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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
___________________________
(State of incorporation
if not a U.S. national bank)
95-3571558 
(I.R.S. employer
identification no.)
400 South Hope Street, Suite 400
Los Angeles, California
(Address of principal executive offices)
 

90071 
(Zip code)
___________________________
RAYONIER INC.,
RAYONIER OPERATING COMPANY LLC,
AND
RAYONIER TRS HOLDINGS INC.,
(Exact name of obligor as specified in its charter)
North Carolina
Delaware
Delaware 
(State or other jurisdiction of
incorporation or organization)
13-2607329
27-2793120
20-0392883 
(I.R.S. employer
identification no.)

225 Water Street, Suite 1400
Jacksonville, Florida  
(Address of principal executive offices)
 
32202 
(Zip code)
___________________________

Debt Securities
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
 


501589133v1



The following direct or indirect subsidiaries of Rayonier Inc. may be guarantors of debt securities offered by Rayonier Inc., Rayonier Operating Company LLC or Rayonier TRS Holdings Inc. and are obligors:
 
Exact Name of Registrant as Specified in its Charter
State of Incorporation 
      or Organization
I.R.S. Employer Identification Number
Belfast Commerce Centre LLC
Delaware
61-1620525
Neoga Lakes, LLC
Delaware
27-1726239
Rayonier Atlantic Timber Company
Delaware
46-3029247
Rayonier Canterbury, LLC
Delaware
04-3841382
Rayonier East Nassau Timber Properties I, LLC
Delaware
45-2904660
Rayonier East Nassau Timber Properties II, LLC
Delaware
45-2904745
Rayonier East Nassau Timber Properties III, LLC
Delaware
45-2904812
Rayonier East Nassau Timber Properties IV, LLC
Delaware
45-2904997
Rayonier East Nassau Timber Properties V, LLC
Delaware
45-2905086
Rayonier East Nassau Timber Properties VI, LLC
Delaware
45-2922050
Rayonier East Nassau Timber Properties VII, LLC
Delaware
45-2922093
Rayonier Forest Resources, L.P.
Delaware
06-1159803
Rayonier Gulf Timberlands LLC
Delaware
61-166886
Rayonier Louisiana Timberlands LLC
Delaware
45-2890869
Rayonier Mississippi Timberlands Company
Delaware
46-1511763
Rayonier Timber Company No. 1, Inc.
Delaware
46-2655946
Rayonier Timberland Acquisitions Four, LLC
Delaware
27-1672114
Rayonier Timberlands Management, LLC
Delaware
06-1148576
Rayonier TRS Forest Operations, LLC
Delaware
20-5485294
Rayonier TRS Louisiana Operations Inc.
Delaware
45-3621130
Rayonier TRS Mississippi Operations Inc.
Delaware
45-3621440
Rayonier TRS Operating Company
Delaware
46-5579555
Rayonier Washington Timber Company
Delaware
46-3020236
Terra Pointe LLC
Delaware
59-3607205

225 Water Street, Suite 1400
Jacksonville, Florida
(Address of principal executive offices)
32202
(Zip code)
___________________________

- 2 -




1.    General information. Furnish the following information as to the trustee:
(a)
Name and address of each examining or supervising authority to which it is subject.
Name
Address
Comptroller of the Currency
United States Department of the Treasury

Washington, DC 20219
Federal Reserve Bank of San Francisco
San Francisco, CA 94105
Federal Deposit Insurance Corporation
Washington, DC 20429
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
2.
Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
3.
List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., (Exhibit 1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.
A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).
4.
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
6.
The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 30th day of April, 2015.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: /s/ Teresa Petta    
Name: Teresa Petta
Title: Vice President

- 4 -


Exhibit 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business December 31, 2014, published in accordance with Federal regulatory authority instructions.
ASSETS
 Dollar amounts
in thousands

Cash and balances due from depository institutions:
 
Noninterest-bearing balances and currency and coin
2,244

Interest-bearing balances
283

Securities:
 
Held-to-maturity securities
—

Available-for-sale securities
681,797

Federal funds sold and securities purchased under agreements to resell:
 
Federal funds sold
181,700

Securities purchased under agreements to resell
—

Loans and lease financing receivables:
 
Loans and leases, net of unearned income
—

LESS: Allowance for loan and lease losses
—

Loans and leases, net of unearned income and allowance
—

Trading assets
—

Premises and fixed assets (including capitalized leases)
13,215

Other real estate owned
—

Investments in unconsolidated subsidiaries and associated companies
—

Direct and indirect investments in real estate ventures
—

Intangible assets:
 
Goodwill
856,313

Other intangible assets
103,947

Other assets
117,698

Total assets

$1,957,197

 
 



LIABILITIES
 
 
 
 
 
Deposits:
 
 
In domestic offices
502

Noninterest-bearing
502

 
Interest-bearing
—

 
       Not applicable
 
Federal funds purchased and securities sold under agreements to repurchase:
 
Federal funds purchased
—

Securities sold under agreements to repurchase
—

Trading liabilities
—

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)
—

Not applicable
 
Not applicable
 
Subordinated notes and debentures
—

Other liabilities
257,630

Total liabilities
258,132

Not applicable
 
 
 
 
EQUITY CAPITAL
 
 
 
 
 
Perpetual preferred stock and related surplus
—

Common stock
1,000

Surplus (exclude all surplus related to preferred stock)
1,122,182

Not available
 
Retained earnings
575,618

Accumulated other comprehensive income
265

Other equity capital components
—

Not available
 
Total bank equity capital
1,699,065

Noncontrolling (minority) interests in consolidated subsidiaries
—

Total equity capital
1,699,065

Total liabilities and equity capital

$1,957,197


I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty     )    CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President )
William D. Lindelof, Director    )    Directors (Trustees)
Alphonse J. Briand, Director    )