CONTRIBUTION , CONVEYANCE AND ASSUMPTION AGREEMENT

EXHIBIT 10.1

 

Execution Copy

 

CONTRIBUTION, CONVEYANCE AND

ASSUMPTION AGREEMENT

 

TABLE OF CONTENTS

 

 

i

 

SCHEDULES, EXHIBITS AND ANNEX

 

 

ii

 

 

iii

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

 

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”) is entered into as of the 18th day of December, 2003, by and among Rayonier Inc., a North Carolina corporation (“ Rayonier ”), Rayonier Timberlands Operating Company, L.P., a Delaware limited partnership (“ RTOC ”), Rayonier Timberlands, L.P., a Delaware limited partnership (“ MLP ”), Rayonier Timberlands Management, LLC, a Delaware limited liability company (“ RTM LLC ”), Rayonier Forest Resources, LLC, a Delaware limited liability company (“ RFR LLC ”), Rayland, LLC, a Delaware limited liability company (“ Rayland ”), Rayonier TRS Holdings Inc., a Delaware corporation (“ TRS ”), Rayonier Minerals, LLC, a Delaware limited liability company (“ Minerals LLC ”), Rayonier Forest Properties, LLC, a Delaware limited liability company (“ Forest Properties LLC ”), Rayonier Wood Products, LLC, a Delaware limited liability company (“ Wood Products LLC ”), Rayonier Wood Procurement, LLC, a Delaware limited liability company (“ Procurement LLC ”), Rayonier International Wood Products, LLC, a Delaware limited liability company (“ Wood LLC ”), Rayonier Forest Operations, LLC, a Delaware limited liability company (“ Forest Operations LLC ”), Rayonier Properties, LLC, a Delaware limited liability company (“ Properties LLC ”), and Rayonier Performance Fibers, LLC, a Delaware limited liability company (“ Fibers LLC ,” and collectively with Procurement LLC, Wood LLC, Forest Operations LLC and Properties LLC, the “ Operating LLCs ”).

 

RECITALS

 

WHEREAS, the Board of Directors of Rayonier has authorized Rayonier to restructure its operations in order to qualify as a real estate investment trust (“ REIT ”) effective January 1, 2004; and

 

WHEREAS, among other things, the restructuring will require a number of contributions and conveyances of assets and interests by certain parties to this Agreement as well as the assumption of debt by certain parties; and

 

WHEREAS, in furtherance of accomplishing the objectives and purposes set forth in the preceding recitals, the following actions have been taken prior to the date hereof:

 

1.

Rayonier has formed TRS to which Rayonier contributed $1,000 in exchange for all the common shares of TRS.

 

2.

Rayonier has formed Procurement LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Procurement LLC.

 

3.

Rayonier has formed Wood LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Wood LLC.

 

4.

Rayonier has formed Forest Operations LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Forest Operations LLC.

 

5.

Rayonier has formed Properties LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Properties LLC.

 

6.

Rayonier has formed Fibers LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Fibers LLC.

 

7.

Rayonier has formed Minerals LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Minerals LLC.

 

8.

Rayonier has formed Forest Properties LLC to which Rayonier contributed $1,000 in exchange for all the membership interests in Forest Properties LLC.

 

9.

On December 15, 2003, pursuant to Section 266 of the Delaware General Corporation Law, Rayonier Timberlands Management, Inc. converted from a Delaware corporation to a Delaware limited liability company named Rayonier Timberlands Management, LLC.

 

10.

On December 15, 2003, pursuant to Section 266 of the Delaware General Corporation Law, Rayonier Forest Resources Company converted from a Delaware corporation to a Delaware limited liability company named Rayonier Forest Resources, LLC.

 

WHEREAS, in connection with the consummation of the transactions contemplated hereby:

 

11.

On December 19, 2003, Rayonier will distribute a “special dividend” to shareholders of record as of November 14, 2003, consisting of 6,351,975 Rayonier common shares and approximately $61,155,176 in cash.

 

12.

Effective November 29, 2003, Rayonier conveys to each Operating LLC and to Wood Products LLC the respective facilities and assets (and any related permits) set forth on Schedules 2.1 -2.6 hereto needed for the proper operation of such LLC, and each LLC assumes any related liabilities and hereby agrees to provide upstream guarantees at the request of Rayonier: (i) as appropriate, to the holders of, or to the letter of credit issuer banks relating to, the Nassau County Bonds (as defined herein) and Wayne County Bonds (as defined herein), and (ii) to the bank lenders under the Credit Agreement (as defined herein). The forms of guarantee referred to in (i) are attached hereto as Exhibits A - E .

