1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ........... TO ............
COMMISSION FILE NUMBER 1-6780
RAYONIER INC.
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number l3-2607329
l177 Summer Street, Stamford, Connecticut 06905-5529
(Principal Executive Office)
Telephone Number: (203) 348-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months and (2) has been subject to such filing requirements for
the past 90 days.
YES (X) NO ( )
As of August 6, 1996, there were 29,469,322 Common Shares of the Registrant
outstanding.
__________
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RAYONIER INC.
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Consolidated Income for the
Three Months and Six Months
Ended June 30, 1996 and 1995 1
Consolidated Balance Sheets as of June 30, 1996
and December 3l, 1995 2
Statements of Consolidated Cash Flows for the
Six Months Ended June 30, 1996 and 1995 3
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 4-6
Item 3. Selected Operating Data 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Signature 8
Exhibit Index 9-10
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited financial statements reflect, in the opinion of Rayonier
Inc. (Rayonier or the Company), all adjustments (which include only normal
recurring adjustments) necessary for a fair presentation of the results of
operations, the financial position and the cash flows for the periods presented.
Certain reclassifications have been made to the prior year's financial
statements to conform to current year presentation. For a full description of
accounting policies, please refer to Notes to Consolidated Financial Statements
in the 1995 Annual Report on Form 10-K.
RAYONIER INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
SALES $ 296,667 $ 313,564 $ 590,647 $ 599,396
----------- ----------- ----------- -----------
Costs and expenses
Cost of sales 254,787 252,213 480,461 476,257
Selling and general expenses 9,398 9,426 18,241 17,813
Other operating income, net (467) (1,766) (896) (3,209)
----------- ----------- ----------- -----------
263,718 259,873 497,806 490,861
----------- ----------- ----------- -----------
OPERATING INCOME 32,949 53,691 92,841 108,535
Interest expense (7,097) (8,773) (14,243) (17,308)
Interest and miscellaneous income, net 1,473 999 2,961 1,667
Minority interest (7,549) (7,272) (16,537) (16,572)
----------- ----------- ----------- -----------
Income before income taxes 19,776 38,645 65,022 76,322
Provision for income taxes (4,372) (12,307) (18,141) (24,835)
----------- ----------- ----------- -----------
NET INCOME $ 15,404 $ 26,338 $ 46,881 $ 51,487
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE $ 0.51 $ 0.88 $ 1.56 $ 1.72
=========== =========== =========== ===========
Weighted average Common Shares
outstanding 30,030,479 29,955,149 30,060,476 29,895,951
=========== =========== =========== ===========
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(THOUSANDS OF DOLLARS)
ASSETS
June 30, December 31,
1996 1995
-------------- ---------------
CURRENT ASSETS
Cash and short-term investments $ 4,813 $ 10,932
Accounts receivable, less allowance for doubtful
accounts of $4,394 and $4,420 138,039 128,478
Inventories
Finished goods 63,047 71,307
Work in process 21,351 25,681
Raw materials 41,793 44,350
Manufacturing and maintenance supplies 30,780 28,740
------------- --------------
Total inventories 156,971 170,078
Timber stumpage 31,198 49,464
Other current assets 22,703 15,412
Deferred income taxes 13,243 15,208
------------- --------------
Total current assets 366,967 389,572
OTHER ASSETS 47,752 47,239
TIMBER STUMPAGE 34,940 29,396
TIMBER, TIMBERLANDS AND LOGGING ROADS,
NET OF DEPLETION AND AMORTIZATION 483,244 476,463
PROPERTY, PLANT AND EQUIPMENT
Land, buildings, machinery and equipment 1,358,027 1,292,059
Less - accumulated depreciation 617,492 586,796
------------- --------------
740,535 705,263
------------- --------------
$ 1,673,438 $ 1,647,933
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 89,326 $ 102,938
Bank loans and current maturities 2,929 3,040
Accrued taxes 20,050 9,941
Accrued payroll and benefits 18,041 26,554
Accrued interest 5,166 5,268
Other current liabilities 36,370 39,943
Current reserves for dispositions 16,116 16,047
------------- --------------
Total current liabilities 187,998 203,731
DEFERRED INCOME TAXES 163,245 160,574
LONG-TERM DEBT 461,972 446,696
NON-CURRENT RESERVES FOR DISPOSITIONS 19,292 23,542
OTHER NON-CURRENT LIABILITIES 26,519 25,204
MINORITY INTEREST 21,386 18,815
SHAREHOLDERS' EQUITY
Common Shares, 60,000,000 shares authorized, 29,510,389
and 29,653,278 shares issued and outstanding 152,977 159,032
Retained earnings 640,049 610,339
------------- --------------
793,026 769,371
------------- --------------
$ 1,673,438 $ 1,647,933
============= ==============
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5
RAYONIER INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(THOUSANDS OF DOLLARS)
Six Months
Ended June 30,
--------------
1996 1995
------------- --------------
OPERATING ACTIVITIES
Net income $ 46,881 $ 51,487
Non-cash items included in income
Depreciation, depletion and amortization 46,687 47,238
Deferred income taxes 4,024 7,912
Increase in other non-current liabilities 1,315 2,679
Change in accounts receivable, inventories
and accounts payable (10,066) (60,371)
Decrease in current timber stumpage 18,266 268
Increase in other current assets (7,291) (2,904)
Decrease in accrued liabilities (2,079) (10,112)
Change in reserves for dispositions (2,500) (2,533)
