RAYONIER ADVANCED MATERIALS INC. (Form: 8-K, Received: 11/08/2024 08:51:25)

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT, AMENDMENT NO. 1 TO U.S. SECURITY AGREEMENT AND AMENDMENT NO. 1 TO CANADIAN SECURITY AGREEMENT, dated as of November 7, 2024 (this “Amendment”), by and among RAYONIER A.M. PRODUCTS INC., a Delaware corporation (the “Lead Borrower”), RAYONIER ADVANCED MATERIALS INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the Lenders, the Swing Line Lender and Issuing Banks party hereto and BANK OF AMERICA, N.A. (“Bank of America”), as Agent.

W I T N E S S E T H:

WHEREAS, (i) Holdings, the Lead Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and Bank of America, as Agent, are party to that certain Revolving Credit Agreement, dated as of December 10, 2020 (as amended by Amendment No. 1, dated as of January 17, 2023, and Amendment No. 2, dated as of July 20, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), (ii) Holdings, the Lead Borrower, the other Subsidiaries of Holdings from time to time party thereto, as pledgors, and Bank of America, as Agent, are party to that certain U.S. Security Agreement, dated as of December 23, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing U.S. Security Agreement” and, as amended by this Amendment, the “Amended U.S. Security Agreement”); and (iii) certain Subsidiaries of Holdings from time to time party thereto, as pledgors, and Bank of America, as Agent, are party to that certain Canadian Security Agreement, dated as of December 23, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Canadian Security Agreement” and the Existing Canadian Security Agreement as amended by this Amendment, the “Amended Canadian Security Agreement”);

WHEREAS, the Lead Borrower has requested (i) that the Existing Credit Agreement be amended to, among other things, (A) reduce the Aggregate Commitments from $200,000,000 to $175,000,000 (such reduced Commitments, the “2024 Revolving Credit Commitments”, and any advances thereunder, the “2024 Revolving Credit Advances”), (B) extend the Termination Date and (C) make certain other amendments to the Existing Credit Agreement, (ii) that certain amendments be made the Existing U.S. Security Agreement, and (iii) that certain amendments be made the Existing Canadian Security Agreement, in each case, in accordance with Section 10.01 of the Existing Credit Agreement and as further set forth herein, and each of the Persons party hereto as a Lender (each, a “2024 Revolving Credit Lender”) and/or as an Issuing Bank (each, a “2024 Issuing Bank”) have agreed to such amendments; and

WHEREAS, the Lead Borrower has entered into a new senior secured term loan credit agreement pursuant to which the lenders thereunder will make term loans to the Lead Borrower in an aggregate principal amount up to $700,000,000 (the “New Term Loans”) and Holdings, the Lead Borrower and their Subsidiaries intend to use the proceeds of the New Term Loans, together with cash on hand, to refinance in full the 2026 Notes and the Specified Debt.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement.

SECTION 2. Amendments. From and after the Amendment No. 3 Effective Date (as defined below):

(a) the Existing Credit Agreement is hereby amended as set forth in Exhibit A hereto to insert the language marked as underscored and delete the language marked as strikethrough;

(b) Section 1.1 of the Existing U.S. Security Agreement is hereby amended by amending and restating the definitions of “Copyrights”, “Excluded Assets”, “Intellectual Property Licenses”, “Patents”, “Trade Secrets” and “Trademarks”, each in their entirety, as set forth below:

““Copyrights” shall mean all of the following now owned or hereafter acquired by any Pledgor: (a) all copyrights (whether registered or unregistered), all Registrations and recordings thereof, and all applications in connection therewith, including all Registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, including those listed on Schedule 1.01B to this Agreement and (b) all extensions or renewals of any copyrights or Registrations therefor, in each case of (a) and (b), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership of such copyrights, (ii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable to such Pledgor with respect thereto, including damages and payments for past, present or future infringements thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present or future infringement thereof.”