 

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WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur in the order set forth below:

 

13.

At the direction of Rayonier, and for the benefit of (a) RTM LLC, the general partner of RTOC, (b) the MLP, a limited partner of RTOC, (c) Rayonier, a limited partner of RTOC, and (d) RFR LLC, a limited partner of RTOC, RTOC will convey certain of its Southeast timberlands as listed on Schedule 2.10 (the “ Southeast Assets ”) to Forest Properties LLC as a distribution from RTOC and as a capital contribution for the benefit of Rayonier.

 

14.

RTOC will convey its 99% interest in Rayland to Rayonier as a distribution from RTOC for the benefit of (a) RTM LLC, the general partner of RTOC, (b) the MLP, a limited partner of RTOC, (c) Rayonier, a limited partner of RTOC, and (d) RFR LLC, a limited partner of RTOC.

 

15.

Rayland will distribute to Rayonier certain cutting rights listed in Schedule 2.13 (the “ Cutting Rights ”).

 

16.

Rayonier will convey to TRS as a capital contribution its interests in (a) each of the Operating LLCs, (b) Rayland and Forest Properties LLC and (c) each of the subsidiary entities listed in Schedule 2.14(a) . TRS will assume (i) $50,000,000 of the $147,500,000 Series B Senior Notes of RTOC due December 31, 2009 (the “ Series B Smurfit Notes ”), (ii) $112,500,000 of the Series C Senior Notes of RTOC due December 31, 2011 (the “ Series C Smurfit Notes ”), (iii) $112,500,000 of the Series D Senior Notes of RTOC due December 31, 2014 (the “ Series D Smurfit Notes ”), (iv) $50,000,000 principal amount of 6.15% Series C Medium Term Notes of Rayonier due February 2, 2004 (the “ MTNs ”), (v) $23,300,000 principal amount of Nassau County Tax Exempt Pollution Control Private Activity Revenue Bonds, Series 1999, floating interest rate, of Rayonier due October 1, 2008, (vi) $23,110,000 principal amount of Nassau County Tax Exempt Pollution Control Private Activity Revenue Bonds, Series 2002, floating interest rate, of Rayonier due June 1, 2012, (vii) $10,680,000 ($7.86 million outstanding) principal amount of Nassau County Tax Exempt Pollution Control Refunding Revenue Bonds, Series 1993, serial bonds with an average rate of approximately 6.20%, of Rayonier due July 1, 2015 (together with (v) and (vi), the “ Nassau County Bonds ”), (viii) $15,000,000 principal amount of Wayne County Tax Exempt Solid Waste Disposal Revenue Bonds, Series 2000, floating interest rate, of Rayonier due May 1, 2020, (ix) $4,955,000 principal amount of Wayne County 6.15% Tax Exempt Pollution Control Revenue Refunding Bonds, Series 1993, of Rayonier due November 1, 2007 (together with (viii), the “ Wayne County Bonds ”), (x) approximately $282,000,000 of Rayonier net debt owed to the subsidiaries listed on Schedule 2.14(a) (or their subsidiaries) and (xi) certain lease agreements, interest rate and commodity swap agreements, foreign exchange forward contracts and other obligations of Rayonier as set forth on Schedules 3.1(a) , 3.1(b) and 3.2 hereto. In exchange for the capital contributions that Rayonier will convey to TRS as listed in (a)-(c) above, TRS (Y) further agrees to provide upstream guarantees at the request of Rayonier to the holders of, or to the letter of credit issuer banks related to, the Nassau County Bonds and the Wayne County Bonds, as appropriate, and (Z) has provided an upstream guarantee to the bank lenders under the Three Year Revolving Credit Agreement

 

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among Rayonier, TRS and RTOC as borrowers, the several lenders named therein and Credit Suisse First Boston as administrative agent, dated as of November 24, 2003 (the “ Credit Agreement ”). The forms of guarantee referred to in (Y) of the preceding sentence are attached hereto as Exhibits A - E .

 

WHEREAS, following the consummation of the transactions described in 13-16 above, each of the following shall occur effective as of December 31, 2003:

 

17.