------------- --------------
Cash from operating activities 95,237 33,664
------------- --------------
INVESTING ACTIVITIES
Capital expenditures, net of sales and retirements
of $671 and $713 (88,740) (68,332)
Expenditures for dispositions, net
of tax benefits of $612 and $2,165 (1,069) (3,654)
Change in timber stumpage and other assets (6,057) (1,087)
------------- --------------
Cash used for investing activities (95,866) (73,073)
------------- --------------
FINANCING ACTIVITIES
Issuance of debt 17,200 50,773
Repayments of debt (2,035) (201)
Dividends (17,170) (14,808)
(Repurchase) issuance of Common Shares (6,056) 858
Increase (decrease) in minority interest 2,571 (1,037)
------------- --------------
Cash (used for) provided by financing activities (5,490) 35,585
------------- --------------
CASH AND SHORT-TERM INVESTMENTS
Decrease during the period (6,119) (3,824)
Balance, beginning of period 10,932 9,178
------------- --------------
Balance, end of period $ 4,813 $ 5,354
============= ==============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 15,210 $ 16,755
============= ==============
Income taxes, net of refunds $ 6,900 $ 19,251
============= ==============
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The sales and operating income of Rayonier's business segments for the three and
six months ended June 30, 1996 and 1995 were as follows (thousands of dollars):
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
SALES
TIMBER AND WOOD PRODUCTS
Log trading and merchandising $ 92,965 $ 121,301 $ 160,757 $ 201,302
Timberlands management and stumpage 41,192 37,508 90,941 87,661
Wood products 27,129 19,409 47,767 34,532
Intrasegment eliminations (3,158) (5,564) (8,287) (9,748)
----------- ----------- ----------- -----------
Total Timber and Wood Products 158,128 172,654 291,178 313,747
----------- ----------- ----------- -----------
SPECIALTY PULP PRODUCTS
Chemical cellulose 95,499 82,423 200,143 166,029
Fluff and specialty paper pulps 43,856 64,933 101,738 132,093
----------- ----------- ----------- -----------
Total Specialty Pulp Products 139,355 147,356 301,881 298,122
----------- ----------- ----------- -----------
Intersegment eliminations (816) (6,446) (2,412) (12,473)
----------- ----------- ----------- -----------
Total sales $ 296,667 $ 313,564 $ 590,647 $ 599,396
=========== =========== =========== ===========
OPERATING INCOME
Timber and Wood Products $ 32,466 $ 35,747 $ 69,649 $ 78,501
Specialty Pulp Products 4,035 20,374 29,175 35,647
Corporate and other (3,693) (3,330) (6,189) (5,501)
Intersegment eliminations 141 900 206 (112)
----------- ----------- ----------- -----------
Total operating income $ 32,949 $ 53,691 $ 92,841 $ 108,535
=========== =========== =========== ===========
RESULTS OF OPERATIONS
SALES AND OPERATING INCOME
Sales of $297 million for the second quarter of 1996 were $17 million or 5
percent lower than the second quarter of 1995 due primarily to lower log trading
and merchandising sales in the Pacific Rim. Operating income of $33 million was
$21 million or 39 percent lower than last year's second quarter due to lower
fluff pulp pricing and continued weakness in Asian wood markets which affected
pricing for logs. Sales for the six months ended June 30, 1996 of $591 million
were $9 million or 1 percent lower than the prior year, and operating income of
$93 million decreased $16 million or 14 percent from the prior year.
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7
Timber and Wood Products
Timber and Wood Products' sales in the second quarter were $158 million, down
$15 million from the 1995 second quarter. Operating income for the quarter of
$32 million was down $3 million from the prior year. Sales for the six month
period were $291 million, down $23 million from the same period of 1995, with
operating income of $70 million down $9 million from the prior year. The
declines were due to lower log and stumpage prices reflecting continued softness
in Asian markets.
Log trading and merchandising sales and operating income, which include the
Company's New Zealand log sales, declined from the 1995 second quarter due to
weakness in Asian markets which pushed prices down for U.S. domestic and export
logs. In New Zealand, volume was down compared to last year's second quarter and
pricing was slightly lower, due to continued weak export markets.
Timberlands management and stumpage sales improved from the second quarter of
1995 reflecting higher volume which was mostly offset by lower stumpage prices
contracted during weak 1995-96 timber and wood markets. By midyear, customers in
the Northwest had cut about two-thirds of the anticipated annual harvest at
prices higher than the Company expects to realize in the second half of 1996.
Wood products results improved significantly from a year ago due to improved
lumber markets and lower log costs.
Specialty Pulp Products
Sales of Specialty Pulp Products were $139 million, down $8 million from last
year's second quarter, and operating income declined $16 million as a result of
lower fluff pulp pricing. Shipments remained strong even though the Company's
Port Angeles, Washington, mill took market down time.
Specialty Pulp Products sales for the first half of 1996 were $302 million, up
$4 million from the prior period reflecting higher volume. Operating income
declined $6 million to $29 million in 1996 reflecting lower fluff pulp prices
largely offset by higher chemical cellulose prices. Fluff pulp prices declined
significantly in the first six months of 1996 stabilizing late in the second
quarter.
