Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2020 (the "Amendment Effective Date"), Rayonier Advanced Materials Inc. (the "Company") entered into that certain Second Amendment to Amended and Restated Credit Agreement (the "Amendment Agreement") by and among the Company, Rayonier A.M. Products Inc. ("Products"), Rayonier Performance Fibers, LLC ("Performance Fibers"), certain other subsidiaries of the Company party thereto, the lenders and L/C issuers party thereto, and Bank of America, N.A., as administrative agent and collateral agent, amending that certain Amended and Restated Credit Agreement, dated as of November 17, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment Effective Date, including pursuant to that certain First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2019, the "Existing Credit Agreement", and as amended pursuant to the Amendment Agreement, the "Amended Credit Agreement"), governing its senior secured credit facilities (the "Credit Facilities").

The Amendment Agreement amends the Existing Credit Agreement to, among other things, (i) amend the financial covenants therein to permit the Company to (a) maintain a first lien secured gross leverage ratio (in lieu of a first lien secured net leverage ratio) of up to a ratio that varies by fiscal quarter, ranging between 6.65:1.00 and 5.75:1.00 in 2020, 6.25:1.00 and 4.25:1.00 in 2021, 3.50:1.00 in the first quarter of 2022 and 3.25:1.00 thereafter, tested quarterly on a pro forma trailing twelve month basis, (b) maintain an interest coverage ratio of as low as a ratio that varies by fiscal quarter, ranging between 1.40:1.00 and 1.75:1.00 in 2020, 2.10:1.00 and 1.55:100 in 2021, 2.70:1.00 in the first quarter of 2022 and 3:00:1.00 thereafter, tested quarterly on a pro forma trailing twelve month basis and (c) from and after April 1, 2020, utilize at any time up to $140 million of the commitments under the U.S. dollar denominated revolving credit facility (the "USD Revolving Facility") and multicurrency revolving credit facility (together with the USD Revolving Facility, the "Revolving Facilities"), subject to certain conditions described in the Amended Credit Agreement, (ii) subject to certain exceptions, require the Company to prepay the Revolving Facility from time to time with cash and certain other permitted investments held by the Company and its subsidiaries in excess of $60 million, (iii) provide for a 1.00% LIBOR floor and (iv) make certain other changes to the covenants and other provisions therein.

In connection with the Amendment Agreement, the Company paid amendment fees to its lenders in an amount equal to 0.30% of the aggregate principal amount of term loans and revolving commitments outstanding under the Amended Credit Agreement held by each lender party to the Amendment Agreement.

The description of the Amendment Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the Amendment Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

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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 8.01. Other Events.

On the Amendment Effective Date, the Company issued a press release announcing the transactions described herein. A copy of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
 Number                                      Description

   10.1            Second Amendment to Amended and Restated Credit Agreement, dated
                 as of June 5, 2020, among Rayonier Advanced Materials Inc., as
                 Holdings, Rayonier A.M. Products Inc. and Rayonier Performance
                 Fibers, LLC, as Borrowers, certain subsidiaries of Rayonier Advanced
                 Materials Inc. party thereto, the lenders and L/C issuers party
                 thereto and Bank of America, N.A., as Administrative Agent.

   99.1            Press Release entitled "Rayonier Advanced Materials Announces
                 Credit Agreement Amendment Providing Extended Financial Covenant
                 Relief and Additional Liquidity" issued June 5, 2020.

   104           The cover page from this Current Report on Form 8-K, formatted as
                 Inline XBRL.

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