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EXHIBIT
10 (p)




EXECUTION COPY




 

 








$1,200,000,000




COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT




Dated as of December 19, 2006




among




WEYERHAEUSER COMPANY, and




WEYERHAEUSER REAL ESTATE COMPANY, as Borrowers,




THE LENDERS, THE SWING LINE BANKS AND INITIAL FRONTING BANKS NAMED HEREIN,




JPMORGAN CHASE BANK, N.A., as Administrative Agent,




CITIBANK, N.A., as Syndication Agent,




BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents,

and




MORGAN STANLEY BANK, as Co-Documentation Agent




 

 








J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,

as Lead Arrangers and Joint Book Runners










 



 




Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	Section 1.01 Defined Terms
	 	 	1	 
	Section 1.02 Terms Generally
	 	 	15	 
	Section 1.03 Accounting Terms; GAAP
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	15	 
	Section 2.01 Commitments
	 	 	15	 
	Section 2.02 Loans
	 	 	16	 
	Section 2.03 Conversion and Continuation of Loans
	 	 	18	 
	Section 2.04 Fees
	 	 	19	 
	Section 2.05 Repayment of Loans; Evidence of Debt
	 	 	21	 
	Section 2.06 Interest on Loans
	 	 	22	 
	Section 2.07 Default Interest
	 	 	24	 
	Section 2.08 Alternate Rate of Interest
	 	 	24	 
	Section 2.09 Termination and Reduction of Commitments
	 	 	25	 
	Section 2.10 Prepayment
	 	 	25	 
	Section 2.11 Reserve Requirements; Change in Circumstances
	 	 	25	 
	Section 2.12 Change in Legality
	 	 	27	 
	Section 2.13 Indemnity
	 	 	28	 
	Section 2.14 Pro Rata Treatment
	 	 	29	 
	Section 2.15 Sharing of Setoffs
	 	 	29	 
	Section 2.16 Payments
	 	 	30	 
	Section 2.17 Taxes
	 	 	30	 
	Section 2.18 Mitigation Obligations; Replacement of Lenders
	 	 	33	 
	Section 2.19 Competitive Bid Procedure
	 	 	34	 
	Section 2.20 Letters of Credit
	 	 	36	 
	Section 2.21 Swing Line Loans
	 	 	40	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	41	 
	Section 3.01 Organization; Powers
	 	 	41	 
	Section 3.02 Authorization
	 	 	41	 
	Section 3.03 Enforceability
	 	 	42	 
	Section 3.04 Consents and Approvals
	 	 	42	 
	Section 3.05 Financial Statements
	 	 	42	 
	Section 3.06 No Material Adverse Change
	 	 	43	 
	Section 3.07 Title to Properties; Possession Under Leases
	 	 	43	 
	Section 3.08 Subsidiaries
	 	 	43	 
	Section 3.09 Litigation; Compliance with Laws
	 	 	43	 
	Section 3.10 Agreements
	 	 	43	 
	Section 3.11 Federal Reserve Regulations
	 	 	44	 
	Section 3.12 Investment Company Act
	 	 	44	 
	Section 3.13 Tax Returns
	 	 	44	 









(i)







 




	 	 	 	 	 
	 	 	Page	 
	Section 3.14 No Material Misstatements
	 	 	44	 
	Section 3.15 Compliance with ERISA
	 	 	44	 
	Section 3.16 Environmental Matters
	 	 	45	 
	Section 3.17 Maintenance of Insurance
	 	 	45	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
	 	 	45	 
	Section 4.01 All Borrowings and Issuances
	 	 	45	 
	Section 4.02 Closing Date
	 	 	46	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	48	 
	Section 5.01 Existence; Businesses and Properties
	 	 	48	 
	Section 5.02 Insurance
	 	 	48	 
	Section 5.03 Obligations and Taxes
	 	 	49	 
	Section 5.04 Financial Statements, Reports, etc
	 	 	49	 
	Section 5.05 Litigation and Other Notices
	 	 	51	 
	Section 5.06 ERISA
	 	 	51	 
	Section 5.07 Maintaining Records; Access to Properties and Inspections
	 	 	52	 
	Section 5.08 Use of Proceeds
	 	 	52	 
	Section 5.09 Environmental Matters
	 	 	52	 
	Section 5.10 OCBM Agreement
	 	 	54	 
	Section 5.11 Further Assurances
	 	 	54	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	54	 
	Section 6.01 Covenants of Weyerhaeuser
	 	 	54	 
	Section 6.02 Covenants with respect to WRECO
	 	 	57	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	60	 
	Section 7.01 Events of Default
	 	 	60	 
	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	63	 
	Section 8.01 The Administrative Agent
	 	 	63	 
	Section 8.02 Other Agents
	 	 	65	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	66	 
	Section 9.01 Notices
	 	 	66	 
	Section 9.02 Survival of Agreement
	 	 	66	 
	Section 9.03 Binding Effect
	 	 	66	 
	Section 9.04 Successors and Assigns
	 	 	67	 
	Section 9.05 Expenses; Indemnity
	 	 	69	 
	Section 9.06 Right of Setoff
	 	 	70	 
	Section 9.07 Applicable Law
	 	 	70	 
	Section 9.08 Waivers; Amendment
	 	 	71	 
	Section 9.09 Interest Rate Limitation
	 	 	71	 
	Section 9.10 Entire Agreement
	 	 	72	 
	Section 9.11 WAIVER OF JURY TRIAL
	 	 	72	 
	Section 9.12 Severability
	 	 	72	 







