This FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of May 17, 2021, among Rayonier L.P., a Delaware limited partnership (the Company), Rayonier Inc., a North Carolina corporation (the Parent Guarantor), Rayonier TRS Holdings Inc., a Delaware corporation (TRS), Rayonier Operating Company LLC, a Delaware limited liability company (ROC, and together with TRS, the Subsidiary Guarantors, and together with ROC and the Parent Guarantor, the Guarantors), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).
RECITALS OF THE COMPANY AND THE GUARANTORS
WHEREAS, the Company and the Trustee have heretofore executed and delivered a senior debt indenture, dated as of September 9, 2020 (the Indenture), providing for the issuance by the Company from time to time of its debt securities to be issued in one or more series;
WHEREAS, Section 9.1(i) of the Indenture provides, among other things, that the Company and the Trustee may to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of debt securities to be issued when there is no such debt security outstanding;
WHEREAS, Sections 2.3 and 9.1 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Indenture to provide for specific terms applicable to any series of notes; WHEREAS, Section 2.3 of the Indenture provides, among other things, that there shall be established in or pursuant to a Board Resolution, and set forth in an Officers Certificate of the Company, or established in one or more indentures supplemental to the Indenture, prior to the issuance of Debt Securities of any series whether Debt Securities of the series are entitled to the benefits of any Guarantee of any Guarantor pursuant to the Indenture;
WHEREAS, the Company intends by this First Supplemental Indenture to amend the Original Indenture prior to the issuance of the Notes (as defined below) as set forth in Article VI hereof;
WHEREAS, the Company intends by this First Supplemental Indenture to create and provide for the issuance of a series of debt securities to be designated as the 2.750% Senior Notes due 2031 (the Notes);
WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Indenture and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Company and the Guarantors according to their terms, and all actions required to be taken by the Company and the Guarantors under the Indenture to make this First Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantors and a valid amendment of, and supplement to, the Indenture, have been done; and