““Excluded Assets” shall mean:

(i) Excluded Accounts described in clause (i) and (v) of the definition of Excluded Accounts;

(ii) all real property (other than fixtures);

(iii) [reserved];

(iv) [reserved];

(v) motor vehicles and other assets subject to certificates of title, Letter-of-Credit Rights (except to the extent constituting supporting obligations) and Commercial Tort Claims having a value, or involving an asserted claim, that is less than $25,000,000 in amount individually; except in each case to the extent perfection can be obtained by filing of UCC or PPSA financing statements or registering hypothecs;

(vi) any lease, license or other similar agreement or any property subject to a purchase money security interest, capital lease or similar arrangement permitted under the Loan Documents to the extent that a grant of a security interest therein would violate or invalidate such permitted lease, license or other agreement or purchase money arrangement, capital lease, or similar arrangement or create a right of termination in favor of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC, PPSA or other applicable law and other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition;

(vii) any “intent to use” trademark applications prior to the issuance of a statement of use with respect thereto;

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(viii) any Equity Interests of (a) any not-for-profit Subsidiary, captive insurance company Subsidiary or other special purpose Subsidiary of the Lead Borrower designated by the Lead Borrower’s board of directors as such or (b) any Subsidiary that is not a Material Subsidiary or;

(ix) any assets to the extent a pledge thereof would (A) be prohibited by applicable law, rule or regulation after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA and other applicable law, or contractual restriction (including, solely in the case of the Equity Interests of a Person that is not the Company, a Guarantor or a Wholly Owned Restricted Subsidiary, the organizational documents of such Person) permitted under the Loan Documents and the 2026 Notes Indenture and binding on such asset on the Amendment No. 3 Effective Date or on the date of the acquisition of such Subsidiary (not created in contemplation of the acquisition of such Subsidiary) (and only for so long as such restriction is in effect), in each case, after giving effect to the applicable anti-assignment provisions of the UCC, PPSA or other applicable law or (B) require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been received), in each case, after giving effect to the applicable anti-assignment provisions of applicable law and to other applicable law;

(x) Margin Stock;

(xi) any assets as to which the Agent reasonably determines in consultation with the Borrowers that the costs of obtaining a security interest are excessive in relation to the value of the security afforded to the Secured Parties thereby;

(xii) any governmental licenses, permits or state or local franchises, charters and authorizations, to the extent Liens and security interests therein are prohibited or restricted thereby, in each case, after giving effect to the applicable anti-assignment provisions of applicable law and to other applicable law; and

(xiii) to the extent any applicable law requires that a Subsidiary issue directors’ qualifying shares, such shares or nominee or other similar shares;

(xiv) any Equity Interests of any Excluded Canadian Subsidiary, to the extent that the pledge of such Equity Interests is not then permitted under the terms of any Canadian Financing or to the extent that such Excluded Canadian Subsidiary is not a Wholly Owned Subsidiary of a Guarantor; and

(xv) any asset the granting of any pledge, Lien or security interest of or in which would reasonably be expected to result in material and adverse tax consequences to the Lead Borrower or any of its Subsidiaries, as determined in good faith by the Lead Borrower in consultation with the Agent; provided, however, that this clause (xv) shall not apply to any assets of any Canadian Subsidiary or Equity Interests in any French Subsidiary unless the material and adverse tax consequences of pledging such assets results from a Change in Law after the Amendment No. 3 Effective Date;

provided that no assets included in the Borrowing Base shall constitute Excluded Assets provided, further, that Excluded Assets shall not include any Proceeds of any Excluded Assets except to the extent that such Proceeds would otherwise constitute Excluded Assets.”

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““Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all of such Pledgor’s rights under any license agreements, covenants not to sue or similar agreements with any other party with respect to any Patent, Trademark, Copyright or Trade Secret, whether such Pledgor is a licensor or licensee, under any such agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable to Pledgor thereunder and with respect thereto including damages and payments for past, present or future breaches, infringements or violations of licensed intellectual property, (iii) rights, if any, granted to such Pledgor pursuant to such agreements to sue for past, present and future breaches, infringements or violations of any patents, trademarks or copyrights licensed to such Pledgor and (iv) other rights, if any, granted to such Pledgor pursuant to such agreements to use, exploit or practice any intellectual property licensed to such Pledgor.”

