Issuer Warrant Transaction Confirmation



 EXHIBIT 4.6 
 Opening Transaction 
  

			
	To:	 	 Rayonier Inc.
 50 North Laura Street
 Jacksonville, FL 32202

		
	From:	 	 Credit Suisse Capital LLC
 c/o Credit Suisse Securities
(USA) LLC
 Eleven Madison Avenue
 New York, NY
10010

		
	Re:	 	Issuer Warrant Transaction
		
	Ref. No:	 	40114194
		
	Date:	 	October 10, 2007

  

 Dear Sir(s): 
 The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of
the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Credit Suisse Capital LLC (“Dealer”) represented by Credit Suisse Securities (USA) LLC, as its agent,
(“Agent”) and Rayonier Inc. (“Issuer”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. 
 1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the
“2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each
case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of
the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires. 
 Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’
entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below. 
 This Confirmation evidences a
complete and binding agreement between Dealer and Issuer as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master
Agreement as if Dealer and Issuer had executed an agreement in such form on the Trade Date (but without any Schedule and with the elections and modifications specified in Section 9 hereof). 
 All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the
event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern. 







 2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for
purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows: 
 General Terms: 

 

			
	Trade Date:	  	October 10, 2007
		
	Effective Date:	  	October 16, 2007, or such other date as agreed between the parties, subject to Section 8(k) below
		
	Components:	  	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth
in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
		
	Warrant Style:	  	European
		
	Warrant Type:	  	Call
		
	Seller:	  	Issuer
		
	Buyer:	  	Dealer
		
	Shares:	  	The Common Stock of Issuer, no par value (Ticker Symbol: “RYN”).
		
	Number of Warrants:	  	For each Component, as provided in Annex A to this Confirmation.
		
	Warrant Entitlement:	  	One Share per Warrant
		
	Strike Price:	  	USD62.9020
		
	Premium:	  	USD11,196,250 (Premium per Warrant USD3.7767)
		
	Premium Payment Date:	  	The Effective Date
		
	Exchange:	  	The New York Stock Exchange
		
	Related Exchange:	  	All Exchanges

 Procedures for Exercise: 
 In respect of any Component: 
  

			
	Expiration Time:	  	Valuation Time
		
	Expiration Date:	  	As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for
another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in
respect of any other Component of the Transaction hereunder; and provided further that if the Expiration Date has not occurred pursuant to

  

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		  	the preceding proviso as of the Final Disruption Date, the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date in respect of any other
Component for the Transaction). “Final Disruption Date” means April 9, 2013. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the
Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Warrants for the relevant Component for which such day shall be the Expiration
Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component. Section 6.6 of the Equity Definitions shall not apply
to any Valuation Date occurring on an Expiration Date.
		
	Market Disruption Event:	  	Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in
Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.
		
	Automatic Exercise:	  	Applicable; and means that the Number of Warrants for the corresponding Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date unless
Buyer notifies Seller (by telephone or in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply to such Expiration Date.
		
	 Issuer’s Telephone Number and Telex
 and/or
Facsimile Number
 and Contact Details for purpose of
	  	
	Giving Notice:	  	Attn: Carl Kraus
		  	Telephone:          (904) 357-9100
		  	Facsimile:            (904) 598-2271
		
		  	With a copy to:
		
		  	Attn: Michael R. Herman
		  	Facsimile: (904) 598-2250

 Settlement Terms: 
 In respect of any Component: 
  

			
	Settlement Currency:	  	USD
		
	Net Share Settlement:	  	On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to

  

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		  	the account specified by Dealer and cash in lieu of any fractional Shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. If, in the reasonable
judgment of Dealer, for any reason, the Shares deliverable upon Net Share Settlement would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities Act”), then
Dealer may elect to either (x) accept delivery of such Shares notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.
		
		  	The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 12:00 noon (local time in New York City) on the relevant Settlement Date.
		
	Number of Shares to be Delivered:	  	In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such
Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price (or, if no such excess, zero) divided by (B) such VWAP Price.
		
	VWAP Price:	  	For any Valuation Date, the New York Volume Weighted Average Price per share of Shares for the regular trading session (including any extensions thereof) of the Exchange on such Valuation
Date (without regard to pre-open or after hours trading outside of such regular trading session), as published by Bloomberg at 4:15 p.m. New York City time (or 15 minutes following the end of any extension of the regular trading session) on such
Valuation Date, on Bloomberg page “RYN.N <Equity> AQR” (or any successor thereto) (or if such published volume weighted average price is unavailable or is manifestly incorrect, the market value of one Share on such Valuation Date, as
determined by the Calculation Agent using a volume weighted method).
		
	Other Applicable Provisions:	  	The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any
representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, as if
“Physical Settlement” applied to the Transaction.

