Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 

SECTION 13.02 Notices. 

(a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by
first-class mail addressed as follows: 
 if to the Company or a Guarantor: 

c/o Rayonier A.M. Products Inc. 

1301 Riverplace Boulevard, Suite 2300 

Jacksonville, FL 32207 

Attention: General Counsel and Treasurer 

Fax: (904) 357-9101 
 if to
the Trustee: 
 Wells Fargo Bank, National Association 

7000 Central Parkway 
 Suite 550

 Atlanta, Georgia 30328 

Corporate Trust Services – Rayonier A.M. Products Administrator 

Fax No.: (770) 551-5118 
 The Company or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
 (b) Any
notice or communication mailed to a holder shall be mailed, first class mail, to the holder at the holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time
prescribed. 
 (c) Failure to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect to
other holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 

The Trustee may, in its sole discretion, agree to accept and act upon instructions or directions pursuant to this Indenture sent by e-mail,
facsimile transmission or other similar electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or 

  
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expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a
subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of
the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. 
 Notwithstanding anything to
the contrary contained herein, as long as the Notes are in the form of a Global Note, notice to the holders may be made electronically in accordance with procedures of the Depository. 

SECTION 13.03 Communication by the Holders with Other Holders. The holders may communicate pursuant to Section 312(b) of the TIA
with other holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA. 

SECTION 13.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee: 

(a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) except upon the issuance of the Initial Notes, an Opinion of Counsel in form reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION 13.05 Statements Required in
Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 

(a) a statement that the individual making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 

SECTION 13.06 When Notes Disregarded. In determining whether the holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, the Guarantors or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantors shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned shall


  
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be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 

SECTION 13.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the
holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 SECTION 13.08 Legal Holidays. If a
payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the
intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected. 
 SECTION 13.09 GOVERNING
LAW. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 13.10 No Recourse Against Others. No director, officer, employee, manager or incorporator of, and no holder of any Equity
Interests in, RYAM, the Company or any direct or indirect parent company of RYAM or the Company, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Guarantees or this Indenture, as applicable,
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Notes. 
 SECTION 13.11 Successors. All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind such
person’s successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 13.12 Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Notwithstanding the
foregoing, the exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture and signature pages for all purposes. 
 SECTION 13.13 Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

SECTION 13.14 Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision
of this Indenture, such provision of this Indenture shall control. 
 SECTION 13.15 Severability. In case any provision in this
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability. 
 SECTION 13.16 Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

  
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 SECTION 13.17 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with
Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (“U.S.A. Patriot
Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above. 
  

			
	COMPANY:
	
	RAYONIER A.M. PRODUCTS INC.
		
	By:	 	/s/ Paul G. Boynton
		 	Name: Paul G. Boynton
		 	Title: President
	
	INITIAL GUARANTORS:
	
	RAYONIER ADVANCED MATERIALS INC.
	RAYONIER CHINA LIMITED
	RAYONIER FAR EAST LTD.
	RAYONIER INDUSTRIES LTD.
	RAYONIER PROPERTIES, LLC
	RAYONIER PERFORMANCE FIBERS GLOBAL     SALES AND DISTRIBUTION COMPANY, LLC
	RAYONIER PERFORMANCE FIBERS, LLC
	RAYONIER WOOD PROCUREMENT, LLC
		
	By:	 	/s/ Paul G. Boynton
		 	Name: Paul G. Boynton
		 	Title: President
	
	SOUTHERN WOOD PIEDMONT COMPANY
		
	By:	 	/s/ Michael R. Herman
		 	Name: Michael R. Herman
		 	Title: President


 [Signature Page to Indenture] 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	/s/ Stefan Victory
		 	Name: Stefan Victory
		 	Title: Vice President


 [Signature Page to Indenture] 







 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES 

1. Definitions. 
 1.1
Definitions. 
 For the purposes of this Appendix A the following terms shall have the meanings indicated below: 

“Definitive Note” means a certificated Initial Note and Additional Note (bearing the Restricted Notes Legend if the transfer
of such Note is restricted by applicable law) that does not include the Global Notes Legend. 
 “Depository” means The
Depository Trust Company, its nominees and their respective successors. 
 “Global Notes Legend” means the legend set forth
under that caption in Exhibit A to this Indenture. 
 “IAI” means an institutional “accredited investor” as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Notes Custodian” means the custodian
with respect to a Global Note (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Regulation S” means Regulation S under the Securities Act. 