The Company is undertaking a comprehensive study to help develop long-term
strategies to enhance profitability and reduce the cyclicality of its specialty
pulp business. The study will focus on potential growth opportunities, new end
uses and the cost competitiveness of each of the pulp mills.
Intersegment
Six month intersegment sales of $2 million in 1996 were less than the comparable
1995 amount due to lower stumpage sales from the Timber and Wood Products
segment to the Specialty Pulp Products segment.
OTHER ITEMS
As previously announced, the Company's results for 1996 are expected to be below
last year's results. Fluff pulp pricing bottomed out in the second quarter of
1996 and appears to be on a modest upward trend with price increases announced
for the third quarter. Some of this initial price move will be offset by
moderate reductions in second half prices for chemical cellulose pulps, which
lag the commodity pulp cycle. In the Timber and Wood Products segment, weak
Asian markets will likely result in lower demand and prices for export logs and
timber in the second half of 1996.
The Company's Form 10-K for 1995 referred to federal environmental regulations
governing air and water discharges that were proposed in 1993. In July 1996, the
U.S. Environmental Protection Agency announced that it anticipates that
technologies other than those which formed the basis of the proposed water
regulations will be used to establish the final regulations for dissolving pulp
mills. The agency said that it would await the results of studies being
undertaken by the Company and other manufacturers of chemical cellulose pulps
before proposing final regulations. The Company now expects that its costs to
comply with these regulations will probably be less than previously estimated
with implementation required at later dates than originally projected.
Interest expense was $14 million for the first half of 1996, $3 million
favorable to 1995, reflecting a lower average debt level, lower interest rates
and higher capitalized interest expense.
Minority interest in the earnings of Rayonier's subsidiary, Rayonier
Timberlands, L.P. (RTLP) was relatively flat to the first half of 1995,
reflecting higher Northwest U.S. stumpage volume offset by lower Southeast U.S.
stumpage volume and lower prices in
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8
both regions. The minority participation in the earnings of RTLP will change
from approximately 24 percent to approximately 1 percent effective January 1,
2001.
The effective tax rate for the first half of 1996 was 27.9 percent compared to
32.5 percent in the 1995 first half. The change reflects 1996 recognition of a
tax asset related to a prior year transaction following resolution of various
uncertainties related to its realization.
NET INCOME
Net income for the second quarter was $15 million or $0.51 per Common Share,
down $11 million or $0.37 per Common Share from 1995. Net income for the six
months ended June 30, 1996 was $47 million or $1.56 per Common Share, down $5
million or $0.16 per Common Share.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities of $95 million for the first six months of
1996 increased from $34 million in 1995 as a result of reduced working capital
requirements. EBITDA (defined as earnings from continuing operations before
non-recurring items, interest expense, income taxes and depreciation, depletion
and amortization) for the first six months of 1996 of $126 million decreased $15
million from the comparable period of 1995. Cash from operations and new debt
financed capital expenditures of $89 million, dividends of $17 million and the
repurchase of Common Shares of $7 million. Second quarter ending debt of $465
million was $15 million greater than year-end debt. The Company's
debt-to-total-capital-ratio at June 30, 1996 was 37 percent, the same level as
at year-end 1995.
During the first quarter of 1996, the Company began a common share repurchase
program to minimize the dilutive effect on earnings per share of its employee
incentive stock plans. The number of shares that may be repurchased each year is
limited to the greater of 1.5 percent of the Company's outstanding shares or the
number of incentive stock shares issued to employees during the year. The
Company expects to repurchase approximately 300,000 to 450,000 shares in 1996.
In the first six months, 191,700 shares were repurchased at an average cost of
$36.03 per share with a total cost of approximately $7 million.
The Company has unsecured credit facilities totaling $300 million, which are
used for direct borrowings and as support for $115 million of outstanding
commercial paper. As of June 30, 1996, the Company had $185 million of available
borrowings under its revolving credit facilities. In addition, through currently
effective shelf registration statements filed with the Securities and Exchange
Commission, the Company may offer up to $141 million of new public debt
securities. The Company believes that internally generated funds combined with
available external financing will enable Rayonier to fund capital expenditures,
share repurchases, working capital and other liquidity needs for the foreseeable
future.
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ITEM 3. SELECTED OPERATING DATA
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
TIMBER AND WOOD PRODUCTS
Log sales
North America - millions of board feet 83 108 134 168
New Zealand - thousands of cubic meters 427 465 856 852
Other - millions of board feet 3 4 9 6
Timber harvest
Northwest U.S. - millions of board feet 53 42 114 88
Southeast U.S. - thousands of short green tons 537 476 1,107 1,148
New Zealand - thousands of cubic meters 291 324 548 604
Lumber sold - millions of board feet 73 53 134 94
Intercompany sales
Logs - millions of board feet 2 10 4 11
Northwest U.S. timber stumpage
- millions of board feet 4 10 13 17
Southeast U.S. timber stumpage
- thousands of short green tons 28 37 76 202
SPECIALTY PULP PRODUCTS
Pulp sales
Chemical cellulose sales - thousands of metric tons 100 103 211 208
Fluff and specialty paper pulp sales - thousands of metric tons 91 81 173 174
Production as a percent of capacity 85.7% 89.9% 89.6% 95.3%
SELECTED SUPPLEMENTAL INFORMATION (thousands of dollars)
New Zealand - Sales $25,709 $28,794 $ 51,005 $ 53,076
====== ====== ======= ======
New Zealand - Operating Income $ 1,984 $ 3,714 $ 3,404 $ 7,407
====== ====== ======= =======
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on May 17,
1996. At that meeting, three directors were elected as follows (there
were no broker non-votes with respect to the election of directors):
Votes For Votes Withheld
--------- --------------
Directors of Class II, Term Expires in 1999:
William J. Alley 26,538,261 79,477
Paul G. Kirk, Jr. 26,250,342 367,396
Gordon I. Ulmer 26,546,950 70,788
ITEM 5. OTHER INFORMATION
On July, 19, 1996, W. Lee Nutter was elected President and Chief
Operating Officer and a director of the Company. On the same date,
Ronald M. Gross's title was changed to Chairman and Chief Executive
Officer.