(ii)








 





	 	 	 	 	 
	 	 	Page	 
	Section 9.13 Counterparts
	 	 	72	 
	Section 9.14 Headings
	 	 	72	 
	Section 9.15 Jurisdiction; Consent to Service of Process
	 	 	72	 
	Section 9.16 Domicile of Loans
	 	 	73	 
	Section 9.17 Restricted and Unrestricted Subsidiaries
	 	 	73	 
	Section 9.18 USA PATRIOT Act
	 	 	75	 






	 
	EXHIBITS

	 

	Exhibit A     Form of Revolving Borrowing Request

	Exhibit B     Form of Administrative Questionnaire

	Exhibit C     Form of Assignment and Acceptance

	Exhibit D-1 Form of Certification of Financial Statements for Weyerhaeuser

	Exhibit D-2 Form of Certification of Financial Statements for WRECO

	Exhibit D-3 Form of Compliance Certificate for Weyerhaeuser

	Exhibit D-4 Form of Compliance Certificate for WRECO

	Exhibit E     Form of Subordinated Debt

	Exhibit F     Form of Promissory Note

	Exhibit G     Form of Swing Line Borrowing Request

	 

	SCHEDULES

	 

	Schedule 2.01 Commitments

	Schedule 2.20 Existing Letters of Credit

	Schedule 3.08 Subsidiaries of Weyerhaeuser and WRECO

	Schedule 9.01 Notices









(iii)







 




     COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of December 19, 2006
among WEYERHAEUSER COMPANY, a Washington corporation (“Weyerhaeuser”), WEYERHAEUSER REAL
ESTATE COMPANY, a Washington corporation (“WRECO,” together with Weyerhaeuser, the
“Borrowers” and each, individually, a “Borrower”), the lenders listed in Schedule
2.01 (together with each assignee that becomes a party hereto pursuant to Section 9.04, a
“Lender,” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national
banking association (“JPMorgan Chase Bank”) and CITIBANK, N.A., a national banking
association (“Citibank”), as initial fronting banks (collectively, in such capacities, the
“Initial Fronting Banks”), JPMORGAN CHASE BANK and CITIBANK, as swing line banks (in such
capacities, the “Swing Line Banks”), JPMORGAN CHASE BANK as administrative agent for the
Lenders (in such capacity, and its successors in such capacity, the “Administrative
Agent”), CITIBANK, as syndication agent (in such capacity, the “Syndication Agent”),
BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as
documentation agents (collectively, in such capacities, the “Documentation Agents”),
and MORGAN STANLEY BANK, as co-documentation agent (in such capacity, the
“Co-Documentation Agent”).



W I T N E S S E T H:




     
WHEREAS, Weyerhaeuser has entered into that certain Five-Year
Competitive Advance and Revolving Credit Facility Agreement, dated as
of March 26, 2002 (the “Existing Five-year Revolving Credit
Agreement”) with JPMorgan Chase Bank, as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, The Bank of Tokyo-Mitsubishi, Ltd. and Deutsche Banc Alex Brown, Inc.,
 as co-documentation agents, and the lenders party thereto from time to time.



     
WHEREAS, Weyerhaeuser has requested  that the
Lenders enter into this Competitive Advance and Revolving Credit Agreement (a) to refinance the
Existing Five-Year  Revolving Credit Agreement,
(b) to add WRECO as a Borrower, (c) to pay costs and expenses related to such re-financing, (d) to
provide the Borrowers and their Subsidiaries with financing for general corporate purposes and to
back-stop commercial paper issuances and (e) to provide for the issuance of Letters of Credit for
the account of Weyerhaeuser which are to be
utilized for general corporate purposes.




     WHEREAS, WRECO will derive a substantial benefit from the credit extended to Weyerhaeuser.



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained herein, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01   Defined Terms. As used in this Agreement, the following terms shall
have the meanings specified below:









 




 
2




     “Adjusted Net Worth” shall mean, as of the date of any computation thereof, the
aggregate amount of capital stock (less treasury stock), surplus and retained earnings of WRECO and
its Restricted Subsidiaries, after deducting (i) goodwill, patents, trade names, trademarks,
unamortized debt discount and expense, deferred assets (other than prepaid taxes and insurance),
experimental or organizational expense, any reappraisal, revaluation or write-up assets, and such
other assets as are properly classified as “intangible assets” of WRECO and its Restricted
Subsidiaries in accordance with GAAP, (ii) all minority interests in the capital stock and surplus
of the Restricted Subsidiaries of WRECO, (iii) all Investments in Unrestricted Subsidiaries of
WRECO, and (iv) all Investments of WRECO and its Restricted Subsidiaries in any joint venture,
partnership or similar entity (not including any Investments in any Restricted Subsidiary of WRECO)
entered into for the purpose of acquiring, developing, constructing, owning, operating, selling or
leasing any Real Estate Assets.