“Regulation S Notes” means all Initial Notes offered and sold outside the United States in reliance on Regulation S. 

“Restricted Notes Legend” means the legend set forth in Section 2.2(f)(i) herein. 

“Restricted Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and including the later
of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the
Trustee, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days. 

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 

“Rule 144A” means Rule 144A under the Securities Act. 

“Rule 144A Notes” means all Initial Notes offered and sold to QIBs in reliance on Rule 144A. 

  
 Appendix A-1 








 “Transfer Restricted Definitive Notes” means Definitive Notes that bear or are
required to bear or are subject to the Restricted Notes Legend. 
 “Transfer Restricted Global Notes” means Global Notes
that bear or are required to bear or are subject to the Restricted Notes Legend. 
 “Transfer Restricted Notes” means the
Transfer Restricted Definitive Notes and Transfer Restricted Global Notes. 
 “Unrestricted Definitive Notes” means
Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend. 
 “Unrestricted Global
Notes” means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend. 
 1.2 Other
Definitions. 
  

			
	Term:	  	Defined in Section:
	 Agent Members
	  	2.1(b)
	 Global Notes
	  	2.1(b)
	 Regulation S Global Notes
	  	2.1(b)
	 Regulation S Permanent Global Notes
	  	2.1(b)
	 Regulation S Temporary Global Notes
	  	2.1(b)
	 Rule 144A Global Notes
	  	2.1(b)

 2. The Notes. 

2.1 Form and Dating; Global Notes. 

(a) The Initial Notes issued on the date hereof will be (i) privately placed by the Company pursuant to the Offering Memorandum and
(ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more agreements in
accordance with applicable law. 
 (b) Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule
144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). 

Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons
(collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the
nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme
(“Clearstream”). 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously


  
 Appendix A-2 








 
with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary
Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest
as hereinafter provided. 
 The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global
Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream. 
 The term “Global
Notes” means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. 

Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. 

The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the sole owner of the Global Notes
for all purposes under the Indenture and the Notes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. 

(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In
addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Company at any time that it is unwilling or unable to continue as depositary for such Global Note and a successor depositary is not
appointed within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed within 90 days, (y) the Company, at its option, notifies the Trustee that the Company elects
to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Note and a request has been made for such exchange; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the
Depository in accordance with its customary procedures. 
 (iii) In connection with the transfer of a Global Note as an entirety to
beneficial owners pursuant to subsection (ii) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and, upon written order of the Company signed by an
Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner 

  
 Appendix A-3 








 
identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 

(iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as
otherwise provided in Section 2.2, bear the Restricted Notes Legend. 
 (v) Notwithstanding the foregoing, through the Restricted
Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2. 

(vi) The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes. 
 2.2 Transfer
and Exchange. 
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in
Section 2.1(b). Global Notes will not be exchanged by the Company for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Section 2.08 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b). 

(b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. A beneficial interest in an
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written
order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such
increase. Upon satisfaction of all of the requirements for transfer or ex-

  
 Appendix A-4 








 
change of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note pursuant to Section 2.2(g). 
 (iii) Transfer of Beneficial Interests to Another Restricted
Global Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies with the
requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form attached to the applicable Note. 
 (iv) Transfer and Exchange of
Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the
Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Transfer Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Company or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate in accordance with Section 2.01 of the Indenture, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 

(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Transfer
Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 

  
 Appendix A-5 








 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A
beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof
in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 

(i) Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a
Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a
beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note; 

(B) if such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate from such holder in the form attached to the applicable Note; 
 (C) if such Transfer Restricted
Definitive Note is being transferred to a Non U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(D) if such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(E) if such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form attached to the applicable Note, including the certifications, certificates and
Opinion of Counsel, if applicable; or 
 (F) if such Transfer Restricted Definitive Note is being transferred to the Company
or a Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note; 
 the Trustee shall cancel the Transfer
Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note. 

(ii) Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Transfer
Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such 

  
 Appendix A-6 








 
Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for
a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer Restricted Definitive Note to
a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Company or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted
Notes Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii). 