““Patents” shall mean all of the following, now owned or hereafter acquired by any Pledgor: (a) all patents and industrial designs of the United States or of any other country, all issuances and recordings thereof, and all applications for patent or industrial designs of the United States or of any other country, including issuances, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory, or any other country or political subdivision thereof, including those set forth on Schedule 1.01C to this Agreement, and (b) all reissues, reexaminations, divisions, continuations, continuations-in-part or extensions thereof and amendments thereto, in each case of (a) and (b), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership of any such patents or industrial designs, (ii) inventions, designs and improvements described or claimed therein, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable to Pledgor thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.”

““Trade Secrets” shall mean all of the following now owned or hereafter acquired by any Pledgor: (a) all rights in all trade secrets, know how, technology (whether patented or not), Software (including source code and object code), data and databases, Internet web sites, customer and supplier lists, proprietary information, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any Person, pricing and cost information, business and marketing plans and proposals, and other proprietary information, in each case, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership of the foregoing, (ii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable to such Pledgor with respect thereto, including damages and payments for past, present or future infringements, misappropriations or violations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present or future infringement, misappropriation or violation thereof.”

““Trademarks” shall mean all of the following now owned or hereafter acquired by any Pledgor: (a) all trademarks, trade names, domain names, URLs, corporate names, business names, trade dress, service marks, logos, other source or business identifiers, all Registrations and recordings thereof; and all applications in connection therewith, including Registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof including those set forth on Schedule 1.01E to this Agreement; (b) all renewals thereof; and (c) all Goodwill associated with any of the foregoing, in each case of (a), (b) and (c), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership or use of the foregoing, (ii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or violations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present and future infringement, dilutions or violations thereof.”

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(c) Section 2.1 of the Existing U.S. Security Agreement is hereby amended by amending and restating the final paragraph thereof in its entirety as follows:

“Notwithstanding anything to the contrary contained in this Section 2.1, the Lien and security interest created by this Agreement shall not attach to, and the term “Collateral” shall not include, any Excluded Assets (but shall attach to, and “Collateral” shall include, any Proceeds of Excluded Assets except to the extent such Proceeds would otherwise constitute Excluded Assets).”

(d) Section 4.9 of the Existing U.S. Security Agreement is hereby amended and restated in its entirety as follows:

“SECTION 4.9. Chief Executive Office; Change of Name; Jurisdiction of Organization etc. Each Pledgor agrees to promptly provide the Agent with certified organizational documents reflecting any of the changes described in Section 7.01(j) of the Credit Agreement, to the extent applicable, and at the request of the Agent take all action necessary to maintain the perfection and priority of the security interest of the Agent for the benefit of the Secured Parties in the Collateral. Each Pledgor will furnish to the Agent, concurrently with the delivery of annual financial statements by Holdings in accordance with Section 7.04(b) of the Credit Agreement, updated versions of the schedules to the Perfection Certificate further identifying and describing the assets and property of such Pledgor and such other reports in connection therewith as the Agent may reasonably request in writing, all in reasonable detail.”

(e) Section 1.1 of the Existing Canadian Security Agreement is hereby amended by amending and restating the definitions of “Copyrights”, “Excluded Assets”, “Intellectual Property Licenses”, “Patents”, “Trade Secrets” and “Trademarks”, each in their entirety, as set forth below:

““Copyrights” shall mean all of the following now owned or hereafter acquired by any Pledgor: (a) all copyrights (whether registered or unregistered), all Registrations and recordings thereof, and all applications in connection therewith, including all Registrations, recordings and applications in the Canadian Intellectual Property Office, United States Copyright Office or in any similar office or agency of Canada, the United States, any province, state or territory thereof, or any other country or any political subdivision thereof, including those listed on Schedule 1.01B to this Agreement and (b) all extensions or renewals of any copyrights or Registrations therefor, in each case of (a) and (b), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership of such copyrights, (ii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable to such Pledgor with respect thereto, including damages and payments for past, present or future infringements thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present or future infringement thereof.”