William J. Alley, a director of the Company, died on July 26, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index.
(b) Rayonier Inc. did not file a report on Form 8-K during the
quarter covered by this report.
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of l934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
RAYONIER INC. (Registrant)
---------------------------
BY KENNETH P. JANETTE
------------------
Kenneth P. Janette
Vice President and Corporate Controller
August 13, 1996 (Chief Accounting Officer)
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EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
2 Plan of acquisition, reorganization, None
arrangement, liquidation or succession
3.1 Amended and restated articles of incorporation No amendments
3.2 By-laws No amendments
4.1 Amendment No. 1, dated as of June 16, 1995, to Filed herewith
the $100 million 364-day Revolving Credit Agreement
dated as of April 14, 1995 among Rayonier Inc. as
Borrower and the banks named therein as Banks,
Citibank, N.A. as Administrative Agent and Citicorp
Securities, Inc. and the Toronto-Dominion Bank
as Arrangers
4.2 Amendment No. 2, dated as of April 12, 1996, to Filed herewith
the $100 million 364-day Revolving Credit Agreement
dated as of April 14, 1995 among Rayonier Inc. as
Borrower and the banks named therein as Banks,
Citibank, N.A. as Administrative Agent and Citicorp
Securities, Inc. and the Toronto-Dominion Bank
as Arrangers
4.3 Amendment No. 1, dated as of June 16, 1995, to Filed herewith
the $200 million Revolving Credit Agreement
dated as of April 14, 1995 among Rayonier Inc. as
Borrower and the banks named therein as Banks,
Citibank, N.A. as Administrative Agent and Citicorp
Securities, Inc. and the Toronto-Dominion Bank
as Arrangers
4.4 Amendment No. 2, dated as of April 12, 1996, to Filed herewith
the $200 million Revolving Credit Agreement
dated as of April 14, 1995 among Rayonier Inc. as
Borrower and the banks named therein as Banks,
Citibank, N.A. as Administrative Agent and Citicorp
Securities, Inc. and the Toronto-Dominion Bank
as Arrangers
4.5 Instruments defining the rights of security holders, Not required to be filed. The
including indentures Registrant hereby agrees to file
with the Commission a copy of
any instrument defining the rights
of holders of the Registrant's
long-term debt upon request of
the Commission.
10 Material contracts None
11 Statement re computation of per share earnings Not required to be filed
9
12
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
12 Statement re computation of ratios Filed herewith
15 Letter re unaudited interim financial information None
18 Letter re change in accounting principles None
19 Report furnished to security holders None
22 Published report regarding matters None
submitted to vote of security holders
23 Consents of experts and counsel None
24 Power of attorney None
27 Financial data schedule Filed herewith
99 Additional exhibits None
10
1
EXHIBIT 4.1
AMENDMENT NO. 1 TO THE
U.S. $100,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of June 16, 1995
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Rayonier Inc., a
North Carolina corporation (the "Borrower"), the banks, financial institutions
and other institutional lenders parties to the Credit Agreement referred to
below (collectively, the "Lenders") and Citibank, N.A., as administrative agent
(the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent
have entered into a Credit Agreement dated as of April 14, 1995, (the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.
(3) The Required Lenders are, on the terms and conditions
stated below, willing to grant the request of the Borrower and the Borrower and
the Required Lenders have agreed to amend the Credit Agreement as hereinafter
set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 is amended by adding the following definition
in proper alphabetical sequence:
" 'RIFSL' " has the meaning specified in Section 5.02(c)(v).
(b) Section 5.02(c) is amended by deleting the word "and" at
the end of subclause (iii) and substituting "," therefor.
2
2
(c) Section 5.02(c) is further amended by adding at the end of
subclause (iv) before the period thereto, the following:
"and (v) sales from time to time during the period from June
16, 1995 through and including April 12, 1996 of accounts
receivables by the Borrower to its indirect wholly owned
subsidiary Rayonier International Financial Services Limited
("RIFSL"), provided that (x) RIFSL is at all times during such
period an indirect wholly-owned subsidiary of the Borrower and
(y) with respect to each such sale (1) the aggregate fair
market value of the accounts receivables sold by the Borrower
to RIFSL in each such sale shall not exceed $50,000,000, (2)
such sales are for cash and (3) such sales are on terms no
less favorable to the Borrower than it would obtain in a
comparable arms-length transaction.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment.