  

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 Adjustments: 
 In respect of any Component: 
  

			
	Method of Adjustment:	  	Calculation Agent Adjustment; provided that in respect of an Extraordinary Dividend, “Calculation Agent Adjustment” shall be as described in the provision
below.
		
	Extraordinary Dividend:	  	Any cash dividend or distribution on the Shares with an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date that exceeds the Ordinary Dividend Amount for
such dividend or distribution.
		
	Ordinary Dividend:	  	For the first dividend or distribution on the Shares for which the ex-dividend date occurs during any regular quarterly dividend period of Issuer, USD0.50; for any other dividend or distribution
on the Shares for which the ex-dividend date occurs during the same regular quarterly dividend period USD0.00.
		
	Extraordinary Dividend Adjustment:	  	If an ex-dividend date for an Extraordinary Dividend occurs, then the Calculation Agent will make adjustments to the Strike Price, the Number of Warrants, the Warrant Entitlement and/or any
other variable relevant to the exercise, settlement, payment or other terms of the Transaction to preserve the fair value of the Transaction to Buyer after taking into account such Extraordinary Dividend.

 Extraordinary Events: 
  

			
	Consequences of Merger Events:	  	
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Cancellation and Payment (Calculation Agent Determination)
		
	 (c)    Share-for-Combined:
	  	Cancellation and Payment (Calculation Agent Determination), provided that the Calculation Agent may elect Component Adjustment
		
	Tender Offer:	  	Applicable
		
	Consequences of Tender Offers:	  	
		
	 (a)    Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b)    Share-for-Other:
	  	Modified Calculation Agent Adjustment
		
	 (c)    Share-for-Combined:
	  	Modified Calculation Agent Adjustment
		
	Modified Calculation	  	
	Agent Adjustment:	  	If, in respect of any Merger Event or Tender Offer to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) or Section 12.3(d)(i),
as the case may be, of the Equity Definitions would result in Issuer being different from the issuer of the Shares, then with respect to such Merger Event or Tender Offer, as a condition precedent to the adjustments contemplated in Section
12.2(e)(i) or Section 12.3(d)(i), as the case may be, of the Equity Definitions, Issuer and the issuer of the Shares shall,

  

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		  	prior to the Merger Date or Tender Offer, as the case may be, have entered into such documentation containing representations, warranties and agreements relating to securities law and other
issues as requested by Buyer that Buyer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Buyer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) or Section 12.3(d)(i), as
the case may be, of the Equity Definitions, and to preserve its hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies
and procedures applicable to Buyer, and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) or Section 12.3(d)(i), as the case may be, of the Equity Definitions will
produce a commercially reasonable result, then the consequences set forth in Section 12.2(e)(ii) or Section 12.3(d)(ii), as the case may be, of the Equity Definitions shall apply.
		
	Reference Markets:	  	For the avoidance of doubt, and without limiting the generality of the foregoing provisions, any adjustment effected by the Calculation Agent pursuant to Section 12.2(e) and/or Section
12.3(d) of the Equity Definitions may be determined by reference to the adjustment(s) made in respect of Merger Events or Tender Offers, as the case may be, in the convertible or exchangeable bond market.
		
	 Nationalization, Insolvency
 or
Delisting:
	  	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a
Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global
Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
	Additional Disruption Events:	  	
		
	 (a)    Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions shall be amended by deleting “(X)” and “, or (Y) it will incur a materially increased cost in
performing its obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)”.

  

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	 (b)    Failure to Deliver:
	  	Applicable
		
	 (c)    Insolvency Filing:
	  	Applicable
		
	 (d)    Hedging Disruption:
	  	Not Applicable
		
	 (e)    Increased Cost of Hedging:
	  	Not Applicable
		
	 (f)     Loss of Stock Borrow:
	  	Not Applicable
		
	 (g)    Increased Cost of Stock Borrow:
	  	Applicable
		
	 Initial Stock Loan Rate:
	  	0.50% per annum
		
	Hedging Party:	  	Buyer
		
	Determining Party:	  	Buyer
		
	Non-Reliance:	  	Applicable
		
	 Agreements and Acknowledgments
 Regarding Hedging
Activities:
	  	Applicable
		
	Additional Acknowledgments:	  	Applicable
		
	 3.      Calculation Agent:
	  	Dealer. The Calculation Agent will provide Issuer with reasonable detail concerning its calculations hereunder (including any assumptions used in making such calculations) upon
request.
		
	 4.      Account Details:
  
 Dealer Payment Instructions:
  
 Citibank, N.A., New York
 ABA number: 021-000-089
 For A/C of:
Credit Suisse Capital LLC
 Account Number: 30459883
  
 Issuer Payment Instructions:
	  	To be provided by Issuer.