““Excluded Assets” shall mean:

(i) Excluded Accounts described in clause (i) and (v) of the definition of Excluded Accounts;

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(ii) all real property (other than fixtures);

(iii) consumer goods (as defined in the PPSA);

(iv) the last day of the term of any lease or agreement for lease of real property, provided that upon enforcement of the security interest provided for herein, each Pledgor shall stand possessed of such last day in trust or assign the same to any person acquiring such term;

(v) [reserved];

(vi) any lease, license or other similar agreement or any property subject to a purchase money security interest, capital lease or similar arrangement permitted under the Loan Documents to the extent that a grant of a security interest therein would violate or invalidate such permitted lease, license or other agreement or purchase money arrangement, capital lease, or similar arrangement or create a right of termination in favour of any other party thereto (other than a Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC, PPSA or other applicable law and other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition;

(vii) any “intent to use” trademark applications prior to the issuance of a statement of use with respect thereto;

(x) Margin Stock;

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(xiii) to the extent any applicable law requires that a Subsidiary issue directors’ qualifying shares, such shares or nominee or other similar shares;

provided that no assets included in the Borrowing Base shall constitute Excluded Assets; provided, further, that Excluded Assets shall not include any Proceeds of any Excluded Assets except to the extent that such Proceeds would otherwise constitute Excluded Assets.”

““Patents” shall mean all of the following, now owned or hereafter acquired by any Pledgor: (a) all patents and industrial designs of Canada, the United States or of any other country, all issuances and recordings thereof, and all applications for patent or industrial designs of Canada, the United States or of any other country, including issuances, recordings and applications in the Canadian Intellectual Property Office, the United States Patent and Trademark Office or in any similar office or agency of Canada, the United States, any province, state or territory, or any other country or political subdivision thereof, including those set forth on Schedule 1.01C to this Agreement, and (b) all reissues, reexaminations, divisions, continuations, continuations-in-part or extensions thereof and amendments thereto, in each case of (a) and (b), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership of any such patents or industrial designs, (ii) inventions, designs and improvements described or claimed therein, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable to Pledgor thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.”

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““Trademarks” shall mean all of the following now owned or hereafter acquired by any Pledgor: (a) all trademarks, trade names, domain names, URLs, corporate names, business names, trade dress, service marks, logos, other source or business identifiers, all Registrations and recordings thereof; and all applications in connection therewith, including Registrations, recordings and applications in the Canadian Intellectual Property Office, the United States Patent and Trademark Office or in any similar office or agency of Canada, the United States, any province, state or territory thereof, or any other country or any political subdivision thereof including those set forth on Schedule 1.01E to this Agreement; (b) all renewals thereof; and (c) all Goodwill associated with any of the foregoing, in each case of (a), (b) and (c), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s ownership or use of the foregoing, (ii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or violations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present and future infringement, dilutions or violations thereof.”

(f) Section 2.1 of the Existing Canadian Security Agreement is hereby amended by amending and restating the penultimate paragraph thereof in its entirety as follows:

(g) Section 4.9 of the Existing Canadian Security Agreement is hereby amended and restated in its entirety as follows:

“SECTION 4.9. Chief Executive Office; Registered Office, Change of Name; Jurisdiction of Organization etc. Each Pledgor agrees to promptly provide the Agent with certified organizational documents reflecting any of the changes described in Section 7.01(j) of the Credit Agreement, to the extent applicable, and at the request of the Agent take all action necessary to maintain the perfection and priority of the security interest of the Agent for the benefit of the Secured Parties in the Collateral. Each Pledgor will furnish to the Agent, concurrently with the delivery of annual financial statements by Holdings in accordance with Section 7.04(b) of the Credit Agreement, updated versions of the schedules to the Perfection Certificate further identifying and describing the assets and property of such Pledgor and such other reports in connection therewith as the Agent may reasonably request in writing, all in reasonable detail.”

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(h) Schedule 1.01A (Commitment Amounts) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit B hereto;

(i) Schedule 1.01E (Eligible Inventory Locations) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit C hereto; and

(j) Schedule 10.02 (Agent’s Office; Certain Addresses for Notices) of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Exhibit D hereto.