The effectiveness of this Amendment is conditioned upon the
accuracy of the factual matters described herein. This Amendment is subject to
the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, in accordance with Section 2, on and as
of the date this Amendment becomes effective:
(a) The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of North Carolina.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Credit Agreement, as amended hereby are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any
contractual restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority, regulatory body or any other third
party is required for the due execution, delivery and performance by the
Borrower of this Amendment or the Credit Agreement, as amended hereby.
3
3
(d) This Amendment has been duly executed and delivered by the Borrower
and is, the legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with its terms.
(e) No event has occurred and is continuing that constitutes a Default.
SECTION 4. Reference to and Effect on the Credit Agreement and
the Notes. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
4
4
SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RAYONIER INC.
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
CITIBANK, N.A.
as Administrative Agent and as Lender
By
-------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK
By
-------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By
-------------------------------------
Name:
Title:
5
5
THE BANK OF NEW YORK
By
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, N.A.
By
-------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
-------------------------------------
Name:
Title:
NATIONSBANK, N.A. (Carolinas)
By
-------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
-------------------------------------
Name:
Title:
6
6
TRUST COMPANY BANK
By
-------------------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By
-------------------------------------
Name:
Title:
FLEET BANK, N.A.
By
-------------------------------------
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By
-------------------------------------
Name:
Title:
1
EXHIBIT 4.2
AMENDMENT NO. 2 TO THE
U.S. $100,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of April 12, 1996
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Rayonier Inc., a
North Carolina corporation (the "Borrower"), the banks, financial institutions
and other institutional lenders parties to the Credit Agreement referred to
below (collectively, the "Lenders") and Citibank, N.A., as administrative agent
(the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent
have entered into a Credit Agreement dated as of April 14, 1995, as amended as
of June 16, 1995 (the "Credit Agreement"). Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in the Credit
Agreement.
(2) The Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower, and the Borrower and the Lenders
have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definition of "Termination Date" in Section 1.01 of
the Credit Agreement is amended in full to read as follows:
"'Termination Date' means the earlier of (a) subject
to the provisions of Section 8.10, April 11, 1997 and (b) the
date of termination in whole of the Commitments pursuant to
Section 2.06 or 6.01.".
2
2
(b) The definition of "Applicable Margin" in Section 1.01 of
the Credit Agreement is amended in full to read as follows:
"'Applicable Margin' means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:
Applicable Margin for
Public Debt Rating Eurodollar Rate
S&P and Moody's Advances
--------------- --------
Level 1
-------
BBB+/Baa1 .2550%
or above
Level 2
-------
BBB/Baa2 .2600%
Level 3
-------
Less than .3000%"
BBB/Baa2
(c) The definition of "Applicable Percentage" in Section 1.01
of the Credit Agreement is amended in full to read as follows:
"'Applicable Percentage' means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:
Public Debt Rating Applicable
S&P and Moody's Percentage
--------------- ----------
Level 1
-------
BBB+/Baa1 .0700%
or above
Level 2
-------
BBB/Baa2 .0900%
Level 3
-------
Less than .1500%"
BBB/Baa2
3
3
(d) Section 5.02(c) of the Credit Agreement is amended in full
to read as follows:
"Sales, Etc. of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any of its Subsidiaries to
sell, lease, transfer or otherwise dispose of, any assets, or
grant any option or other right to purchase, lease or
otherwise acquire any assets, except (i) as permitted by
Section 5.02(b), (ii) any such sale, lease, transfer or
disposition that is made in the ordinary course of its
business, (iii) any such sale, lease, transfer or disposition
by a Subsidiary of the Borrower to the Borrower or to another
wholly owned Subsidiary of the Borrower (whether by
dissolution, liquidation or otherwise), (iv) any such sale,
lease, transfer or disposition to the extent the net book
value of any single asset sold, leased, transferred or
disposed of from and after April 12, 1996 pursuant to this
clause (iv) is less than $2,000,000, and the aggregate of all
such assets sold, leased, transferred or disposed of from and
after April 12, 1996 in any given calendar year pursuant to
this clause (iv) is less than $10,000,000, (v) any such sale,
lease, transfer or disposition to the extent the net book
value of all assets sold, leased, transferred or disposed of
from and after April 12, 1996 pursuant to this clause (v) does
not exceed the greater of (x) $164,793,000 and (y) 10% of the
Borrower's Consolidated Assets measured as of the last day of
the most recent Fiscal Quarter of the Borrower ended on or
prior to such date of determination and (vi) sales from time
to time during the period from June 16, 1995 through and
including April 11, 1997, of accounts receivables by the
Borrower to its indirect wholly owned subsidiary Rayonier
International Financial Services Limited ("RIFSL"), provided
that (x) RIFSL is at all times during such period an indirect
wholly-owned subsidiary of the Borrower and (y) with respect
to each such sale (1) the aggregate fair market value of the
accounts receivables sold by the Borrower to RIFSL in each
such sale shall not exceed $50,000,000, (2) such sales are for
cash and (3) such sales are on terms no less favorable to the
Borrower than it would obtain in a comparable arms-length
transaction."
(e) Schedule 5.02(a) of the Credit Agreement is hereby deleted
and replaced in full with the Schedule attached hereto.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Administrative Agent shall have
received counterparts of this Amendment duly executed by the Borrower and the
Lenders or, as to any of the Lenders, advice satisfactory to the Administrative
Agent that such Lender has executed this Amendment and Section 1 hereof shall
become effective when, and only when, the Agent shall have additionally received
all of the following documents, each such document (unless otherwise specified)
dated the date of receipt thereof by the Agent (unless otherwise specified), in
form
4
4
and substance satisfactory to the Agent (unless otherwise specified) and in
sufficient copies for each Lender:
(a) Certified copies of all necessary corporate approvals and
any necessary governmental approvals with respect to the matters
contemplated by this Amendment.