  

	 	5.	Offices: 

 The Office of Dealer for the Transaction
is: 
 Credit Suisse Capital LLC 
 c/o Credit Suisse Securities (USA) LLC 
 Eleven Madison Avenue 
 New York, NY 10010 
 The Office of Issuer
for the Transaction is: 
 Rayonier Inc. 
 50 North Laura Street 
 Jacksonville, Florida 32202 
  

	 	6.	Notices: For purposes of this Confirmation: 

  

	 	(a)	Address for notices or communications to Issuer: 

  

			
	To:	 	Rayonier Inc.
		 	50 North Laura Street
		 	Jacksonville, Florida 32202
	Attn:	 	Carl Kraus
	Telephone:	 	(904) 357-9100
	Facsimile:	 	(904) 598-2271
		
	With a copy to:	 	
		
	Attn:	 	Michael R. Herman
	Facsimile:	 	(904) 598-2250

  

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	 	(b)	Address for notices or communications to Dealer: 

  

			
	To:	 	Credit Suisse Capital LLC
		 	c/o Credit Suisse Securities (USA) LLC
		 	Eleven Madison Avenue
		 	New York, NY 10010
		 	Attn: Senior Legal Officer
		 	Telephone: (212) 538-2616
		 	Facsimile: (212) 325-8036
		
		 	With a copy to:
		 	Credit Suisse Securities (USA) LLC
		 	One Madison Avenue, 8th Floor
		 	New York, New York 10010
		
		 	For payments and deliveries:
		 	Attn: Debbye Turnbull-Philip
		 	Telephone: (212) 538-3604
		 	Facsimile: (212) 325-8175
		
		 	For all other communications:
		 	Attn: Equity Derivatives Documentation
		 	Telephone: (212) 538-6040
		 	Facsimile: (917) 326-2660

  

	 	7.	Representations, Warranties and Agreements: 

 (a) In
addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer as follows: 
 (i) On the Trade Date, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding
Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when considered as a
whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. 
 (ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction
under FASB Statements 128, 133 (as amended), 149 or 150, EITF Issue No. 00-19, 01-6 or 03-6 (or any successor issue statements) or under any accounting standards including FASB’s Liabilities & Equity Project. 
 (iii) Prior to the Trade Date, Issuer shall deliver to Dealer a resolution of Issuer’s board of directors authorizing the Transaction
and such other certificate or certificates as Dealer shall reasonably request. 
  

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 (iv) Issuer is not entering into this Confirmation to create actual or apparent trading
activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of
the Exchange Act. 
 (v) Issuer is not, and after giving effect to the transactions contemplated hereby will not be, required
to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 
 (vi) On the Trade Date and the Premium Payment Date (A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business
of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature. 
 (vii) Issuer shall not take any action to decrease the number of Available Shares below the Capped Number (each as defined below).

 (viii) The representations and warranties of Issuer set forth in Section 3 of the Agreement and Section 2 of the
Purchase Agreement dated as of the Trade Date among Issuer, Rayonier TRS Holdings Inc. (“Rayonier TRS”) and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers party thereto (the “Purchase
Agreement”) are true and correct as of the Trade Date and the Effective Date and are hereby deemed to be repeated to Dealer as if set forth herein. 
 (ix) Issuer understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such
obligations will not be guaranteed by any affiliate of Dealer or any governmental agency. 
 (x) (A) During the period
starting on the first Expiration Date and ending on the last Expiration Date (the “Settlement Period”), the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be,
subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Issuer shall not engage in any “distribution,” as such term is defined in Regulation
M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Settlement Period. 
 (xi) During the Settlement Period, neither Issuer nor any “affiliate” or “affiliated purchaser” (each as defined in
Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order
that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or
exchangeable or exercisable for Shares, except through Dealer. 
 (b) Each of Dealer and Issuer agrees and represents that it is an
“eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended. 
 (c) Each of
Dealer and Issuer acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof.
Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities
in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the
Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account without a view to the distribution or
resale thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state 

  

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securities laws, (v) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to
dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and
accepts, the terms, conditions and risks of the Transaction. 
 (d) Each of Dealer and Issuer agrees and acknowledges that Dealer is a
“financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The
parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery
hereunder is a “settlement payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect
to which each payment and delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections
362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code. 
 (e) Issuer shall deliver to Dealer an opinion of counsel, dated
as of the Effective Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in paragraph (iii) (but not with respect to applicable law) of Section 3(a) of the Agreement. 
 (f) Each party acknowledges and agrees to be bound by the Conduct Rules of the National Association of Securities Dealers, Inc. applicable to
transactions in options, and further agrees not to violate the position and exercise limits set forth therein. 
 (g) Each party acknowledges
and agrees that Dealer (i) is an “OTC derivatives dealer” as such term is defined in the Exchange Act and is an affiliate of Agent and (ii) is not a member of the Securities Investor Protection Corporation. 
  