(iv) Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s
compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the
Registrar the Definitive Notes duly 

  
 Appendix A-7 








 
endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney, duly authorized in writing. In addition, the
requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 

(i) Transfer Restricted Definitive Notes to Transfer Restricted Definitive Notes. A Transfer Restricted Note may be
transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Note; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 
 (C) if the
transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note; 

(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act
other than those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Note; and 

(E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to the applicable
Note. 
 (ii) Transfer Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted
Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for
an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B) if the
holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable
Note, 
 and, in each such case, if the Company or the Registrar so request, an Opinion of Counsel in form reasonably acceptable to the
Company and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain
compliance with the Securities Act. 

  
 Appendix A-8 








 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the holder thereof. 
 (iv)
Unrestricted Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note. 

At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 of the Indenture. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase. 
 (f) Legend. 

(i) Except as permitted by the following paragraph (iii), (iv) or (v), each Note certificate evidencing the Global Notes and any
Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only): 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE


  
 Appendix A-9 








 
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY. IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED HEREIN. THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT. BY ITS PURCHASE OR ACQUISITION OF THIS NOTE, THE HOLDER REPRESENTS AND AGREES THAT (1) IT IS NOT AND WILL NOT BE (AND IS NOT AND WILL NOT BE DEEMED FOR PURPOSES OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) TO BE) (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED UNDER SECTION 3(3) OF ERISA), (B) A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY, THE UNDERLYING ASSETS OF WHICH
ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN OR PLAN’S INVESTMENT IN SUCH ENTITY; OR (2) THE PURCHASE AND HOLDING OF THIS NOTE DOES NOT AND WILL NOT CONSTITUTE OR INVOLVE A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IF APPLICABLE, A VIOLATION OF SIMILAR LAWS.” 

Each Definitive Note shall bear the following additional Legend: 

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

  
 Appendix A-10 








 (ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the
Registrar shall permit the holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the
holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note). 

(iii) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation
S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply. 

(iv) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. 

(g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (h)
Obligations with Respect to Transfers and Exchanges of Notes. 
 (i) To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request. 

(ii) No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment
of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections
3.06, 4.06, 4.08 and 9.05 of this Indenture). 
 (iii) Prior to the due presentation for registration of transfer of any
Note, the Company, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and
for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and
shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 (i) No Obligation of
the Trustee. 

  
 Appendix A-11 








 (i) The Trustee shall have no responsibility or obligation to any beneficial
owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest
in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with
respect to such Notes. All notices and communications to be given to the holders and all payments to be made to the holders under the Notes shall be given or made only to the registered holders (which shall be the Depository or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its members, participants and any beneficial owners. 
 (ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  
 Appendix A-12 








 EXHIBIT A 

[FORM OF FACE OF NOTE] 

[Global Notes Legend] 

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.” 
 [Restricted Notes Legend] 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 

  
 Exhibit A-1 








 
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY. IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED HEREIN. THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. BY ITS PURCHASE OR ACQUISITION OF THIS NOTE, THE HOLDER REPRESENTS AND AGREES THAT
(1) IT IS NOT AND WILL NOT BE (AND IS NOT AND WILL NOT BE DEEMED FOR PURPOSES OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) TO BE) (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED UNDER SECTION 3(3) OF ERISA), (B) A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY, THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE
BENEFIT PLAN OR PLAN’S INVESTMENT IN SUCH ENTITY; OR (2) THE PURCHASE AND HOLDING OF THIS NOTE DOES NOT AND WILL NOT CONSTITUTE OR INVOLVE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IF
APPLICABLE, A VIOLATION OF SIMILAR LAWS.” 
 [Definitive Notes Legend] 

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

  
 Exhibit A-2 








 [FORM OF NOTE] 

RAYONIER A.M. PRODUCTS INC. 
  

			
	No. [    ]	  	144A CUSIP No. 75508E AA6
		  	144A ISIN No. US75508EAA64
		  	REG S CUSIP No. U75317 AA2
		  	REG S ISIN No. USU75317AA27

 $[    ] 

5.50% Senior Note due 2024 

RAYONIER A.M. PRODUCTS INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum set
forth on the Schedule of Increases or Decreases in Global Note attached hereto on June 1, 2024. 
 Interest Payment Dates: June 1
and December 1, commencing [            ]1. 