(b) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying the names and true signatures of the
officers of the Borrower authorized to sign this Amendment and the
other documents to be delivered hereunder.
(c) A favorable opinion of John B. Canning, Corporate
Secretary and Associate General Counsel of the Borrower, that this
Amendment is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
(d) A certificate signed by a duly authorized officer of the
Borrower stating that:
(i) The representations and warranties contained in
Section 3 are correct on and as of the date of such
certificate as though made on and as of such date; and
(ii) No event has occurred and is continuing that
constitutes a Default.
The effectiveness of this Amendment is conditioned upon the
accuracy of the factual matters described herein. This Amendment is subject to
the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, in accordance with Section 2, on and as
of the date this Amendment becomes effective:
(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of North
Carolina.
(b) The execution, delivery and performance by the Borrower of
this Amendment and the performance by the Borrower of the Credit
Agreement, as amended hereby, are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower's charter or by-laws or (ii) law
or any contractual restriction binding on or affecting the Borrower.
5
5
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority, regulatory body
or any other third party is required for the due execution, delivery
and performance by the Borrower of this Amendment or the performance by
the Borrower of the Credit Agreement, as amended hereby.
(d) This Amendment has been duly executed and delivered by the
Borrower and is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
(e) No event has occurred and is continuing that constitutes a
Default.
SECTION 4. Reference to and Effect on the Credit Agreement and
the Notes.
(a) On and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the Notes to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended by
this Amendment.
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
6
6
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RAYONIER INC.
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
$9,333,334.50 CITIBANK, N.A.
as Administrative Agent and as Lender
By
-------------------------------------
Name:
Title:
$9,333,334.50 THE TORONTO-DOMINION BANK
By
-------------------------------------
Name:
Title:
7
7
$8,333,333.00 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
-------------------------------------
Name:
Title:
$8,333,333.00 THE BANK OF NEW YORK
By
-------------------------------------
Name:
Title:
$8,333,333.00 THE CHASE MANHATTAN BANK, N.A.
By
-------------------------------------
Name:
Title:
$8,333,333.00 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
-------------------------------------
Name:
Title:
$8,333,333.00 NATIONSBANK, N.A., formerly known as
Nationsbank, N.A. (Carolinas)
By
-------------------------------------
Name:
Title:
8
8
$8,333,333.00 THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
-------------------------------------
Name:
Title:
$8,333,333.00 SUNTRUST BANK, ATLANTA, formerly known
as Trust Company Bank
By
-------------------------------------
Name:
Title:
$8,000,000.00 SWISS BANK CORPORATION
By
-------------------------------------
Name:
Title:
$5,000,000.00 AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED
By
-------------------------------------
Name:
Title:
9
9
$5,000,000.00 FLEET NATIONAL BANK, formerly known as
Fleet National Bank of Connecticut,
successor by merger to Fleet Bank, N.A.
By
-------------------------------------
Name:
Title:
$5,000,000.00 UNITED STATES NATIONAL BANK OF OREGON
By
-------------------------------------
Name:
Title:
$100,000,000.00 Total of the Commitments
1
EXHIBIT 4.3
AMENDMENT NO. 1 TO THE
U.S. $200,000,000
REVOLVING CREDIT AGREEMENT
Dated as of June 16, 1995
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Rayonier Inc., a
North Carolina corporation (the "Borrower"), the banks, financial institutions
and other institutional lenders parties to the Credit Agreement referred to
below (collectively, the "Lenders") and Citibank, N.A., as administrative agent
(the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent
have entered into a Credit Agreement dated as of April 14, 1995, (the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.
(3) The Required Lenders are, on the terms and conditions
stated below, willing to grant the request of the Borrower and the Borrower and
the Required Lenders have agreed to amend the Credit Agreement as hereinafter
set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) Section 1.01 is amended by adding the following definition
in proper alphabetical sequence:
" 'RIFSL' " has the meaning specified in Section 5.02(c)(v).
(b) Section 5.02(c) is amended by deleting the word "and" at
the end of subclause (iii) and substituting "," therefor.
2
2
(c) Section 5.02(c) is further amended by adding at the end of
subclause (iv) before the period thereto, the following:
"and (v) sales from time to time during the period from June
16, 1995 through and including June 30, 1996, of accounts
receivables by the Borrower to its indirect wholly owned
subsidiary Rayonier International Financial Services Limited
("RIFSL"), provided that (x) RIFSL is at all times during such
period an indirect wholly-owned subsidiary of the Borrower and
(y) with respect to each such sale (1) the aggregate fair
market value of the accounts receivables sold by the Borrower
to RIFSL in each such sale shall not exceed $50,000,000, (2)
such sales are for cash and (3) such sales are on terms no
less favorable to the Borrower than it would obtain in a
comparable arms-length transaction.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment.