     “Administrative Agent Fees” shall have the meaning given such term in Section 2.04(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in the form
of Exhibit B hereto.



     “Affiliate” shall mean, when used with respect to a specified person, another person
that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the person specified.



     “Aggregate Credit Exposure” shall mean the aggregate amounts of the Lenders’ Credit
Exposures.



     “Agreement” shall mean this Competitive Advance and Revolving Credit Facility
Agreement, together with all amendments, supplements and modifications hereof.



     “Applicable Margin” shall have the meaning given such term in Section 2.06(d).



     “Applicable Percentage” of any Lender at any time shall mean the percentage of the
Total Commitment represented by such Lender’s Commitment. In the event the Commitments shall have
expired or been terminated, the Applicable Percentage shall be determined on the basis of the
Commitments most recently in effect, but giving effect to assignments pursuant to Section 9.04.



     “Applicable Utilization Fee Percentage” shall have the meaning given such term in
Section 2.06(e).



     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, which acceptance shall be governed by the terms of
Section 9.04, substantially in the form of Exhibit C.



     “Base Rate” shall mean, for any day, a rate per annum equal to the higher of (i) the
Prime Rate and (ii) 1/2 of 1% plus the Federal Funds Rate, each as in effect from time to time. If
for any reason the Administrative Agent shall have determined (which determination shall be









 



3



conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate,
including the inability or failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms thereof, the Base Rate shall be determined without regard to clause (ii)
of the first sentence of this definition, until the circumstances giving rise to such inability no
longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds
Rate, respectively.



     “Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Loans.



     “Base Rate Loan” shall mean any Loan bearing interest at a rate determined by
reference to the Base Rate in accordance with the provisions of Article II.



     “Board” shall mean the Board of Governors of the Federal Reserve System of the United
States.



     “Borrower” and “Borrowers” shall have the respective meanings given such terms
in the introductory paragraph hereto.



     “Borrowing” shall mean a group of Loans of a single Type made by the Lenders (or, in
the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been
accepted pursuant to Section 2.19) on a single date and as to which a single Interest Period is in
effect.



     “Borrowing Request” shall mean a Revolving Borrowing Request or a Swing Line Borrowing
Request, as the case may be.



     “Business Day” shall mean any day (other than a day which is a Saturday, Sunday or
legal holiday in the State of New York) on which banks are open for business in New York City;
provided, however, that, when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.



     “Capital Base” shall mean, as of the date of any computation thereof, the sum of (i)
Adjusted Net Worth plus (ii) the amount of WRECO/Weyerhaeuser Subordinated Debt then outstanding
not to exceed Adjusted Net Worth.



     “Capital Lease Obligations” of any person shall mean the obligations of such person to
pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes of
this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with GAAP.



     A “Change in Control” shall be deemed to have occurred with respect to (a)
Weyerhaeuser if, (i) any person or group (within the meaning of Rule 13d-5 of the SEC as in effect
on the date hereof) shall own directly or indirectly, beneficially or of record, shares
representing more than 20% of the aggregate ordinary voting power represented by the issued









 



4



and outstanding capital stock of Weyerhaeuser, (ii) a majority of the seats (other than vacant
seats) on the board of directors of Weyerhaeuser shall at any time have been occupied by persons
who were neither (A) nominated by the management of Weyerhaeuser in accordance with its charter and
by-laws, nor (B) appointed by directors so nominated, or (iii) any person or group shall otherwise
directly or indirectly Control Weyerhaeuser, and (b) WRECO if Weyerhaeuser shall fail to own
directly or indirectly, beneficially or of record, shares representing at least 79% of the
aggregate ordinary voting power represented by the issued and outstanding capital stock of WRECO.



     “Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, is a Revolving Loan or Competitive Loan.



     “Closing Date” shall mean the first date on which the conditions precedent set forth
in Section 4.02 shall have been satisfied.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.



     “Commitment” shall mean, with respect to each Lender, the commitment of such Lender
hereunder as set forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Commitment, as applicable, as such Lender’s Commitment may be
permanently reduced, increased or terminated from time to time pursuant to Section 2.09, Section
2.18, Article VII or Section 9.04.



     “Competitive Bid” shall mean an offer by a Lender to make a Competitive Loan in
accordance with Section 2.19.



     “Competitive Bid Rate” shall mean, with respect to any Competitive Bid, the Margin or
the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.



     “Competitive Bid Request” shall mean a request by the Borrower for Competitive Bids in
accordance with Section 2.19.



