RAYONIER ADVANCED MATERIALS INC. (RYAM): debt financing — RYAM secures $250M Oaktree loan to refinance $318M 2024 notes, matures 2027

The Term Loan Credit Agreement provides for a senior secured term loan facility of $250 million (the “Term Loan Facility”). The proceeds from the Term Loan Facility will be used to (a) fund the Pari Passu Facility (as defined below) to RYAM, (b) pay fees and expenses related to the transactions and (c) fund a distribution on equity to Rayonier A.M. Products Inc., a Delaware corporation (“RAM Products”). The proceeds of the Pari Passu Facility and such distribution will be used directly or indirectly, together with cash on hand, to fund the redemption in full of the 2024 Notes (as defined below) and to pay fees and expenses related to the transactions. The Lux Borrower’s obligations under the Term Loan Facility are unsecured. The Lux Borrower’s obligations under the Term Loan Facility are guaranteed (the “Term Loan Guarantees”) by RYAM and each subsidiary of RYAM that guarantees RAM Products’ Senior Secured Notes due 2026 (the “2026 Notes”) (collectively with RYAM, the “Guarantors”), an

On the Closing Date, immediately following the borrowing of the loans under the Term Loan Credit Agreement, RYAM entered into a Credit Agreement (the “Pari Passu Credit Agreement”), as borrower, with the Lux Borrower, as lender, and the Guarantors (other than RYAM), as guarantors. The Pari Passu Credit Agreement provides for a senior secured term loan facility (the “Pari Passu Facility”) of $150 million. RYAM’s obligations under the Pari Passu Facility are guaranteed (the “Pari Passu Facility Guarantees”) by the Guarantors (other than RYAM), and RYAM’s obligations thereunder and the Pari Passu Facility Guarantees are secured by the same assets of RYAM and such Guarantors as secure the 2026 Notes and the Term Loan Facility on a pari passu basis with the liens on such assets securing such obligations. The Pari Passu Facility bears interest at a rate per annum rate equal to three-month Term SOFR (or, if greater, 3.00%) plus 8.50%. The Pari Passu Facility matures on the four year anniversa

On the Closing Date, immediately following the borrowing of the loans under the Term Loan Credit Agreement, RYAM entered into a Credit Agreement (the “Pari Passu Credit Agreement”), as borrower, with the Lux Borrower, as lender, and the Guarantors (other than RYAM), as guarantors.

On July 20, 2023 (the “Closing Date”), RYAM Lux SARL a private limited liability company ( Société à responsabilité limitée ) incorporated under the laws of Luxembourg (the “Lux Borrower”), a wholly owned subsidiary of Rayonier Advanced Materials Inc., a Delaware corporation (“RYAM”), entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”), as borrower, with RYAM and certain of its other subsidiaries from time to time party thereto as guarantors, certain funds managed by Oaktree Capital Management, L.P., as lenders (the “Term Lenders”), Oaktree Fund Administration, LLC, as administrative agent (“Oaktree”), and Computershare Trust Company, N.A., as collateral agent.