The effectiveness of this Amendment is conditioned upon the
accuracy of the factual matters described herein. This Amendment is subject to
the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, in accordance with Section 2, on and as
of the date this Amendment becomes effective:
(a) The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of North Carolina.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Credit Agreement, as amended hereby are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower's charter or by-laws or (ii) law or any
contractual restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority, regulatory body or any other third
party is required for the due execution, delivery and performance by the
Borrower of this Amendment or the Credit Agreement, as amended hereby.
3
3
(d) This Amendment has been duly executed and delivered by the Borrower
and is, the legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with its terms.
(e) No event has occurred and is continuing that constitutes a Default.
SECTION 4. Reference to and Effect on the Credit Agreement and
the Notes. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
4
4
SECTION 6. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RAYONIER INC.
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
CITIBANK, N.A.
as Administrative Agent and as Lender
By
-------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK
By
-------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By
-------------------------------------
Name:
Title:
5
5
THE BANK OF NEW YORK
By
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, N.A.
By
-------------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
-------------------------------------
Name:
Title:
NATIONSBANK, N.A. (Carolinas)
By
-------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
-------------------------------------
Name:
Title:
6
6
TRUST COMPANY BANK
By
-------------------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By
-------------------------------------
Name:
Title:
FLEET BANK, N.A.
By
-------------------------------------
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By
-------------------------------------
Name:
Title:
1
EXHIBIT 4.4
AMENDMENT NO. 2 TO THE
U.S. $200,000,000
REVOLVING CREDIT AGREEMENT
Dated as of April 12, 1996
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Rayonier Inc., a
North Carolina corporation (the "Borrower"), the banks, financial institutions
and other institutional lenders parties to the Credit Agreement referred to
below (collectively, the "Lenders") and Citibank, N.A., as administrative agent
(the "Administrative Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Administrative Agent
have entered into a Credit Agreement dated as of April 14, 1995, as amended as
of June 16, 1995 (the "Credit Agreement"). Capitalized terms not otherwise
defined in this Amendment have the same meanings as specified in the Credit
Agreement.
(2) The Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower, and the Borrower and the Lenders
have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definition of "Termination Date" in Section 1.01 of
the Credit Agreement is amended in full to read as follows:
"'Termination Date' means the earlier of April 12,
2001 and the date of termination in whole of the Commitments
pursuant to Section 2.06 or 6.01.".
2
2
(b) The definition of "Applicable Margin" in Section 1.01 of
the Credit Agreement is amended in full to read as follows:
"'Applicable Margin' means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:
Applicable
Margin for
Public Debt Eurodollar Rate
S&P and Moody's Advances
--------------- --------
Level 1
-------
A-/A1 or above .1950%
Level 2
-------
BBB+/Baal .2250%
Level 3
-------
BBB/Baa2 .2400%
Level 4
-------
BBB-/Baa3 .3000%
Level 5
-------
Less than .5000%"
BBB-/Baa3
(c) The definition of "Applicable Percentage" in Section 1.01
of the Credit Agreement is amended in full to read as follows:
"'Applicable Percentage' means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:
3
3
Public Debt Rating Applicable
S&P and Moody's Percentage
--------------- ----------
Level 1
-------
A-/A1 or above .0800%
Level 2
-------
BBB+/Baal .1000%
Level 3
-------
BBB/Baa2 .1100%
Level 4
-------
BBB-/Baa3 .1500%
Level 5
-------
Less than .2500%"
BBB-/Baa3
(d) Section 5.02(c) of the Credit Agreement is amended in full
to read as follows:
"Sales, Etc. of Assets. Sell, lease, transfer or
otherwise dispose of, or permit any of its Subsidiaries to
sell, lease, transfer or otherwise dispose of, any assets, or
grant any option or other right to purchase, lease or
otherwise acquire any assets, except (i) as permitted by
Section 5.02(b), (ii) any such sale, lease, transfer or
disposition that is made in the ordinary course of its
business, (iii) any such sale, lease, transfer or disposition
by a Subsidiary of the Borrower to the Borrower or to another
wholly owned Subsidiary of the Borrower (whether by
dissolution, liquidation or otherwise), (iv) any such sale,
lease, transfer or disposition to the extent the net book
value of any single asset sold, leased, transferred or
disposed of from and after April 12, 1996 pursuant to this
clause (iv) is less than $2,000,000, and the aggregate of all
such assets sold, leased, transferred or disposed of from and
after April 12, 1996 in any given calendar year pursuant to
this clause (iv) is less than $10,000,000, (v) any such sale,
lease, transfer or disposition to the extent the net book
value of all assets sold, leased, transferred or disposed of
from and after April 12, 1996 pursuant to this clause (v) does
not exceed the greater of (x) $164,793,000 and (y) 10% of the
Borrower's Consolidated Assets measured as of the last day of
the most recent Fiscal Quarter of the Borrower ended on or
prior to such date of determination and (vi) sales from time
to time during the period from June 16, 1995 through
4
4
and including June 30, 1997, of accounts receivables by the
Borrower to its indirect wholly owned subsidiary Rayonier
International Financial Services Limited ("RIFSL"), provided
that (x) RIFSL is at all times during such period an indirect
wholly-owned subsidiary of the Borrower and (y) with respect
to each such sale (1) the aggregate fair market value of the
accounts receivables sold by the Borrower to RIFSL in each
such sale shall not exceed $50,000,000, (2) such sales are for
cash and (3) such sales are on terms no less favorable to the
Borrower than it would obtain in a comparable arms-length
transaction."