SECTION 3. Representations & Warranties. In order to induce the 2024 Revolving Credit Lenders, the 2024 Issuing Banks and the Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the 2024 Revolving Credit Lenders, the 2024 Issuing Banks and the Agent as of the Amendment No. 3 Effective Date that:

(a) The representations and warranties of such Loan Party contained in Article VI of the Amended Credit Agreement are true and correct in all material respects as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects. For purposes of this Section 3(a), the representations and warranties contained in Section 6.01(f) of the Amended Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 7.04(a) and (b) of the Amended Credit Agreement, respectively.

(b) No Default or Event of Default has occurred and is continuing on the Amendment No. 3 Effective Date (immediately prior to giving effect to this Amendment) or would result immediately after giving effect to this Amendment.

(c) This Amendment has been duly executed and delivered by each Loan Party that is party hereto and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(d) The execution, delivery and performance by such Loan Party of this Amendment (i) has been duly authorized by all necessary corporate or other organizational action of such Loan Party and (ii) does not (w) contravene the terms of any of its Constitutive Documents, (x) violate any Requirements of Law which would be reasonably likely to have a Material Adverse Effect, (y) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other material instrument binding on or affecting any Loan Party or any of its properties, in each case, which would be reasonably likely to have a Material Adverse Effect or (z) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party (other than in favor of the Agent under the Loan Documents).

SECTION 4. Conditions to Effectiveness of Amendment. The effectiveness of the amendments set forth in Section 2 above is subject to satisfaction (or waiver by each 2024 Revolving Credit Lender and 2024 Issuing Bank party hereto) of the following conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 3 Effective Date”):

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(a) The Agent shall have received counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Agent, each 2024 Revolving Credit Lender and each 2024 Issuing Bank.

(b) The Agent shall have received a counterpart of that certain (i) Intercreditor Agreement (the “ABL/Term Loan Intercreditor Agreement”), to be dated as of the Amendment No. 3 Effective Date, executed by a duly authorized officer of Alter Domus (US) LLC, as the Term Loan Agent (as defined in the ABL/Term Loan Intercreditor Agreement) and (ii) Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of October 28, 2024, executed by a duly authorized officer of the Term Loan Agent.

(c) The Agent shall have received a counterpart of a Joinder Agreement, to be dated as of the Amendment No. 3 Effective Date, joining RYAM AGE Holdco LLC as a Pledgor under the Amended U.S. Security Agreement, executed by a Responsible Officer of RYAM AGE Holdco LLC.

(d) The Agent shall have received:

(i) copies of the applicable Constitutive Documents of each Loan Party and RYAM AGE Holdco LLC, as in effect on the Amendment No. 3 Effective Date;

(ii) a certificate of the secretary or an assistant secretary of each Loan Party and RYAM AGE Holdco LLC certifying the names and signatures of the officers of each such entity authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder;

(iii) a certificate as to the good standing (or status or compliance, as applicable) of each Loan Party and RYAM AGE Holdco LLC as of a recent date, from the Secretary of State (or other applicable Governmental Authority) of its jurisdiction of incorporation or formation; and

(iv) certified copies of the resolutions of the Board of Directors (or persons performing similar functions) of each Loan Party and RYAM AGE Holdco LLC approving (A) the this Amendment and the transactions related hereto and (B) the execution and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement.

(e) The Agent shall have received executed copies of written opinions of (i) Wachtell, Lipton, Rosen & Katz, as special New York counsel for the Loan Parties, (ii) Potter Anderson & Corroon LLP, as Delaware counsel for the Loan Parties, and (iii) McCarthy Tétrault LLP, as Canadian counsel for the Loan Parties, in each case, dated as of the Amendment No. 3 Effective Date and addressed to the Agent.

(f) The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the Agent and the 2024 Revolving Credit Lenders (including, without limitation, such legal fees and expenses of Latham & Watkins LLP and Norton Rose Fulbright Canada LLP, as counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder.