     “Competitive Borrowing” shall mean a Borrowing consisting of Competitive Loans or
concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing
have been accepted by the Borrower under the bidding procedure described in Section 2.19.



     “Competitive Loan” shall mean a Loan made pursuant to Section 2.19.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person, whether through the ownership of
voting securities or by contract, and “Controlling” and “Controlled” shall have
meanings correlative thereto.









 



5


     “Credit Exposure” shall mean, with respect to each Lender, at any time, the aggregate
principal amount at such time of all outstanding Revolving Loans of such Lender to the Borrowers,
plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the
aggregate amount at such time of such Lender’s Swing Line Exposure.



     “Default” shall mean any event or condition which upon notice, lapse of time or both
would constitute an Event of Default.



     “Dollars,” “dollars” or “$” shall mean lawful money of the United
States of America.



     “Environmental Claims” shall mean any and all administrative, regulatory, or judicial
actions, suits, demand letters, claims, liens, notices of noncompliance or violation,
investigations, or proceedings relating in any way to any Environmental Law (hereinafter referred
to as “claims”) or any permit issued under any such Environmental Law, including without limitation
(a) any and all claims by Governmental Authorities for enforcement, cleanup, removal, response,
remedial, or other actions or damages pursuant to any applicable Environmental Law, and (b) any and
all claims by any third party seeking damages, contribution, indemnification, cost recovery,
compensation, or injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety, or the environment.



     “Environmental Laws” shall mean any and all Federal, state, local and foreign
statutes, laws, regulations, ordinances, codes, rules (including rules of common law), judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions now or hereafter in effect relating to the environment, health, safety,
Hazardous Materials (including, without limitation, the manufacture, processing, distribution, use,
treatment, storage, Release, and transportation thereof) or to industrial hygiene or the
environmental conditions on, under or about real property, including, without limitation, soil,
groundwater, and indoor and outdoor ambient air conditions.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder. Section
references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent
provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.



     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with Weyerhaeuser or WRECO, is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414(b), (c), (m) or (o) of the Code.



     “Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.



     “Eurodollar Loan” shall mean any Loan bearing interest at a rate determined by
reference to the Eurodollar Rate in accordance with the provisions of Article II.



     “Eurodollar Rate” shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or









 



6



substitute page of such Service, or any successor to or substitute for such Service, providing
rate quotations comparable to those currently provided on such page of such Service, as determined
by the Administrative Agent from time to time for the purpose of providing quotations of interest
rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period, as the rate for
dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the “Eurodollar Rate” with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.



     “Event of Default” shall have the meaning given such term in Article VII.



     “Existing
 Weyerhaeuser/WRECO Revolving Credit Agreement” shall have the meaning given
such term in the preliminary statements hereto.



     “Existing Letters of Credit” shall have the meaning given such term in Section
2.20(a).



     “Facility Fees” shall have the meaning given such term in Section 2.04(a).



     “Federal Funds Rate” shall mean, for any day, the weighted average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.



     “Fees” shall mean the Facility Fees, the Fronting Fee, the L/C Participation Fee and
the Administrative Agent Fees.



     “Financial Officer” of any corporation shall mean the chief financial officer,
principal accounting officer, treasurer or controller of such corporation.



     “Fixed Rate” shall mean, with respect to any Competitive Loan (other than a Eurodollar
Competitive Loan), the fixed rate of interest per annum specified by the Lender making such
Competitive Loan in its related Competitive Bid.



     “Fixed Rate Borrowing” shall mean a Borrowing comprised of Fixed Rate Loans.



     “Fixed Rate Loan” shall mean a Competitive Loan bearing interest at a Fixed Rate.









 



7


     “Fronting Banks” shall mean the Initial Fronting Banks and any other Lender designated
by Weyerhaeuser to the extent such Lender has expressly agreed to perform all of the obligations
that, by the terms of this Agreement, are required to be performed as the Fronting Banks, as such
consent by such Lender may be evidenced from time to time by documentation reasonably acceptable to
Weyerhaeuser, such Lender and the Administrative Agent.



     “Fronting Fee” shall have the meaning given such term in Section 2.04(c).



     “GAAP” shall mean generally accepted accounting principles, applied on a consistent
basis.



     “Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.



     “Guarantee” of or by any person shall mean any obligation, contingent or otherwise, of
such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any
other person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to
purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness, (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided,
however, that the term Guarantee shall not include endorsements for collection or deposit,
in either case in the ordinary course of business.



     “Hazardous Materials” shall mean (a) any petroleum or petroleum products, flammable
substances, explosives, radioactive materials, hazardous wastes, substances or contaminants, toxic
wastes, substances or contaminants, or any other wastes, substances, contaminants or pollutants
prohibited, limited or regulated by any Governmental Authority; (b) asbestos in any form that is or
could become friable, urea formaldehyde foam insulation, transformers or other equipment that
contains dielectric fluid containing levels of polychlorinated biphenyls or radon gas; (c) any
chemicals, materials or substances defined as or included in the definition of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted
hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or
words of similar import, under any applicable Environmental Law; and (d) any other chemical,
material, or substance, exposure to which is prohibited, limited, or regulated by any Governmental
Authority.