	 	8.	Other Provisions: 

 (a) Alternative Calculations
and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Buyer any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of a Tender Offer, a Merger Event,
Insolvency or Nationalization in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which
Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected Party, that resulted from an event or events within Issuer’s control) (a “Payment Obligation”), Issuer shall have the right, in its sole
discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Buyer, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 A.M. and
4:00 P.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date or Early Termination Date, as applicable (“Notice of Share Termination”). Upon such Notice of Share Termination, the following provisions shall
apply on the Scheduled Trading Day immediately following the Merger Date, the Tender Offer Date, Announcement Date or Early Termination Date, as applicable: 
  

			
	Share Termination Alternative:	  	Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or
12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
		
	Share Termination Delivery Property:	  	
		
		  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall
adjust the Share Termination Delivery Property by replacing any fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share
Termination Unit Price.

  

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	Share Termination Unit Price:	  	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as
determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.
		
	Share Termination Delivery Unit:	  	In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a Share or a unit consisting of
the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger
Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of
cash.
		
	Failure to Deliver:	  	Applicable
		
	Other applicable provisions:	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity
Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of
the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”. If, in the
reasonable judgment of Dealer, for any reason, any securities comprising the Share Termination Delivery Units deliverable pursuant to this Section 8(a) would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities
Act, then Dealer may elect to either (x) accept delivery of such securities notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.

 (b) Registration/Private Placement Procedures. (i) With respect to the Transaction,
the following provisions shall apply to the extent provided for above opposite the caption “Net Share Settlement” in Section 2 or in paragraph (a) of this Section 8. If so applicable, then, at the election of Issuer by
notice to Buyer within one Exchange Business Day after the relevant delivery obligation arises, but in any event at least one Exchange Business Day prior to the date on which such delivery obligation is due, either (A) all Shares or Share
Termination Delivery Units, as the case may be, delivered by Issuer to Buyer shall be, at the time of such delivery, covered by an effective registration statement of Issuer for immediate resale by Buyer (such registration statement and the
corresponding prospectus (the “Prospectus”) (including, without limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to Buyer) or (B) Issuer shall deliver
additional Shares or Share Termination Delivery Units, as the case may be, so that the value of such Shares or Share Termination Delivery Units, as determined by the Calculation Agent to reflect an appropriate liquidity discount, equals the value of
the number of Shares or Share Termination Delivery Units that would otherwise be deliverable if such Shares or Share Termination Delivery Units were freely tradeable (without prospectus delivery) upon receipt by Buyer (such value, the
“Freely Tradeable Value”); provided that, if requested by Dealer, Issuer shall make the election described in this clause (B) with respect to Shares delivered on all Settlement Dates no later than one Exchange Business
Day prior to the first Expiration Date, and the applicable procedures described below shall apply to all Shares delivered on the Settlement Dates on an aggregate basis. (For the avoidance of doubt, as used in this paragraph (b) only, the term
“Issuer” shall mean the issuer of the relevant securities, as the context shall require.) 
  

 11 








 (ii) If Issuer makes the election described in clause (b)(i)(A) above: 
 (A) Buyer (or an affiliate of Buyer designated by Buyer) shall be afforded a reasonable opportunity to conduct a due diligence
investigation with respect to Issuer that is customary in scope for underwritten offerings of equity securities and that yields results that are commercially reasonably satisfactory to Buyer or such affiliate, as the case may be, in its discretion;
and 
 (B) Buyer (or an affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a
“Registration Agreement”) on commercially reasonable terms in connection with the public resale of such Shares or Share Termination Delivery Units, as the case may be, by Buyer or such affiliate substantially similar to underwriting
agreements customary for underwritten offerings of equity securities, in form and substance commercially reasonably satisfactory to Buyer or such affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions
substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its affiliates and Issuer, shall provide for the payment by Issuer of all
expenses in connection with such resale, including all registration costs and all fees and expenses of counsel for Buyer, and shall provide for the delivery of accountants’ “comfort letters” to Buyer or such affiliate with respect to
the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. 
 (iii) If Issuer
makes the election described in clause (b)(i)(B) above: 
 (A) Buyer (or an affiliate of Buyer designated by Buyer) and any
potential institutional purchaser of any such Shares or Share Termination Delivery Units, as the case may be, from Buyer or such affiliate identified by Buyer shall be afforded a commercially reasonable opportunity to conduct a due diligence
investigation in compliance with applicable law with respect to Issuer customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other
records, pertinent corporate documents and other information reasonably requested by them), subject to execution by such recipients of customary confidentiality agreements reasonably acceptable to Issuer; 
 (B) Buyer (or an affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a “Private Placement
Agreement”) on commercially reasonable terms in connection with the private placement of such Shares or Share Termination Delivery Units, as the case may be, by Issuer to Buyer or such affiliate and the private resale of such shares by
Buyer or such affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Buyer and Issuer, which Private Placement
Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its
affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all fees and expenses of counsel for Buyer, shall contain representations, warranties and agreements of Issuer reasonably
necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales, and shall use best efforts to provide for the delivery of accountants’ “comfort
letters” to Buyer or such affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the offering memorandum prepared for the resale of such Shares; and 
 (C) Issuer agrees that any Shares or Share Termination Delivery Units so delivered to Dealer, (i) may be transferred by and among
Dealer and its affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed with respect to
such 

