RAYONIER TRS HOLDINGS INC. 4.50% Senior Exchangeable Notes due 2015 Unconditionally Guaranteed by Rayonier Inc

EXECUTION COPY

Exhibit 4.2

$172,500,000

RAYONIER TRS HOLDINGS INC.

4.50% Senior Exchangeable Notes due 2015

Unconditionally Guaranteed by Rayonier Inc.

REGISTRATION RIGHTS AGREEMENT

August 12, 2009

Credit Suisse Securities (USA) LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

J.P. Morgan Securities Inc.

As Representatives of the several Initial Purchasers

Dear Sirs:

Rayonier TRS Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. as Representatives of the initial purchasers set forth on Schedule A hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated August 6, 2009 (the “Purchase Agreement”), $172,500,000 aggregate principal amount (which principal amount includes the $22,500,000 over-allotment option exercised by the Initial Purchasers in accordance with the Purchase Agreement) of its 4.50% Senior Exchangeable Notes due 2015 (the “Notes”), to be fully and unconditionally guaranteed (the “Guarantee”) by Rayonier Inc., a North Carolina corporation and parent of the Issuer (the “Guarantor”, and together with the Issuer, the “Company”). The Notes and the Guarantee are together referred to as the “Initial Securities”. The Initial Securities will be exchangeable into shares of common stock, no par value, of the Guarantor (the “Common Stock”), at an initial exchange price of approximately $50.24 per share as described in the Offering Circular, dated as of August 6, 2009, and relating to the offering of the Initial Securities (the “Offering Circular”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 12, 2009, (the “Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers) and the Common Stock issuable upon exchange of the Initial Securities (collectively, the “Securities”) from time to time until such time as such Securities have been sold pursuant to a Shelf Registration Statement (as defined below) (each of the foregoing a “Holder”, and collectively, the “Holders”), as follows:

1.  Shelf Registration . (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 90 days after the First Closing Date, as defined in the Purchase Agreement), file with the United States Securities and Exchange Commission (the “Commission”) and thereafter shall use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement”) on an appropriate form under the Securities Act (as defined in the Purchase Agreement) relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5(e) hereof) by the Holders thereof from time to time in

accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided , however , that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year from the date of original issuance of the Initial Securities or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities (such period being referred to as the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

2.  Registration Procedures . In connection with any Shelf Registration contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to the Initial Purchasers, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; and (ii) include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 2(d) and (h), the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.

(b) The Company shall give written notice to the Initial Purchasers and (in the cases of clauses (ii) through (iv) hereof) the Holders (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Shelf Registration Statement or any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Shelf Registration Statement or the prospectus included therein or for additional information;

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(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Shelf Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405.

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the prospectus in order that the Shelf Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Shelf Registration Statement.

(d) The Company shall make the Shelf Registration Statement and any post-effective amendment or supplement thereto accessible on the Commission’s EDGAR (as defined in the Purchase Agreement) system and, if the Holder so requests in writing, shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so further requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.

(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(f) Prior to any public offering of the Securities, pursuant to any Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Shelf Registration Statement; provided , however , that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(g) The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names

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as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Shelf Registration Statement.

(h) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 2(b) above during the period for which the Company is required to maintain an effective Shelf Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Shelf Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers and the Holders in accordance with paragraphs (ii) through (v) of Section 2(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made (such period, the “Suspension Period”), then the Initial Purchasers and the Holders of the Securities shall suspend use of such prospectus. During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will, prior to the expiration of the Shelf Registration Period, file, and use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

(i) Not later than the effective date of the Shelf Registration Statement, the Company will provide a CUSIP number for the Initial Securities and the Common Stock registered under the Shelf Registration Statement and provide the Trustee with printed certificates for the Initial Securities in a form eligible for deposit with The Depository Trust Company.

(j) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period.

(k) The Company shall cause the indenture governing the Notes (the “Indenture”) to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(l) (i) Each Holder agrees that if such Holder wishes to sell Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 2(l). Following the date that the Shelf Registration Statement is declared effective (or becomes effective automatically upon filing), each Holder wishing to sell Securities pursuant to a Shelf Registration Statement and related prospectus agrees to complete and deliver a Notice and Questionnaire, in substantially the form set forth as Annex A to the Offering Circular, to the Company at least 10 business days prior to any intended distribution of Securities under the Shelf Registration Statement. A Holder delivering such a Notice and Questionnaire is sometimes referred to herein as a “Notice Holder”. Each Holder who elects to sell Securities pursuant to a Shelf Registration Statement agrees by submitting a Notice and Questionnaire to the person specified therein, it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. The Company may exclude from such registration the Securities of any Holder

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that fails to furnish such information within such time period, and no such Holders shall be entitled to receive Additional Interest pursuant to Section 5 hereto. Within 10 business days after the later of receipt of a completed Notice and Questionnaire or the expiration of any Suspension Period in effect when such questionnaire is delivered, the Company will file, if required by applicable law, a post-effective amendment to the Shelf Registration Statement or a supplement to the prospectus contained in the Shelf Registration Statement. In no event will the Company be required to file more than one post-effective amendment in any calendar quarter or to file a supplement or post-effective amendment during any Suspension Period.

(ii) Each Holder agrees, by acquisition of the Securities, that no Holder shall be entitled to sell any of such Securities pursuant to a Shelf Registration Statement or to receive a prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to this Section 2(l) (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Securities as the Company may from time to time reasonably request. Any sale of any Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the prospectus delivered to such Holder in connection with such disposition, that such prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such prospectus, in light of the circumstances under which they were made, not misleading.

(iii) Each Holder agrees by acquisition of its Securities that upon actual receipt of any notice from the Company of the happening of any event of the kind described in Sections 2(b)(ii)-(v) hereof, such Holder will forthwith discontinue disposition of such Securities covered by such Shelf Registration Statement or prospectus until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2(h) hereof, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any amendments or supplements thereto.

(m) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(n) The Company shall (i) make available for inspection by not more than one representative appointed by a majority in principal amount of Notes outstanding held by selling Holders of such Securities being sold and one firm of attorneys and one accounting firm (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours at such time or times as shall be mutually convenient for the Guarantor and the Inspectors as a group, all financial and other records, pertinent corporate documents and instruments of the Guarantor and its subsidiaries (collectively, the “Records”) and (ii) cause the officers, directors and employees of the Guarantor and its subsidiaries to supply all information reasonably requested by any such Inspector as shall be reasonably necessary to enable Inspectors to exercise any applicable due diligence responsibilities for purposes of Section 11 of the Securities Act. Records that the Guarantor determines, in good faith, to be confidential and any Records that it notifies the Inspectors are confidential shall not be disclosed by any Inspector unless (I) the disclosure of such Records is necessary to avoid or