     “Indebtedness” of any person shall mean, without duplication, (a) all obligations of
such person for borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all









 



8



obligations of such person upon which interest charges are customarily paid, (d) all
obligations of such person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person issued or assumed
as the deferred purchase price of property or services (excluding current accounts payable incurred
in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by such person, whether or not the obligations secured thereby
have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital
Lease Obligations of such person, and (i) all obligations of such person as an account party in
respect of letters of credit, letters of guaranty and bankers’ acceptances. The Indebtedness of
any person shall include the Indebtedness of any partnership in which such person is a general
partner.



     “Initial Fronting Banks” shall have the meaning given such term in the introductory
paragraph hereto; provided that any Lender which is the issuer of any Existing Letter of
Credit shall be an Initial Fronting Bank solely with respect to such Existing Letter of Credit and
its agreement to have such Existing Letters of Credit deemed to be outstanding under this Agreement
pursuant to Section 2.20 and shall cease to be outstanding under
the Existing Weyerhaeuser/WRECO
Credit Agreement.



     “Interest Period” shall mean, (a) as to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing or on the date of conversion of a Borrowing of a different
Type to a Eurodollar Borrowing or on the last day of the immediately preceding Interest Period
applicable to such Borrowing or conversion thereof, as the case may be, and ending on the
numerically corresponding day (or, if there is no numerically corresponding day, on the last day)
in the calendar month that is 1, 2, 3 or 6 months thereafter, as the applicable Borrower may elect,
and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than seven
days nor more than 360 days) commencing on the date specified in the applicable Competitive Bid
Request; provided, however, that if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of Eurodollar Loans, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day;
provided further that no Interest Period for any Loan shall extend beyond the
Termination Date. Interest shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.



     “Investments” shall mean all investments in any Person, computed in accordance with
GAAP, made by stock purchase, capital contribution, loan, advance, extension of credit, or creation
or assumption of any other contingent liability or Guarantee in respect of any obligation of such
Person, or otherwise; provided, however, that in computing any investment in any
Person (i) all expenditures for such investment shall be taken into account at the actual amounts
thereof in the case of expenditures of cash and at the fair value thereof (as determined in good
faith by the Board of Directors of WRECO) or depreciated cost thereof (in accordance with GAAP),
whichever is greater, in the case of expenditures of property, (ii) there shall not be included any
Real Estate Assets, or any account or note receivable from such other Person arising from
transactions in the ordinary course of business, and (iii) a Guarantee or other contingent
liability









 



9



of any kind in respect of any Indebtedness or other obligation of such Person shall be deemed
an Investment equal to the amount of such Indebtedness or obligation.



     “L/C Disbursement” shall mean a payment or disbursement made by any Fronting Bank
pursuant to a Letter of Credit.



     “L/C Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit at such time (assuming compliance at such time with all
conditions to drawing) plus (b) the aggregate principal amount of all L/C Disbursements
that have not yet been converted to Loans in accordance with Section 2.02(f) or reimbursed by
Weyerhaeuser at such time. The L/C Exposure of any Lender at any time shall mean its Applicable
Percentage of the aggregate L/C Exposure at such time.



     “L/C Participation Fee” shall have the meaning given such term in Section 2.04(c).



     “Lead Arrangers” shall mean, collectively, J.P. Morgan Securities Inc., and Citigroup
Global Markets Inc.



     “Lender” and “Lenders” shall have the respective meanings given such terms in
the introductory paragraph hereto.



     “Lender Affiliate” shall mean, (a) with respect to any Lender, (i) an Affiliate of
such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is
engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed by a Lender or an
Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank
loans and similar extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.



     “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.20.



     “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor
or a lessor under any conditional sale agreement, capital lease or title retention agreement
relating to such asset and (c) in the case of securities, any purchase option, call or similar
right of a third party with respect to such securities.



     “Loan” shall mean a Revolving Loan, a Swing Line Loan or a Competitive Loan.



     “Loan Documents” shall mean this Agreement, the OCBM Agreement, any Letter of Credit
and any application therefor and any notes issued in accordance with Section 2.05.



     “Mandatory Convertible Debt Securities” with respect to Weyerhaeuser, shall mean all
obligations of Weyerhaeuser evidenced by bonds, notes, debentures, or other similar instruments,
which by their terms convert mandatorily into equity interests of Weyerhaeuser no later than three
years from the date of issuance of such bonds, notes, debentures, or other similar









 



10



instruments; provided that at no time shall the aggregate outstanding principal amount
of such obligations included in the definition of “Mandatory Convertible Debt Securities,” prior to
their conversion, exceed $1,500,000,000.