  

 12 








 
Shares or any securities issued by Issuer comprising such Share Termination Delivery Units, Issuer shall promptly remove, or cause the transfer agent for
such Shares or securities to remove, any legends referring to any such restrictions or requirements from such Shares or securities upon delivery by Dealer (or such affiliate of Dealer) to Issuer or such transfer agent of seller’s and
broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent,
agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). 
 (D) Issuer shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2)
of the Securities Act for the sale by Issuer to Dealer (or any affiliate designated by Dealer) of the Shares or Share Termination Delivery Units, as the case may be, or the exemption pursuant to Section 4(1) or Section 4(3) of the
Securities Act for resales of the Shares or Share Termination Delivery Units, as the case may be, by Dealer (or any such affiliate of Dealer). 
 (c) Make-whole Shares. If Issuer makes the election described in clause (b)(i)(B) of paragraph (b) of this Section 8, then Dealer or its affiliate may sell (which sale shall be made in a commercially reasonable manner) such
Shares or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be,
and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that
the realized net proceeds of such sales exceed the Freely Tradeable Value. If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Freely Tradeable Value, Dealer shall return such
remaining Shares or Share Termination Delivery Units to Issuer. If the Freely Tradeable Value exceeds the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the
Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares (“Make-whole Shares”) in an amount that,
based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue
to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(c). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(e). 
 (d) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Buyer be entitled to
receive, or shall be deemed to receive, any Shares if, immediately upon giving effect to such receipt of such Shares, the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated
thereunder) of Shares by Buyer or any affiliate of Buyer subject to aggregation with Buyer under such Section 13 and rules (collectively, “Buyer Group”) would be equal to or greater than 8.5% or more of the outstanding Shares
(or the ownership of Buyer Group as defined for purposes of any ownership limitation contained in Issuer’s articles of incorporation intended to preserve Issuer’s status as a Real Estate Investment Trust (a “REIT Ownership
Provision”) would be equal to or greater than 1.0% less than the percentage of outstanding Shares that would trigger any REIT Ownership Provision with respect to Buyer). If any delivery owed to Buyer hereunder is not made, in whole or in
part, as a result of this provision, Issuer’s obligation to make such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Buyer
gives notice to Issuer that such delivery would not result in Buyer Group directly or indirectly so beneficially owning in excess of 8.5% of the outstanding Shares. 
 (e) Limitations on Settlement by Issuer. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess
of 5,929,072 (as such number may be adjusted from time to time in accordance with the provisions hereof) (the “Capped Number”). Issuer represents and warrants to Dealer (which representation and warranty shall be deemed to be
repeated on each day that the Transaction is outstanding) 

  

 13 








 
that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in
connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Issuer shall not have delivered the full number of
Shares otherwise deliverable as a result of this Section 8(e) (the resulting deficit, the “Deficit Shares”), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been
delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or
any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (iii) Issuer additionally authorizes
any unissued Shares that are not reserved for other transactions. Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the
corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. 
 (f) Equity Rights. Buyer acknowledges
and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt,
the parties acknowledge that this Confirmation is not secured by any collateral that would otherwise secure the obligations of Issuer herein under or pursuant to any other agreement. 
 (g) Transfer and Assignment. Buyer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, at
any time without the consent of Issuer. 
 (h) Disclosure. Effective from the date of commencement of discussions concerning the
Transaction, Issuer and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including
opinions or other tax analyses) that are provided to Issuer relating to such tax treatment and tax structure. 
 (i) Designation by
Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Issuer, Dealer may designate any of its affiliates to
purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to
Issuer to the extent of any such performance. 
 (j) Additional Termination Events. The occurrence of any of the following shall
constitute an Additional Termination Event with respect to which the Transaction shall be the sole Affected Transaction and Issuer shall be the sole Affected Party; provided that with respect to any Additional Termination Event, Dealer may
choose to treat part of the Transaction as the sole Affected Transaction, and, upon the termination of the Affected Transaction, a transaction with terms identical to those set forth herein except with a Number of Warrants equal to the unaffected
number of Warrants shall be treated for all purposes as the Transaction, which shall remain in full force and effect: 
 (i)
Buyer reasonably determines that it is advisable to terminate a portion of the Transaction so that Buyer’s related hedging activities will comply with applicable securities laws, rules or regulations; 
 (ii) any “Person” or “Group” (other than Issuer or Rayonier TRS, or their respective subsidiaries, or Issuer’s or
Rayonier TRS’ employee benefit plans) becomes the “Beneficial Owner” (as determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the Effective Date), directly or indirectly, of shares of Issuer’s Voting
Stock representing 50% or more of the total voting power of all outstanding classes of Issuer’s Voting Stock or has the power, directly or indirectly, to elect a majority of the members of Issuer’s Board of Directors and (A) files a
Schedule 13D or Schedule TO, or any successor schedule, form or report under the Exchange Act, disclosing the same, or (B) Issuer or Rayonier TRS otherwise become aware of any such Person or Group, in any case other than through a transaction
that otherwise would be subject to clause (iii) below, but for subclauses (A), (B) or (C) thereof; 
  

