Component Number

EX-4.8 9 dex48.htm ISSUER WARRANT TRANSACTION AMENDMENT Issuer Warrant Transaction Amendment

EXHIBIT 4.8

Credit Suisse Capital LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

October 15, 2007

Rayonier Inc.

50 North Laura Street

Jacksonville, FL 32202

Re: Issuer Warrant Transaction Amendment

Rayonier Inc. (“Issuer”) and Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”), as its agent, have entered into a confirmation dated as of October 10, 2007, Reference No. 40114194 (the “Confirmation”) relating to Warrants on shares of common stock (no par value) of Issuer issued by Issuer to Dealer. This letter agreement (this “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) evidenced by the Confirmation.

Upon the effectiveness of this Amendment, all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

1. Amendments. The Confirmation is hereby amended as follows:

a. Number of Warrants and Expiration Date. The Numbers of Warrants and Expiration Dates specified in the Confirmation are hereby replaced in their entirety with the Numbers of Warrants and Expiration Dates set forth on Annex A attached hereto.

b. Additional Premium. The “Premium” shall be USD13,435,500.

c. Capped Number. The number “5,929,072” set forth in Section 8(e) of the Confirmation is hereby replaced with the number “7,114,888”.

2. Effectiveness. This Amendment shall become effective upon execution by the parties hereto.

3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

5. Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).


Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.

 

Yours faithfully,
  CREDIT SUISSE CAPITAL LLC
  By:  

 

  Name:  
  Title:  
 

CREDIT SUISSE SECURITIES (USA)

LLC, AS AGENT FOR CREDIT SUISSE

CAPITAL LLC

  By:  

 

  Name:  
  Title:  

Confirmed as of the date first above written:

 

RAYONIER INC.
By:  

 

Name:  
Title:  


Annex A

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

 

Component Number

 

Number of Warrants

 

Expiration Date

1.

  71,149   January 15, 2013

2.

  71,149   January 16, 2013

3.

  71,149   January 17, 2013

4.

  71,149   January 18, 2013

5.

  71,149   January 22, 2013

6.

  71,149   January 23, 2013

7.

  71,149   January 24, 2013

8.

  71,149   January 25, 2013

9.

  71,149   January 28, 2013

10.

  71,149   January 29, 2013

11.

  71,149   January 30, 2013

12.

  71,149   January 31, 2013

13.

  71,149   February 1, 2013

14.

  71,149   February 4, 2013

15.

  71,149   February 5, 2013

16.

  71,149   February 6, 2013

17.

  71,149   February 7, 2013

18.

  71,149   February 8, 2013

19.

  71,149   February 11, 2013

20.

  71,149   February 12, 2013

21.

  71,149   February 13, 2013

22.

  71,149   February 14, 2013

23.

  71,149   February 15, 2013

24.

  71,149   February 19, 2013

25.

  71,149   February 20, 2013

26.

  71,149   February 21, 2013

27.

  71,149   February 22, 2013

28.

  71,149   February 25, 2013

29.

  71,149   February 26, 2013

30.

  71,149   February 27, 2013

31.

  71,149   February 28, 2013

32.

  71,149   March 1, 2013

33.

  71,149   March 4, 2013

34.

  71,149   March 5, 2013

35.

  71,149   March 6, 2013

36.

  71,149   March 7, 2013

37.

  71,149   March 8, 2013

38.

  71,149   March 11, 2013

39.

  71,149   March 12, 2013

40.

  71,149   March 13, 2013

41.

  71,149   March 14, 2013

42.

  71,149   March 15, 2013

43.

  71,149   March 18, 2013

44.

  71,149   March 19, 2013

45.

  71,149   March 20, 2013

46.

  71,149   March 21, 2013

47.

  71,149   March 22, 2013

48.

  71,149   March 25, 2013

49.

  71,149   March 26, 2013

50.

  71,143  

March 27, 2013