The limited partner interest in RTOC owned by RFR LLC will be converted to a general partner interest in RTOC pursuant to Section 13.3 of the RTOC amended and restated partnership agreement, as amended (the “ RTOC Partnership Agreement ”), and the general partner interest in RTOC owned by RTM LLC will be converted to a limited partner interest in RTOC pursuant to Section 13.1 of the RTOC Partnership Agreement.

 

18.

RTM LLC will be liquidated and all of its assets will be distributed to Rayonier pursuant to the terms of its limited liability company agreement.

 

19.

RFR LLC will be renamed Rayonier Timberlands Management, LLC (“ New RTM LLC ”).

 

20.

The MLP will be dissolved and its interests in RTOC will be distributed to Rayonier and New RTM LLC in proportion to their ownership interests in the MLP pursuant to the terms of the amended and restated agreement of limited partnership of the MLP.

 

21.

RTOC will be renamed Rayonier Forest Resources, L.P.

 

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this Agreement undertake and agree as follows:

 

ARTICLE I

DEFINITIONS

 

Section 1.1 Definitions . The following capitalized terms have the meanings given below.

 

“ Agreement ” has the meaning assigned to such term in the opening paragraph.

 

“ Beneficial Owner ” has the meaning assigned to such term in Section 6.2.

 

“ Contributed Assets ” has the meaning assigned to such term in Section 2.14.

 

“ Conveyed Assets ” has the meaning assigned to such term in Section 4.1.

 

“ Conveyancing Documents ” has the meaning assigned to such term in Section 4.1(b).

 

“ Credit Agreement ” has the meaning assigned to such term in the recitals.

 

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“ Cutting Rights ” has the meaning assigned to such term in the recitals.

 

“ Effective Date ” means December 18, 2003.

 

“ Effective Time ” means 12:01 a.m. Eastern Standard Time on the Effective Date.

 

“ Fibers LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Fibers LLC Assets ” has the meaning assigned to such term in Section 2.5.

 

“ Forest Operations LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Forest Operations LLC Assets ” has the meaning assigned to such term in Section 2.3.

 

“ Forest Properties LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ herein ” has the meaning assigned to such term in Section 6.4.

 

“ hereof ” has the meaning assigned to such term in Section 6.4.

 

“ hereunder ” has the meaning assigned to such term in Section 6.4.

 

“ including ” has the meaning assigned to such term in Section 6.4.

 

“ Law ” or “ Laws ” means any and all laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court.

 

“ Minerals LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ MLP ” has the meaning assigned to such term in the opening paragraph.

 

“ MTNs ” has the meaning assigned to such term in the recitals.

 

“ Nassau County Bonds ” has the meaning assigned to such term in the recitals.

 

“ New RTM LLC ” has the meaning assigned to such term in the recitals.

 

“ Operating LLCs ” has the meaning assigned to such term in the opening paragraph.

 

“ Procurement LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Procurement LLC Assets ” has the meaning assigned to such term in Section 2.1.

 

“ Properties LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Properties LLC Assets ” has the meaning assigned to such term in Section 2.4.

 

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“ Rayland ” has the meaning assigned to such term in the opening paragraph.

 

“ Rayland Interest ” has the meaning assigned to such term in Section 2.11.

 

“ Rayonier ” has the meaning assigned to such term in the opening paragraph.

 

“ Rayonier Indebtedness ” has the meaning assigned to such term in Section 3.1(a).

 

“ Rayonier Indebtedness and Obligations ” has the meaning assigned to such term in Section 3.1(a).

 

“ Rayonier Obligations ” has the meaning assigned to such term in Section 3.1(a).

 

“ REIT ” has the meaning assigned to such term in the recitals.

 

“ Restriction ” has the meaning assigned to such term in Section 6.2.

 

“ Restriction Asset ” has the meaning assigned to such term in Section 6.2.

 

“ RFR LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ RTM LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ RTOC ” has the meaning assigned to such term in the opening paragraph.

 

“ RTOC Indebtedness ” has the meaning assigned to such term in Section 3.2.

 

“ RTOC Partnership Agreement ” has the meaning assigned to such term in the recitals.

 

“ Series B Smurfit Notes ” has the meaning assigned to such term in the recitals.

 

“ Series C Smurfit Notes ” has the meaning assigned to such term in the recitals.

 

“ Series D Smurfit Notes ” has the meaning assigned to such term in the recitals.

 

“ Southeast Assets ” has the meaning assigned to such term in the recitals.

 

“ Specific Conveyances ” has the meaning assigned to such term in Section 2.22.

 

“ TRS ” has the meaning assigned to such term in the opening paragraph.