 14 








 (iii) Issuer consolidates with, or merges with or into, another person or in a single
transaction or a series of transactions, Issuer sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, Issuer; provided, however,
that a transaction described in this clause (iii) will be deemed not to be an Additional Termination Event so long as (A) the persons that “beneficially owned” directly or indirectly, the shares of Issuer’s Voting Stock
immediately prior to such transaction beneficially own, directly or indirectly, shares of Voting Stock representing a majority of the total voting power of all outstanding classes of Voting Stock of the surviving or transferee person or a parent
thereof, (B) such transaction is effected solely for the purpose of changing Issuer’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding Shares, if at all, solely into shares of the
surviving entity or a direct or indirect parent of the surviving entity or (C) the consolidation or merger, or the sale, assignment, conveyance, transfer, lease or other disposition, is between or among Issuer, Rayonier TRS or Issuer’s or
Rayonier TRS’s respective subsidiaries; 
 (iv) Shares or the common stock into which the notes are then exchangeable
ceases to be listed on the New York Stock Exchange, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; 
 (v) Continuing Directors cease to constitute a majority of Issuer’s Board of Directors; or 
 (vi) Issuer’s stockholders approve any plan or proposal for Issuer’s liquidation or dissolution; 
 provided, however, a merger or consolidation described in clause (iii) above shall not constitute an Additional Termination Event if at least
90% of all the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation consists of common stock traded or depositary shares or receipts in respect
thereof on the New York Stock Exchange, Nasdaq or another national securities exchange (or which will be so traded when issued or exchanged in connection with such merger or consolidation). 
 “Person” and “Group” shall have the meanings given to such terms for purposes of Sections 13(d) and 14(d) of the
Exchange Act or any successor provisions, and the term “Group” includes 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, or any successor
provision. 
 “Beneficial Owner” will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on
the Effective Date. 
 “Beneficially own” and “beneficially owned” have meanings correlative to that of
Beneficial Owner. 
 “Board of Directors” means the board of directors or other governing body charged with the ultimate
management of any person. 
 “Capital Stock” means: (1) in the case of a corporation, corporate stock; (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 interests
(whether general or limited) or membership interests; or (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. 

“Continuing Director” means a director who either was a member of Issuer’s Board of Directors on the date hereof or who becomes
a member of Issuer’s Board of Directors subsequent to such date and whose election, appointment or nomination for election by Issuer’s stockholders is duly approved by a majority of the Continuing Directors on Issuer’s Board of
Directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by Issuer on behalf of its entire Board of Directors in which such individual is named a nominee for director. 
  

 15 








 “Voting Stock” means any class or classes of Capital Stock or other interests then
outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors. 
 (k) Effectiveness. If, prior to the Effective Date, Buyer reasonably determines that it is advisable to cancel the Transaction because of concerns that Buyer’s related hedging activities could be viewed as not complying with
applicable securities laws, rules or regulations, the Transaction shall be cancelled and shall not become effective, and neither party shall have any obligation to the other party in respect of the Transaction. 
 (l) Extension of Settlement. Dealer may divide any Component into additional Components and designate the Expiration Date and the Number of
Warrants for each such Component if Dealer determines, in its reasonable discretion, that such further division is necessary or advisable to preserve Dealer’s hedging activity hereunder in light of existing liquidity conditions in the cash
market or stock loan market or to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable
legal and regulatory requirements. 
 (m) Waiver of Trial by Jury. EACH OF ISSUER AND DEALER HEREBY
IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THE TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES OR ISSUER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
 (n) Submission to Jurisdiction. Each party hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding by the other party against it relating to the Transaction
to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof. 
 (o) Governing Law. THIS CONFIRMATION SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE). 
 (p) Netting and Set-off. Each of Dealer
and Issuer shall not net or set-off its obligations under the Transaction, if any, against its rights against the other party under any other transaction or instrument. Section 6(f) of the Agreement shall not apply. 
 (q) Amendment. If the initial purchasers party to the Purchase Agreement exercise their right to purchase additional exchangeable notes as set
forth therein, then, at the discretion of Issuer, Dealer and Issuer will either enter into a new confirmation evidencing additional warrants to be issued by Issuer to Dealer or amend this Confirmation to evidence such additional warrants (in each
case on pricing terms acceptable to Dealer and Issuer) (such additional confirmation or amendment to this Confirmation to provide for the payment by Dealer to Issuer of the additional premium related thereto in an amount to be agreed between the
parties). 
 (r) Counterparts. This Confirmation may be executed in several counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. 
 (s) Lock Up. Prior to the first anniversary of the Trade
Date, if the initial purchasers party to the Purchase Agreement exercise their right to purchase additional exchangeable notes set forth therein and Issuer does not elect to issue the maximum number of Additional Warrants as provided in paragraph
(q) above, Issuer shall not issue or enter into any warrant, a call option, a variable forward or other derivative linked to the Shares (collectively, “Warrants”), whether cash settled and/or physically settled
and/or net share settled, without a prior written consent of Dealer which shall not be unreasonably withheld, unless 