Record Dates: May 15 and November 15. 

Additional provisions of this Note are set forth on the other side of this Note. 

 
  

	1 	To be December 1, 2014 for Notes issued on May 22, 2014. 


  
 Exhibit A-3 








 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

			
	RAYONIER A.M. PRODUCTS INC.
		
	By:	 	      

		 	Name:
		 	Title:


 Dated: 

  
 Exhibit A-4 









			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

    as Trustee, certifies that this is one of the Notes referred to in the
Indenture.

		
	 By:
	 	 
		 	 Authorized Signatory

		
	 Dated:
	 	 

  

	*/	If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL NOTES—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”



  
 Exhibit A-5 








 [FORM OF REVERSE SIDE OF NOTE] 

5.50% Senior Note Due 2024 
 1. Interest

 RAYONIER A.M. PRODUCTS INC., a Delaware corporation (such entity, and its successors and assigns under the Indenture hereinafter referred
to, being herein called, the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest semiannually on June 1 and December 1 of each year (each an
“Interest Payment Date”), commencing [            ]2. Interest on the Notes shall accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [            ]3, until the
principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful. 
 2. Method of Payment 

The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of
business on May 15 or November 15 (each a “Record Date”) immediately preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day).
Holders must surrender Notes to the Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust
Company or any successor depositary. The Company shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Company, payment of
interest may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of
Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account
no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
 3.
Paying Agent and Registrar 
 Initially, Wells Fargo Bank, National Association, as trustee under the Indenture (the
“Trustee”), will act as Paying Agent and Registrar. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become
effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as
the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the ap-

  
  

	2 	To be December 1, 2014 for Notes issued on May 22, 2014. 


	3 	To be May 22, 2014 for Notes issued on May 22, 2014. 


  
 Exhibit A-6 








 
pointment of a successor in accordance with clause (i) above. The Company, RYAM or any their wholly owned domestically organized Subsidiaries may act as Paying Agent or Registrar. 

 
 4. Indenture 

The Company issued the Notes under an Indenture dated as of May 22, 2014 (the “Indenture”), among the Company, the Initial
Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are
referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 

The Notes are unsecured, unsubordinated obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture.
The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number,
if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on
the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the Guaranteed Obligations pursuant to
Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture. 
 5.
Redemption 
 On or after June 1, 2019, the Company may redeem the Notes at its option, in whole at any time or in part from time
to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by The Depository Trust Company (“DTC”), to each holder’s
registered address (with a copy to the Trustee), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on June 1 of the years set forth below: 

 

					
	 Period
	  	Redemption Price	 
	 2019
	  	 	102.750	% 
	 2020
	  	 	101.833	% 
	 2021
	  	 	100.917	% 
	 2022 and thereafter
	  	 	100.000	% 


  
 Exhibit A-7 








 In addition, prior to June 1, 2019, the Company may redeem the Notes at its option,
in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed (or caused to be mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to each holder’s
registered address (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption
date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

Notwithstanding the foregoing, at any time and from time to time on or prior to June 1, 2019, the Company may redeem in the
aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any
direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to purchase Capital Stock (other than Disqualified Stock) of the Company, at a redemption
price (expressed as a percentage of principal amount thereof) of 105.50%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after
each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or caused to be
mailed) by the Company by first-class mail, or delivered electronically if held by DTC, to the registered address of each holder of Notes being redeemed (with a copy to the Trustee) and otherwise in accordance with the procedures set forth in the
Indenture. 
 Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such
redemption described above or notice thereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption upon completion
of an Equity Offering. 
 6. Mandatory Redemption 

Except as set forth in Section 3.09 of the Indenture, the Company will not be required to make any mandatory redemption or sinking fund
payments with respect to the Notes. 
 7. Notice of Redemption 

Notices of redemption will be mailed (or caused to be mailed) by first-class mail, or delivered electronically if held by DTC, at least
30 but not more than 60 days before the redemption date, to each holder of Notes to be redeemed at its registered address (with a copy to the Trustee), except that redemption notices may be mailed or otherwise delivered more than 60 days prior to
the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article VIII thereof. On and after the redemption date, interest shall cease to accrue on Notes or
portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the redemption price of, plus accrued and unpaid interest on, the Notes or portions thereof to be redeemed, unless the
Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. 