 

“ Wayne County Bonds ” has the meaning assigned to such term in the recitals.

 

“ Wood LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Wood LLC Assets ” has the meaning assigned to such term in Section 2.2.

 

“ Wood Products LLC ” has the meaning assigned to such term in the opening paragraph.

 

“ Wood Products LLC Assets ” has the meaning assigned to such term in Section 2.6.

 

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ARTICLE II

TRANSACTIONS

 

Section 2.1 Contribution by Rayonier to Procurement LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Procurement LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.1 (collectively, the “ Procurement LLC Assets ”), and Procurement LLC hereby accepts the Procurement LLC Assets as a capital contribution and in exchange for the assumption by Procurement LLC of all liabilities related to the Procurement LLC Assets and an agreement by Procurement LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Procurement LLC Assets unto Procurement LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Procurement LLC Assets forever.

 

Section 2.2 Contribution by Rayonier to Wood LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Wood LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.2 (collectively, the “ Wood LLC Assets ”), and Wood LLC hereby accepts the Wood LLC Assets as a capital contribution and in exchange for the assumption by Wood LLC of all liabilities related to the Wood LLC Assets and an agreement by Wood LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Wood LLC Assets unto Wood LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Wood LLC Assets forever.

 

Section 2.3 Contribution by Rayonier to Forest Operations LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Forest Operations LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.3 (collectively, the “ Forest Operations LLC Assets ”), and Forest Operations LLC hereby accepts the Forest Operations LLC Assets as a capital contribution and in exchange for the assumption by Forest Operations LLC of all liabilities related to the Forest Operations LLC Assets and an agreement by Forest Operations LLC to provide upstream guarantees at the request of Rayonier (i) to the

 

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holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Forest Operations LLC Assets unto Forest Operations LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Forest Operations LLC Assets forever.

 

Section 2.4 Contribution by Rayonier to Properties LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Properties LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.4 (collectively, the “ Properties LLC Assets ”), and Properties LLC hereby accepts the Properties LLC Assets as a capital contribution and in exchange for the assumption by Properties LLC of all liabilities related to the Properties LLC Assets and an agreement by Properties LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Properties LLC Assets unto Properties LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Properties LLC Assets forever.

 

Section 2.5 Contribution by Rayonier to Fibers LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Fibers LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.5 (collectively, the “ Fibers LLC Assets ”), and Fibers LLC hereby accepts the Fibers LLC Assets as a capital contribution and in exchange for the assumption by Fibers LLC of all liabilities related to the Fibers LLC Assets and an agreement by Fibers LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Fibers LLC Assets unto Fibers LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Fibers LLC Assets forever.

 

Section 2.6 Contribution by Rayonier to Wood Products LLC of Certain Assets . Rayonier hereby contributes, transfers, assigns and conveys, effective as of November 29, 2003, to Wood Products LLC, its successors and assigns, for its and their use forever, all right, title and interest of Rayonier in and to the facilities and any related assets and permits needed for the proper operation of such facilities and related assets as described on Schedule 2.6 (collectively,

 

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the “ Wood Products LLC Assets ”), and Wood Products LLC hereby accepts the Wood Products LLC Assets as a capital contribution and in exchange for the assumption by Wood Products LLC of all liabilities related to the Wood Products LLC Assets and an agreement by Wood Products LLC to provide upstream guarantees at the request of Rayonier (i) to the holders of, or to the letter of credit issuer banks related to, the Wayne County Bonds and Nassau County Bonds, as appropriate, and (ii) to the bank lenders under the Credit Agreement.

 

TO HAVE AND TO HOLD the Wood Products LLC Assets unto Wood Products LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions of this Agreement and in all instruments of conveyance covering the Wood Products LLC Assets forever.

 

Section 2.7 Reserved

 

Section 2.8 Reserved

 

Section 2.9 Reserved

 

Section 2.10 Distribution by RTOC to Forest Properties LLC of the Southeast Assets .

 

(a) Pursuant to resolutions of the board of directors of RTM LLC, acting in its capacity as the general partner of RTOC, and in accordance with the necessary Specific Conveyances, RTOC hereby distributes, transfers, assigns and conveys to the MLP, Rayonier and RFR LLC, for their benefit as owners of the limited partner interests in RTOC and for their use forever, all right, title and interest of RTOC in and to the Southeast Assets as set forth on Schedule 2.10 , and the MLP, Rayonier and RFR LLC hereby accept the Southeast Assets from RTOC as a distribution in the proportion to their respective ownership interests in RTOC, being 88.93%, 10.18% and 0.89%, respectively.