(e) Schedule 5.02(a) of the Credit Agreement is hereby deleted
and replaced in full with the Schedule attached hereto.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, the Administrative Agent shall have
received counterparts of this Amendment duly executed by the Borrower and the
Lenders or, as to any of the Lenders, advice satisfactory to the Administrative
Agent that such Lender has executed this Amendment and Section 1 hereof shall
become effective when, and only when, the Agent shall have additionally received
all of the following documents, each such document (unless otherwise specified)
dated the date of receipt thereof by the Agent (unless otherwise specified), in
form and substance satisfactory to the Agent (unless otherwise specified) and in
sufficient copies for each Lender:
(a) Certified copies of all necessary corporate approvals and
any necessary governmental approvals with respect to the matters
contemplated by this Amendment.
(b) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying the names and true signatures of the
officers of the Borrower authorized to sign this Amendment and the
other documents to be delivered hereunder.
(c) A favorable opinion of John B. Canning, Corporate
Secretary and Associate General Counsel of the Borrower, that this
Amendment is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
(d) A certificate signed by a duly authorized officer of the
Borrower stating that:
(i) The representations and warranties contained in
Section 3 are correct on and as of the date of such
certificate as though made on and as of such date; and
(ii) No event has occurred and is continuing that
constitutes a Default.
5
5
The effectiveness of this Amendment is conditioned upon the
accuracy of the factual matters described herein. This Amendment is subject to
the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that, in accordance with Section 2, on and as
of the date this Amendment becomes effective:
(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of North
Carolina.
(b) The execution, delivery and performance by the Borrower of
this Amendment and the performance by the Borrower of the Credit
Agreement, as amended hereby, are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower's charter or by-laws or (ii) law
or any contractual restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority, regulatory body
or any other third party is required for the due execution, delivery
and performance by the Borrower of this Amendment or the performance by
the Borrower of the Credit Agreement, as amended hereby.
(d) This Amendment has been duly executed and delivered by the
Borrower and is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.
(e) No event has occurred and is continuing that constitutes a
Default.
SECTION 4. Reference to and Effect on the Credit Agreement and
the Notes.
(a) On and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the Notes to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended by
this Amendment.
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed.
6
6
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement, nor constitute a
waiver of any provision of the Credit Agreement.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
7
7
SECTION 7. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
RAYONIER INC.
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
$20,666,665.50 CITIBANK, N.A.
as Administrative Agent and as Lender
By
-------------------------------------
Name:
Title:
$20,666,665.50 THE TORONTO-DOMINION BANK
By
-------------------------------------
Name:
Title:
$16,666,667.00 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
-------------------------------------
Name:
Title:
8
8
$16,666,667.00 THE BANK OF NEW YORK
By
-------------------------------------
Name:
Title:
$16,666,667.00 THE CHASE MANHATTAN BANK, N.A.
By
-------------------------------------
Name:
Title:
$16,666,667.00 MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By
-------------------------------------
Name:
Title:
$16,666,667.00 NATIONSBANK, N.A., formerly known as
Nationsbank, N.A. (Carolinas)
By
-------------------------------------
Name:
Title:
$16,666,667.00 THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By
-------------------------------------
Name:
Title:
9
9
$16,666,667.00 SUNTRUST BANK, ATLANTA, formerly known
as Trust Company Bank
By
-------------------------------------
Name:
Title:
$12,000,000.00 SWISS BANK CORPORATION
By
-------------------------------------
Name:
Title:
$10,000,000.00 AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED
By
-------------------------------------
Name:
Title:
$10,000,000.00 FLEET NATIONAL BANK, formerly known as
Fleet National Bank of Connecticut,
successor by merger to Fleet Bank, N.A.
By
-------------------------------------
Name:
Title:
$10,000,000.00 UNITED STATES NATIONAL BANK OF OREGON
By
-------------------------------------
Name:
Title:
$200,000,000.00 Total of the Commitments
1
EXHIBIT 12
RAYONIER INC. AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(THOUSANDS OF DOLLARS)
Six Months
Ended June 30,
--------------
1996 1995
--------- ---------
Earnings:
Net Income $ 46,881 $ 51,487
Add:
Income Taxes 18,141 24,835
Minority Interest 16,537 16,572
Amortization of Capitalized Interest 982 822
--------- ---------
82,541 93,716
Adjustments to Earnings for Fixed Charges:
Interest and Other Financial Charges 14,243 17,308
Interest Factor Attributable to Rentals 722 738
--------- ---------
14,965 18,046
--------- ---------
EARNINGS AS ADJUSTED $ 97,506 $ 111,762
========= =========
Fixed Charges:
Fixed Charges above $ 14,965 $ 18,046
Capitalized Interest 865 511
--------- ---------
TOTAL FIXED CHARGES $ 15,830 $ 18,557
========= =========
RATIO OF EARNINGS AS ADJUSTED TO
TOTAL FIXED CHARGES 6.16 6.02
==== ====
5
1,000
6-MOS
DEC-31-1996
JAN-01-1996
JUN-30-1996
4,813
0
142,433
4,394
156,971
366,967
1,358,027
617,492
1,673,438
187,998
461,972
0
0
152,977
640,049
1,673,438
590,647
590,647
480,461
480,461
30,921
0
14,243
65,022
18,141
46,881
0
0
0
46,881
1.56
1.56