     “Margin” means, with respect to any Competitive Loan bearing interest at a rate based
on the Eurodollar Rate, the marginal rate of interest, if any, to be added to or subtracted from
the Eurodollar Rate to determine the rate of interest applicable to such Loan, and specified by the
Lender making such Loan in its related Competitive Bid.



     “Margin Stock” shall have the meaning given such term under Regulation U.



     “Material Adverse Effect” shall mean (a) a materially adverse effect on the business,
financial condition, operations or properties of Weyerhaeuser and its Subsidiaries, taken as a
whole, (b) a materially adverse effect on the ability of Weyerhaeuser or any of its Subsidiaries to
perform its obligations under any Loan Documents to which it is or will be a party, or (c) a
materially adverse effect on the rights and remedies available to the Administrative Agent and the
Lenders under the Loan Documents.



     “Moody’s” shall mean Moody’s Investors Service, Inc., a corporation organized and
existing under the laws of the State of Delaware, and its successors and assigns, and if such
corporation shall for any reason no longer perform the functions of a securities rating agency,
“Moody’s” shall be deemed to refer to any other nationally recognized rating agency
designated by Weyerhaeuser and the Required Lenders.



     “OCBM Agreement” shall mean the Ownership and Capital Base Maintenance Agreement,
dated as of December 19, 2006, and entered into by Weyerhaeuser.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto.



     “Person” shall mean any natural person, corporation, business trust, joint venture,
joint stock company, trust, unincorporated organization, association, company, partnership or
government, or any agency or political subdivision thereof.



     “Plan” shall mean any multiemployer or single-employer plan as defined in Section 4001
of ERISA covered by Title IV of ERISA, which is maintained or contributed to by (or to which there
is an obligation to contribute of), or at any time during the five calendar years preceding the
date of this Agreement was maintained or contributed to by (or to which there was an obligation to
contribute of), Weyerhaeuser or an ERISA Affiliate.



     “Prime Rate” shall mean the rate of interest per annum publicly announced from time to
time by the Administrative Agent as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective on the date such change is publicly
announced as effective. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer.



     “Rating” shall mean, as of any date, the rating by Moody’s and S&P in effect on such
date, of the Senior Unsecured Long-Term Debt of Weyerhaeuser.









 



11


     “Real Estate Assets” shall mean all assets of WRECO and its Restricted Subsidiaries
(determined, unless the context otherwise requires, on a consolidated basis for WRECO and its
Restricted Subsidiaries) of the types described below, acquired and held for the purpose of, and
arising out of, the development and/or sale or rental thereof in the ordinary course of business:
(i) improved and unimproved land, buildings and other structures and improvements and fixtures
located thereon, and (ii) contracts, mortgages, notes receivables and other choses in action.



     “Register” shall have the meaning given such term in Section 9.04(c).



     “Regulation D” shall mean Regulation D of the Board as from time to time in effect and
all official rulings and interpretations thereunder or thereof.



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and
all official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and
all official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and
all official rulings and interpretations thereunder or thereof.



     “Reinvestment Proceeds” shall have the meaning given such term in Section 2.10(b).



     “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



     “Release” shall mean disposing, discharging, injecting, spilling, leaking, dumping,
emitting, escaping, emptying, seeping, placing, and the like, into or upon any land or water or
air, or otherwise entering into the environment.



     “Reportable Event” shall mean an event described in Section 4043(c) of ERISA with
respect to a Plan as to which the 30-day notice requirement has not been waived by statute,
regulation or otherwise.



     “Required Lenders” shall mean, at any time, Lenders having Credit Exposures and unused
Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and unused
Commitments at such time; provided that, for the purpose of declaring the Loans to be due
and payable pursuant to Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, (i) the outstanding Competitive
Loans of the Lenders shall be added to their respective Credit Exposures and to the Aggregate
Credit Exposure and (ii) notwithstanding Section 2.14, the entire amount of Competitive Loans of
each Lender shall reduce the unused Commitment of such Lender and shall not reduce the unused
Commitment of any other Lender in determining the Required Lenders.









 



12


     “Restricted Subsidiary” shall mean, (i) with respect to Weyerhaeuser, each Subsidiary
that has not been designated as an Unrestricted Subsidiary on Schedule 3.08 Part I and thereafter
not designated by a Financial Officer of Weyerhaeuser as an Unrestricted Subsidiary after the
Closing Date pursuant to Section 9.17 and (ii) with respect to WRECO, each Subsidiary that has not
been designated as an Unrestricted Subsidiary on Schedule 3.08 Part II or thereafter designated by
a Financial Officer of WRECO as an Unrestricted Subsidiary after the Closing Date pursuant to
Section 9.17. On the Closing Date, the Company and its subsidiaries shall be deemed Restricted
Subsidiaries unless a Financial Officer of Weyerhaeuser shall have designated any of such entities
as an Unrestricted Subsidiary after the Closing Date.



     “Revolving Borrowing” shall mean a Borrowing consisting of Revolving Loans.