  
 Exhibit A-8 








 8. Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales 

Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture,
to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase
(subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Notes upon the occurrence of certain
events. 
 9. [Intentionally Omitted] 
 10.
Denominations; Transfer; Exchange 
 The Notes are in registered form, without coupons, in denominations of $2,000 principal amount
and integral multiples of $1,000 in excess thereof. A holder shall register the transfer of or exchange of the Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a holder,
among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes required by law or permitted by the Indenture. The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a notice of redemption
of Notes to be redeemed. 
 11. Persons Deemed Owners 

The registered holder of this Note shall be treated as the owner of it for all purposes. 

12. Unclaimed Money 
 Subject to any
applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders
entitled to the money must look to the Company for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies. 

13. Discharge and Defeasance 
 Subject to
certain conditions, the Company at any time may terminate some of or all its obligations under the Notes and the Indenture if the Company deposits with the Trustee cash in U.S. dollars, U.S. Government Obligations or a combination thereof sufficient
to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be. 
 14. Amendment;
Waiver 
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written
consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority
in principal amount of the Notes then outstanding. 

  
 Exhibit A-9 








 The Company and the Trustee may amend the Indenture, the Notes and the Guarantees without notice
to or the consent of any holder (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Company under the
Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for
uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes
are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision
in the Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add a
Guarantee with respect to the Notes, (vii) to add collateral to secure the Notes; (viii) to release a Guarantee as permitted by the Indenture; (ix) to add to the covenants of RYAM or the Company for the benefit of the holders or to
surrender any right or power herein conferred upon RYAM or the Company; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change
that does not adversely affect the rights of any holder in any material respect; or (xii) to effect any provisions of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Notes. 

15. Defaults and Remedies 
 If an Event of
Default (other than an Event of Default specified in Section 6.01(f) or (g) of the Indenture with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the holders of at least 25% in principal amount of
outstanding Notes by notice to the Company, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will
be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) of the Indenture with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due
and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes
and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by the Indenture at the request or direction of any of the holders pursuant to the Indenture, unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs, expenses
and liabilities which might be Incurred by it in compliance with such request or direction. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the
Indenture or the Notes unless (i) such holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to
pursue the remedy, (iii) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the
request and the offer of security or indemnity, and (v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. The holders of a
majority in principal amount of outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or the Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good


  
 Exhibit A-10 








 
faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or, subject to
Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be
entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 

16. Trustee Dealings with the Company 

The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. 
 17. No Recourse Against Others 

No director, officer, employee, manager or incorporator of the Company, RYAM or any direct or indirect parent company of RYAM or the Company,
and no holder of any Equity Interests in RYAM, the Company or any direct or indirect parent company of RYAM or the Company, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Indenture or the
Guarantees, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. 

18. Authentication 
 This Note shall not
be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note. 

19. Abbreviations 
 Customary
abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and
U/G/M/A (=Uniform Gift to Minors Act). 
 20. Governing Law 

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

21. CUSIP Numbers; ISINs 
 The Company has
caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed thereon. 

The Company will furnish to any holder of Notes upon written request and without charge to the holder a copy of the Indenture which has in
it the text of this Note. 

  
 Exhibit A-11 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to: 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert
assignee’s soc. sec. or tax I.D. No. 
 and irrevocably appoint             agent to
transfer this Note on the books of the Company. The agent may substitute another to act for him. 
  

			
	Date:                 	  	Your Signature:                     

  
  

Sign exactly as your name appears on the other side of this Note. 

Signature Guarantee: 
  

			
	 Date:
                                        

	  	 
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
 Exhibit A-12 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED NOTE 
 This
certificate relates to $             principal amount of Notes held in (check applicable space)              book-entry or
             definitive form by the undersigned. 
 The undersigned (check one box below): 

 

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an
aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); 

  

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 

 In
connection with any transfer of any of the Notes evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

					
	 (1)
	  	 ̈	  	to the Company; or
			
	 (2)
	  	 ̈	  	to the Registrar for registration in the name of the holder, without transfer; or
			
	 (3)
	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (4)
	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	 (5)
	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer
through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	 (6)
	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and
agreements; or
			
	 (7)
	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.


  
 Exhibit A-13 








 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933. 
  