  

 16 








 
such Warrants are issued (i) pursuant to any present or future employee, director or consultant benefit plan or program of Issuer or any hedging
arrangements in respect thereof, (ii) to all Issuer’s stockholders as a free distribution or a distribution for less than the fair market value of such Warrants (as determined by the Calculation Agent), (iii) as part of mandatorily
convertible units in a bona fide capital raising transaction unrelated to the exchangeable notes sold pursuant to the Purchase Agreement, or (iv) as part of a bona fide Share repurchase transaction unrelated to the exchangeable notes sold
pursuant to the Purchase Agreement. “Additional Warrants” shall equal to the product of (i) the Warrant Entitlement, (ii) the initial exchange rate of the exchangeable notes and (iii) the aggregate principal amount of
the additional notes purchased by the initial purchasers divided by USD1,000. 
 (t) Role of Agent. Credit Suisse Securities
(USA) LLC, in its capacity as Agent, will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Issuer, (C) maintaining books and records relating to this Transaction in
accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Issuer, receiving, delivering, and safeguarding Issuer’s funds and any securities in connection with this
Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. 
  

	 	(i)	Agent is acting in connection with this Transaction solely in its capacity as Agent for Dealer and Issuer pursuant to instructions from Dealer and Issuer. Agent shall have no
responsibility or personal liability to Dealer or Issuer arising from any failure by Dealer or Issuer to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Issuer with any obligation hereunder, including,
without limitation, any obligations to maintain collateral. Each of Dealer and Issuer agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Agent
shall otherwise have no liability in respect of this Transaction hereunder, by guaranty, endorsement or otherwise, except for its gross negligence or willful misconduct in performing its duties as Agent. 

  

	 	(ii)	Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Issuer shall be transmitted exclusively through Agent at the following
address: 

  

			
		  	Credit Suisse Capital LLC
		  	c/o Credit Suisse Securities (USA) LLC
		  	Eleven Madison Avenue
		  	New York, NY 10010
		  	Attn: Senior Legal Officer
		  	Telephone: (212) 538-2616
		  	Facsimile: (212) 325-8036
		
		  	With a copy to:
		  	Credit Suisse Securities (USA) LLC
		  	One Madison Avenue, 8th Floor
		  	New York, New York 10010
		
		  	For payments and deliveries:
		  	Attn: Debbye Turnbull-Philip
		  	Telephone: (212) 538-3604
		  	Facsimile: (212) 325-8175
		
		  	For all other communications:
		  	Attn: Equity Derivatives Documentation
		  	Telephone: (212) 538-6040
		  	Facsimile: (917) 326-2660

  

 17 









	 	(iii)	The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Issuer upon written request. 

  

	 	(iv)	The Agent will furnish to Issuer upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the
Transaction evidenced hereby. 

  

	 	(v)	Dealer and Issuer each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and
needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent. 

  

	 	9.	ISDA Master Agreement: 

 With respect to the Agreement, Issuer and
Dealer agree as follows: 
 PART 1 
 TERMINATION PROVISIONS 
 (a) “Specified Entity” means in relation to Dealer for the purpose of: 
  

					
	Section 5(a)(v) (Default under Specified Transaction):	  	Not Applicable	  	
	Section 5(a)(vi) (Cross Default):	  	Not Applicable	  	
	Section 5(a)(vii) (Bankruptcy):	  	Not Applicable	  	
	Section 5(b)(v) (Credit Event upon Merger):	  	Not Applicable	  	
			
	and in relation to Issuer for the purpose of:	  		  	
			
	Section 5(a)(v) (Default under Specified Transaction):	  	Not Applicable	  	
	Section 5(a)(vi) (Cross Default)	  	Not Applicable	  	
	Section 5(a)(vii) (Bankruptcy)	  	Not Applicable	  	
	Section 5(b)(v) (Credit Event upon Merger):	  	Not Applicable	  	