     “Revolving Borrowing Request” shall mean a request made pursuant to Section 2.02(e) in
the form of Exhibit A.



     “Revolving Loan” shall mean a Loan made by the Lenders to a Borrower pursuant to
Section 2.01.



     “S&P” shall mean Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc., a corporation organized and existing under the laws of the State of New York, and
its successors and assigns, and if such corporation shall for any reason no longer perform the
functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally
recognized rating agency designated by Weyerhaeuser and the Required Lenders.



     “SEC” shall mean the Securities and Exchange Commission or any successor.



     “Senior Debt” shall mean all Indebtedness of any Person (other than WRECO) which is
not expressed to be subordinate and junior in right of payment to any other Indebtedness of such
Person, and, with respect to WRECO, shall mean all Indebtedness of WRECO other than Subordinated
Debt.



     “Senior Unsecured Long-Term Debt” shall mean the unsecured bonds, debentures, notes or
other Indebtedness of Weyerhaeuser, designated on its financial statements as senior long-term
indebtedness. In the event more than one issue of Senior Unsecured Long Term Debt shall be
outstanding at any relevant time and different credit ratings shall have been issued by S&P or
Moody’s for such issues, Senior Unsecured Long-Term Debt shall be deemed to refer to the lowest
rated issue.



     “Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of
which is the number one, and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board and any other banking authority to which the
Administrative Agent is subject with respect to the Eurodollar Rate, for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be









 





13



available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserves shall be adjusted automatically on and as of the effective date
of any change in any reserve percentage.



     “Subordinated Debt” shall mean and include (i) Subordinated Promissory Notes of WRECO,
in substantially the form annexed as Exhibit E hereto, and (ii) any other Indebtedness of WRECO now
or hereafter created, issued or assumed which at all times is evidenced by a written instrument or
instruments containing or having applicable thereto subordination provisions substantially the same
as those in said Exhibit E hereto, providing for the subordination of such Indebtedness to such
other Indebtedness of WRECO as shall be specified or characterized in such subordination
provisions.



     “subsidiary” shall mean, with respect to any Person (herein referred to as the
“parent”), any corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power to elect a majority of the board of directors or more than 50% of the
general partnership interests are, at the time any determination is being made, owned, controlled
or held, or (b) which is, at the time any determination is made, otherwise Controlled, by the
parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.



     “Subsidiary” shall mean any subsidiary of Weyerhaeuser or WRECO, provided that
there shall be excluded from this definition (i) Nelson Forests Joint Venture, a joint venture
formed under the laws of New Zealand, and (ii) Wapawekka Lumber Ltd., a limited partnership formed
under the laws of Saskatchewan, for so long as such business entities shall not be Controlled by
Weyerhaeuser or any of its subsidiaries.



     “Swing Line Banks” shall have the meaning given such term in the introductory
paragraph hereto.



     “Swing Line Borrowing” shall mean a Borrowing consisting of Swing Line Loans.



     “Swing Line Borrowing Request” shall mean a request made pursuant to Section 2.21(b)
in the form of Exhibit G.



     “Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all
Swing Line Loans outstanding at such time made by the Swing Line Banks. The Swing Line Exposure of
any Lender at any time shall mean its Applicable Percentage of the aggregate Swing Line Exposure at
such time.



     “Swing Line Loan” shall mean a Loan made by (i) the Swing Line Banks pursuant to
Section 2.21(a), or (ii) any Lender pursuant to Section 2.21(c).



     “Termination Date” shall
mean March 22, 2010.









 



14


     “Total Adjusted Shareholders’ Interest” shall mean, at any time, the amount of the
preferred, preference and common shares accounts plus (or minus in the case of a deficit) the
amount of other capital and retained earnings, in accordance with GAAP, of Weyerhaeuser and its
consolidated Subsidiaries, less treasury common shares and the aggregate net book value (after
deducting any reserves applicable thereto) of all items of the following character which are
included in the consolidated assets of Weyerhaeuser and its consolidated Subsidiaries:



     (a) investments in Unrestricted Subsidiaries; and




     (b) without duplication, investments by Weyerhaeuser and its consolidated Subsidiaries
in WRECO and its consolidated Subsidiaries.



     No effect shall be given for any increases or decreases attributable to cumulative other
comprehensive income resulting from the application of FASB Statement 158.



     “Total Commitment” shall mean at any time the aggregate amount of the Commitments as
in effect at such time, and on the date hereof shall mean $1,200,000,000.



     “Total Funded Indebtedness” with respect to Weyerhaeuser shall mean, at any time, the
aggregate principal amount of all Indebtedness (other than Guarantees by such Person of
Indebtedness of others) for borrowed money or for the deferred purchase price of property and
Capital Lease Obligations of Weyerhaeuser and its consolidated Subsidiaries, excluding (a) the
Indebtedness of Unrestricted Subsidiaries, (b) without duplication, the Indebtedness of WRECO and
its consolidated Subsidiaries, and (c) 80% of the aggregate principal amount of the Mandatory
Convertible Debt Securities outstanding at such time.



