On December 17, 2012, Rayonier Inc. (the "Company"), Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC (the "Borrowers") entered into a seven-year credit agreement governing the terms of a $640 million Senior Unsecured Term Credit Facility (the "Term Credit Agreement") with COBANK, ACB, as Administrative Agent, Sole Bookrunner and Joint Lead Arranger, Farm Credit East, ACA, as Joint Lead Arranger and several other financial institutions party thereto, as lenders. The Term Credit Agreement has a delayed draw feature that allows the Borrowers to borrow up to $640 million through December 17, 2017 under a maximum of five advances. The Term Credit Agreement matures on December 17, 2019. At closing, Rayonier TRS Holdings Inc. borrowed $300 million under the Term Credit Agreement and used the proceeds to pay down its outstanding borrowings under the Company's 2011 revolving credit agreement (the "Revolving Credit Agreement").

The periodic interest rate on the Term Credit Agreement is LIBOR +1.50% which is determined based on the Company's credit rating. The Borrowers also expect to receive annual patronage refunds under the Term Credit Agreement. Patronage refunds are profit distributions made by a cooperative to its member-users based on the quantity or value of business done with the member-user. The Company expects the effective interest rate on the Term Credit Agreement, after consideration of the cash patronage refunds, to be approximately LIBOR +1.00%.

The Term Credit Agreement contains various provisions and covenants customary to credit agreements with borrowers having investment-grade debt ratings. These provisions and covenants are substantially identical to those of the Company's Revolving Credit Agreement. For a complete description of the terms of the Term Credit Agreement, see Exhibit 10.1 hereto. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Credit Agreement, which is incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1     Term Credit Agreement dated December 17, 2012 among Rayonier Inc.,
         Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC, as
         Borrowers, COBANK, ACB, as Administrative Agent, COBANK, ACB, as Sole
         Bookrunner, and COBANK, ACB and FARM CREDIT EAST, ACA, as Joint Lead
         Arrangers.