 (b) “Termination Currency” means United States Dollars. 
 (c) Force Majeure Event. Notwithstanding anything to the contrary contained in the Agreement, Section 5(b)(ii) of the Agreement shall not apply and, for the
avoidance of doubt, a Force Majeure Event shall not constitute a Termination Event with respect to Issuer or Dealer. 
 (d) Failure to Pay or Deliver
Event of Default. Section 5(a)(i) of the Agreement is hereby amended by changing the word “first” wherever it appears therein to “third”. 
 PART 3 
 AGREEMENT TO DELIVER DOCUMENTS 
 For the purpose of Section 4(a)(i) and (ii) of the Agreement, each party agrees to deliver the following documents, as applicable: 
 (a) Tax forms, documents or certificates to be delivered are: none 
  

 18 








 (b) Other Documents to be delivered are: 
  

							
	 PARTY
REQUIRED TO
DELIVER
DOCUMENT
	  	 FORM/DOCUMENT/
 CERTIFICATE
	  	 DATE BY WHICH TO
 BE DELIVERED
	  	 COVERED BY
SECTION 3(d)
REPRESENTATION

	Dealer and Issuer	  	Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Confirmation	  	Effective Date	  	Yes
				
	Dealer and Issuer	  	Certificate of authority and specimen signatures of individuals executing this Confirmation	  	Effective Date	  	Yes

 PART 4 
 MISCELLANEOUS 
  

	(a)	Offices. The provisions of Section 10(a) will apply to the Agreement. 

  

	(b)	Deduction or Withholding for Tax. So long as Issuer is organized under the laws of the United States or any State thereof, the provisions of Section 2(d)(i)(4) of the
Agreement shall not apply to the Transaction. 

  

 19 








 Issuer hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that
errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Issuer with respect to the
Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Credit Suisse Capital LLC, c/o Credit
Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629, Facsimile No. (212) 325-8036. 
  

			
	 Yours faithfully,

	
	CREDIT SUISSE CAPITAL LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 CREDIT SUISSE SECURITIES (USA) LLC,
 AS AGENT FOR CREDIT SUISSE
 CAPITAL LLC

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Agreed and Accepted By:
	
	RAYONIER INC.
		
	By:	 	  

	Name:	 	
	Title:	 	








 Annex A 
 For each Component of the Transaction, the Number of Warrants and Expiration Date is set forth below. 
  

					
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date

	 1
	 	59, 291	 	January 15, 2013
	 2
	 	59, 291	 	January 16, 2013
	 3
	 	59, 291	 	January 17, 2013
	 4
	 	59, 291	 	January 18, 2013
	 5
	 	59, 291	 	January 22, 2013
	 6
	 	59, 291	 	January 23, 2013
	 7
	 	59, 291	 	January 24, 2013
	 8
	 	59, 291	 	January 25, 2013
	 9
	 	59, 291	 	January 28, 2013
	 10
	 	59, 291	 	January 29, 2013
	 11
	 	59, 291	 	January 30, 2013
	 12
	 	59, 291	 	January 31, 2013
	 13
	 	59, 291	 	February 1, 2013
	 14
	 	59, 291	 	February 4, 2013
	 15
	 	59, 291	 	February 5, 2013
	 16
	 	59, 291	 	February 6, 2013
	 17
	 	59, 291	 	February 7, 2013
	 18
	 	59, 291	 	February 8, 2013
	 19
	 	59, 291	 	February 11, 2013
	 20
	 	59, 291	 	February 12, 2013
	 21
	 	59, 291	 	February 13, 2013
	 22
	 	59, 291	 	February 14, 2013
	 23
	 	59, 291	 	February 15, 2013
	 24
	 	59, 291	 	February 19, 2013
	 25
	 	59, 291	 	February 20, 2013
	 26
	 	59, 291	 	February 21, 2013
	 27
	 	59, 291	 	February 22, 2013
	 28
	 	59, 291	 	February 25, 2013
	 29
	 	59, 291	 	February 26, 2013
	 30
	 	59, 291	 	February 27, 2013
	 31
	 	59, 291	 	February 28, 2013
	 32
	 	59, 291	 	March 1, 2013
	 33
	 	59, 291	 	March 4, 2013
	 34
	 	59, 291	 	March 5, 2013
	 35
	 	59, 291	 	March 6, 2013
	 36
	 	59, 291	 	March 7, 2013
	 37
	 	59, 291	 	March 8, 2013
	 38
	 	59, 291	 	March 11, 2013
	 39
	 	59, 291	 	March 12, 2013
	 40
	 	59, 291	 	March 13, 2013
	 41
	 	59, 291	 	March 14, 2013
	 42
	 	59, 291	 	March 15, 2013
	 43
	 	59, 291	 	March 18, 2013
	 44
	 	59, 291	 	March 19, 2013
	 45
	 	59, 291	 	March 20, 2013
	 46
	 	59, 291	 	March 21, 2013
	 47
	 	59, 291	 	March 22, 2013
	 48
	 	59, 291	 	March 25, 2013
	 49
	 	59, 291	 	March 26, 2013
	 50
	 	59, 277	 	March 27, 2013