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(g) Each of the representations and warranties of the Loan Parties contained in Section 3 of this Amendment are true and correct in all material respects as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects.

(h) No Default or Event of Default has occurred and is continuing on the Amendment No. 3 Effective Date (immediately prior to giving effect to this Amendment) or would result immediately after giving effect to this Amendment.

(i) The Agent shall have received a certificate of the Lead Borrower, dated as of the Amendment No. 3 Effective Date, executed by a Responsible Officer of the Lead Borrower certifying compliance with the requirements set forth in clauses (g) and (h) of this Section 4.

(j) The Agent shall have received a customary solvency certificate of the Holdings, dated as of the Amendment No. 3 Effective Date, executed by the chief financial officer or treasurer (or other officer with similar responsibilities) of Holdings.

(k) Each 2024 Revolving Credit Lender shall have received at least three (3) Business Days prior to the Amendment No. 3 Effective Date, to the extent requested no later than ten (10) Business Days prior to the Amendment No. 3 Effective Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to this Amendment and (ii) to the extent that the Lead Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification to each 2024 Revolving Credit Lender that so requests.

(l) Each 2024 Revolving Credit Lender shall have received, for its own account, an amendment fee equal to 0.50% of the aggregate dollar amount of the 2024 Revolving Credit Commitments of each such 2024 Revolving Credit Lender as of the Amendment No. 3 Effective Date.

(m) On the Amendment No.3 Effective Date, substantially concurrently with the effectiveness of the amendments set forth in Section 2 above:

(i) the Lead Borrower shall purchase any 2026 Notes validly tendered in the 2026 Notes Tender Offer (as defined in the Term Loan Credit Agreement) in accordance with the terms thereof, and no modification, amendment or waiver to such terms shall have been made without the consent of the Agent (not to be unreasonably withheld, conditioned or delayed);

(ii) the Lead Borrower shall satisfy and discharge and/or legally defease any remaining 2026 Notes not acquired by the Lead Borrower in the 2026 Notes Tender Offer in full in accordance with Article VIII of the 2026 Notes Indenture;

(iii) the Lead Borrower shall deliver to the Trustee (as defined in the 2026 Notes Indenture) an unconditional and irrevocable notice of redemption pursuant to which the Lead Borrower shall be unconditionally and irrevocably required to redeem the 2026 Notes in full on or prior to January 15, 2025; and

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(iv) all guarantees of the 2026 Notes and Liens securing the 2026 Notes shall have been released, and the Agent shall have received release documentation in connection therewith;

(n) Each of the Third Party Specified Debt and Specified Intercompany Loan shall have been (or substantially concurrently with the funding of the Loans shall be) repaid in full, and in connection therewith all guaranteed obligations and liens shall have been released, on or substantially concurrently with the effectiveness of the amendments, on terms reasonably acceptable to the Agent (in each case, other than contingent obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation).

(o) The Lead Borrower shall have entered into the Term Loan Credit Agreement, which shall be in form and substance satisfactory to the Agent. The Agent and the Lenders hereby acknowledge and agree that the draft Term Loan Credit Agreement delivered to the Agent on or prior to the date hereof is in form and substance satisfactory to the Agent.

SECTION 5. Intercreditor Authorization.

(a) Each 2024 Revolving Credit Lender and 2024 Issuing Bank hereby directs the Agent on their behalf to execute and deliver that certain ABL/Term Loan Intercreditor Agreement as set forth in Exhibit E hereto. The Agent is hereby authorized to take any such actions as are necessary to effectuate the terms of the ABL/Term Loan Intercreditor Agreement.

(b) Each 2024 Revolving Credit Lender and 2024 Issuing Bank hereby acknowledges and agrees (i) that the Agent has no obligation to deliver the Purchase Option Event Notice (as defined in the ABL/Term Loan Intercreditor Agreement) under the ABL/Term Loan Intercreditor Agreement and the Agent may choose to deliver such notice at its sole discretion or if directed in writing by the Majority Lenders, (ii) that the Agent’s delivery or non-delivery of the Purchase Option Event Notice is subject to the indemnification and exculpation provisions of the Amended Credit Agreement, including, without limitation, Sections 9.03 and 10.04 thereof.