							
	Date:                     	 		 		 	Your Signature:                     
		 		 		 	

  

					
	 	 		  	

 Sign exactly as your name appears on the other side of this Note. 

Signature Guarantee: 
  

			
	Date:
                                         
                               	 	________________________
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	 	Signature of Signature Guarantee


  
 Exhibit A-14 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	 Date:
                        
	 	 ______________________

		 	 NOTICE: To be executed by an executive officer



  
 Exhibit A-15 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial principal amount of this Global Note is $            . The following
increases or decreases in this Global Note have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in

Principal Amount of this

Global Note
	 	 Amount of increase in

Principal Amount of this

Global Note
	  	Principal amount of
this Global Note
following such decrease
or increase	  	Signature of authorized
signatory of Trustee or
Notes Custodian


 

  
 Exhibit A-16 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box: 
 Asset
Sale   ̈                        Change of Control   ̈ 
 If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): 

$ 
  

							
	 Date:
                                        

	  	Your Signature:	  	  

		 		  		  	 (Sign exactly as your name appears on the other

side of this Note)


  

					
	Signature Guarantee:	  	  
	  	
		  	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	

  

  
 Exhibit A-17 








 EXHIBIT B 

[FORM OF TRANSFEREE LETTER OF REPRESENTATION] 

TRANSFEREE LETTER OF REPRESENTATION 

RAYONIER A.M. PRODUCTS INC. 
 c/o Wells Fargo Bank, National
Association 
 as Trustee and Registrar – DAPS Reorg. 
 MAC
N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 

Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290

 Email: DAPSReorg@wellsfargo.com 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[         ] principal amount of the 5.50%
Senior Notes due 2024 (the “Notes”) of RAYONIER A.M. PRODUCTS INC. (collectively with its successors and assigns, the “Company”). 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

 

			
	 Name:
                                         
                                         
                              

Address:                        
                                         
                                         
   
 Taxpayer ID Number:
                                         
                                         
 
	 	

 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $100,000 principal amount of the Notes, and we are acquiring the Notes not
with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 

2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which either of the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) in the United States
to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in
accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration
statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, 

  
 Exhibit B-1 








 
and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply
subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor
shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and
the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion of counsel, certifications or
other information satisfactory to the Company and the Trustee. 
 Dated:
                         
  

			
	TRANSFEREE:
                                        
,
		
	By:	 	 
		 	


  

  
 Exhibit B-2 








 EXHIBIT C 

[FORM OF SUPPLEMENTAL INDENTURE] 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
[            ], among [NEW GUARANTOR] (the “New Guarantor”), a direct or indirect subsidiary of RAYONIER ADVANCED MATERIALS INC. (or its successor), a Delaware corporation
(“RYAM”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS
the Rayonier A. M. Products, Inc., a Delaware corporation (the “Company”), RYAM, certain other Guarantors and the Trustee have heretofore executed an indenture, dated as of May 22, 2014 (as amended, supplemented or otherwise
modified, the “Indenture”), providing for the issuance of the Company’s 5.50% Senior Notes due 2024 (the “Notes”), initially in the aggregate principal amount of $550,000,000; 

WHEREAS Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances RYAM is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Guaranteed Obligations; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental
Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantor, RYAM, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof. 

2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to guarantee
the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of
a Guarantor under the Indenture. 
 3. Notices. All notices or other communications to the New Guarantor shall be given as provided in
Section 13.02 of the Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and 

  
 Exhibit C-1 








 
provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 6. Trustee Makes No Representation. The Trustee accepts
the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without
limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by RYAM, the Company and the New Guarantor, in each case, by action or
otherwise, (iii) the due execution hereof by RYAM, the Company and the New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. 

8. Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here. 
 [Remainder of page
intentionally left blank.] 

  
 Exhibit C-2 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above. 
  

			
	 RAYONIER A.M. PRODUCTS INC.

		
	 By:
	 	  

		 	Name:
		 	Title:
	
	 RAYONIER ADVANCED MATERIALS INC.

		
	 By:
	 	  

		 	Name:
		 	Title:
	
	 [NEW GUARANTOR], as a Guarantor

		
	 By:
	 	  

		 	Name:
		 	Title:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

		
	 By:
	 	  

		 	Name:
		 	Title:



  
 Exhibit C-3