 

TO HAVE AND TO HOLD the Southeast Assets unto the MLP, Rayonier and RFR LLC, and their successors and assigns, in proportion to their respective ownership interests in RTOC, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions of this Agreement and in such instruments of conveyance covering the Southeast Assets forever.

 

(b) Pursuant to resolutions of the board of directors of (i) RFR LLC, acting on its own behalf and in its capacity as the general partner of the MLP, and in accordance with the necessary Specific Conveyances, at the request of Rayonier each of the MLP and RFR LLC hereby distributes, transfers, assigns and conveys to Forest Properties LLC, for its use forever, all of the MLP’s and RFR LLC’s respective rights, title and interest in and to the Southeast Assets, being a 88.93% and 0.89% interest, respectively, and Forest Properties LLC hereby accepts such interests in the Southeast Assets from the MLP and RFR LLC as a distribution and as a capital contribution for the benefit of Rayonier; and (ii) Rayonier, acting on its own behalf and in accordance with the necessary Specific Conveyances, hereby distributes, transfers, assigns and conveys to Forest Properties LLC, for its use forever, all of Rayonier’s rights, title and interest in and to the Southeast Assets, being a 10.18% interest, and Forest Properties LLC hereby accepts such interests in the Southeast Assets from Rayonier as a distribution and as a capital contribution by Rayonier.

 

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TO HAVE AND TO HOLD the Southeast Assets unto Forest Properties LLC, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions stated in this Agreement and in all instruments of conveyance covering the Southeast Assets forever.

 

Section 2.11 Distribution by RTOC to Rayonier of Interest in Rayland .

 

(a) Pursuant to resolutions of the board of directors of RTM LLC, acting in its capacity as the general partner of RTOC, and in accordance with the necessary Specific Conveyances, RTOC hereby distributes, transfers, assigns and conveys to the MLP, Rayonier and RFR LLC, for their benefit as owners of the limited partner interests in RTOC and for their use forever, all right, title and interest of RTOC in and to its limited liability company interests in Rayland, representing a 99% limited liability company interest in Rayland (the “ Rayland Interest ”), and the MLP, Rayonier and RFR LLC hereby accept the Rayland Interest from RTOC as a distribution in the proportion to their respective ownership interests in RTOC being 88.93%, 10.18% and 0.89%, respectively.

 

TO HAVE AND TO HOLD the Rayland Interest unto the MLP, Rayonier and RFR LLC, and their successors and assigns, in proportion to their respective ownership interests in RTOC, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions of this Agreement and in such instruments of conveyance covering the Rayland Interest forever.

 

(b) Pursuant to resolutions of the board of directors of RFR LLC, acting on its own behalf and in its capacity as the general partner of the MLP, and in accordance with the necessary Specific Conveyances, each of the MLP and RFR LLC hereby distributes, transfers, assigns and conveys to Rayonier, for its use forever, all of the MLP’s and RFR LLC’s respective rights, title and interest in and to the Rayland Interest, being a 88.93% and 0.89% interest, respectively, and Rayonier hereby accepts such interests in the Rayland Interest from the MLP and RFR LLC as a distribution. As a result of the above distribution, combined with Rayonier’s previously held interest, Rayonier shall hold 100% of the limited liability company interests in Rayland.

 

TO HAVE AND TO HOLD the Rayland Interest unto Rayonier, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the terms and conditions stated in this Agreement and in all instruments of conveyance covering the Rayland Interest forever.

 

Section 2.12 Reserved .

 

Section 2.13 Distribution by Rayland to Rayonier of Certain Cutting Rights . Rayland hereby distributes, contributes, transfers, assigns and conveys to Rayonier, its successors and assigns, for its and their use forever, all right, title and interest of Rayland in and to the Cutting Rights set forth on Schedule 2.13 , and Rayonier hereby accepts the Cutting Rights as a distribution.

 

TO HAVE AND TO HOLD the Cutting Rights unto Rayonier, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject

 

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to the terms and conditions of this Agreement and in the instruments of conveyance covering the Cutting Rights forever.

 

Section 2.14 Contribution by Rayonier to TRS of Contributed Assets . Rayonier hereby contributes, transfers, assigns and conveys to TRS, its successors and assigns, for its and their own use forever, all right, title and interest of Rayonier in and to (a) all the limited liabi