SECTION 6. Effects on Loan Documents.

(a) On and after the effectiveness of this Amendment, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

(b) Without limiting the foregoing, each of the Loan Parties further (i) hereby agrees that, immediately after giving effect to this Amendment and any transactions contemplated to be consummated on the Amendment No. 3 Effective Date, all guarantees, pledges and grants of security interests, as applicable, under the Loan Documents (as in effect immediately prior to the Amendment No. 3 Effective Date) shall continue to be in full force and effect and are made and reaffirmed as of the Amendment No. 3 Effective Date and shall continue to inure to the benefit of the Lenders and the other Secured Parties under the Collateral Documents, and, to the extent it is the issuer of shares of stock, membership interests, or other Equity Interests that are pledged to the Agent under and pursuant to any Collateral Document, in its capacity as issuer thereof, hereby consents to and ratifies such pledge and (ii) hereby ratifies, confirms and agrees that all Liens granted, conveyed, or assigned by such Person pursuant to any Collateral Document to which it is a party remain in full force and effect, are not released or reduced, and immediately after giving effect to this Amendment and any transactions contemplated to be consummated on the Amendment No. 3 Effective Date, continue in favor of the Agent, as “collateral agent” for the benefit of the Secured Parties, to secure full payment and performance of the Obligations and such Liens continue unimpaired with the same priority to secure repayment of such Obligations whether heretofore or hereafter incurred and no new filings are required to be made and no other action is required to be taken to perfect or to maintain the perfection of such Liens.

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(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Agent or the Lenders under the Loan Documents; provided, however, that the Agent and the Lenders hereby acknowledge and agree that, notwithstanding anything contained in the Existing Credit Agreement or otherwise, the New Term Loans are permitted Refinancing Indebtedness under Section 7.02(a)(xv) of the Existing Credit Agreement, secured by Liens permitted under Section 7.02(g) of the Existing Credit Agreement and clause (20) of the definition of “Permitted Liens” contained therein. This Amendment and the Amended Credit Agreement shall not constitute a novation of the Existing Credit Agreement or the other Loan Documents.

(d) The Lead Borrower and the other parties hereto acknowledge and agree that, on and after the Amendment No. 3 Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

SECTION 7. Miscellaneous.

(a) This Amendment shall be binding upon and inure to the benefit of the Loan Parties and their respective successors and permitted assigns, and upon the Agent and the Lenders and their respective successors and permitted assigns. By its execution hereof, the Agent hereby acknowledges the terms of this Amendment.

(b) To the extent permitted by applicable requirements of law, any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(c) Sections 10.04(a), 10.04(c), 10.04(f), 10.11, 10.16, 10.17 and 10.23 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing and Section 10.17 of the Amended Credit Agreement, Sections 2(e), 2(f) and 2(g) hereof shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(d) This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

	RAYONIER A.M. PRODUCTS INC., as Lead Borrower

	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Vice President and Treasurer

	RAYONIER ADVANCED MATERIALS INC., as Holdings

	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Treasurer and Vice President,
			Investor Relations

	RAYONIER A.M. CHINA LIMITED,
	RAYONIER A.M. FAR EAST LTD.,
	RAYONIER A.M. FINANCE LLC,
	RAYONIER A.M. INVESTMENTS USA II INC.,
	RAYONIER A.M. PAPERBOARD SALES INC.,
	RAYONIER A.M. PROPERTIES LLC,
	RAYONIER A.M. SALES AND TECHNOLOGY LLC,
	RAYONIER ADVANCED MATERIALS INDUSTRIES LTD.,
	RAYONIER PERFORMANCE FIBERS, LLC, as Guarantors

	By:	/s/ Michael H. Walsh

		Name:	Michael H. Walsh
		Title:	Vice President and Treasurer

	SOUTHERN WOOD PIEDMONT COMPANY, as Guarantor

	By:	/s/ Richard Colby Slaughter

		Name:	Richard Colby Slaughter
		Title:	President