     “Transactions” shall have the meaning given such term in Section 3.02.



     “Transferee” shall have the meaning given such term in Section 2.17.



     “Type,” when used in respect of any Loan or Borrowing, shall refer to the Rate by
reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.
For purposes hereof, “Rate” shall include the Eurodollar Rate, the Base Rate and the Fixed Rate
applicable to any Loan.



     “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the
present value of the accrued benefits under the Plan as of the close of its most recent plan year,
determined in accordance with Statement of Financial Accounting Standards No. 35, based upon the
actuarial assumptions used by the Plan’s actuary in the most recent annual valuation of the Plan,
exceeds the fair market value of the assets allocable thereto, determined in accordance with
Section 412 of the Code.



     “Unrestricted Subsidiary” shall mean, (i) with respect to Weyerhaeuser, each
Subsidiary that has been designated as an Unrestricted Subsidiary on Schedule 3.08 Part I and any
Subsidiary which has been designated by a Financial Officer of Weyerhaeuser as an Unrestricted
Subsidiary after the Closing Date pursuant to Section 9.17, and (ii) with respect to WRECO, each
Subsidiary that has been designated as an Unrestricted Subsidiary on Schedule









 



15


     3.08 Part II and any Subsidiary which has been designated by a Financial Officer of WRECO as
an Unrestricted Subsidiary after the Closing Date pursuant to Section 9.17.



     “Utilization Fee” shall have the meaning given such term in Section 2.06(e).



     “Weyerhaeuser” shall have the meaning given such term in the introductory paragraph
hereto.



     “WRECO” shall have the meaning given such term in the introductory paragraph hereto.



     “WRECO/Weyerhaeuser Subordinated Debt” shall mean the Subordinated Promissory Notes
issued by WRECO to Weyerhaeuser described in clause (i) of the definition of “Subordinated Debt”
and in substantially the form annexed as Exhibit E hereto.



     Section 1.02   Terms Generally. The definitions in Section 1.01 shall apply equally
to both the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to
Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class
and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and
referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
“Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).



     Section 1.03   Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if either Borrower notifies the Administrative
Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof on the operation
of such provision (or if the Administrative Agent notifies either Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.



ARTICLE II




THE CREDITS




     Section 2.01   Commitments. Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, each Lender agrees, severally and not jointly, to
make Loans to each Borrower requesting a Borrowing, at any time and from time to time on and after
the date hereof and until the earlier of the Termination Date and the termination of the Commitment
of such Lender, in an aggregate principal amount at any time outstanding not









 



16


     to exceed such Lender’s Commitment at such time, minus, in each case, the amount by which the
Competitive Loans outstanding at such time shall be deemed pursuant to Section 2.14 to have
utilized such Lender’s Commitment, subject, however, to the conditions that:



     (a) at no time shall the outstanding aggregate principal amount of all Loans made by
all Lenders and the Swing Line Banks plus the aggregate L/C Exposure of such Lenders at such
time exceed the Total Commitment;



     (b) at no time shall the outstanding aggregate principal amount of all Loans made by
all Lenders to WRECO exceed $400,000,000; and



     (c) at all times the outstanding aggregate principal amount of all Revolving Loans made
by each Lender shall equal the product of (i) the Applicable Percentage of such Lender times
(ii) the outstanding aggregate principal amount of all Revolving Loans made pursuant to
Section 2.02.



     Each Lender’s Commitment is set forth opposite its name in Schedule 2.01, or in the case of
each assignee that becomes a party hereto pursuant to Section 9.04 or any subsequent assignments
pursuant to Section 9.04, on the Register maintained by the Administrative Agent pursuant to
Section 9.04(c).



     Within the foregoing limits, each Borrower may borrow, pay or prepay and reborrow hereunder,
on and after the Closing Date and prior to the Termination Date, subject to the terms, conditions
and limitations set forth herein, on a several and not joint basis.



     Section 2.02   Loans. (a) Each Revolving Loan shall be made as part of a Revolving
Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Commitments; provided, however, that the failure of any Lender to make
any Revolving Loan shall not in and of itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Revolving Loan required to be made by such other Lender). Each
Competitive Loan shall be made in accordance with the procedures set forth in Section 2.19. The
Loans (other than Swing Line Loans) comprising any Revolving Borrowing (other than a Swing Line
Borrowing) shall be in an aggregate principal amount which is an integral multiple of $1,000,000
and not less than $25,000,000 (or an aggregate principal amount equal to the remaining balance of
the available Commitments).



     (b) Each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or Base Rate
Loans, as the applicable Borrower may request pursuant to paragraph (e) hereof and each Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the applicable
Borrower may request in accordance with Section 2.19. Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not (i) affect the obligation of the
applicable Borrower to repay such Loan in accordance with the terms of this Agreement and (ii)
entitle such Lender to any amounts pursuant to Sections 2.11 or 2.12 to which amounts such Lender
would not be entitled if such Lender had made such Loan itself through its domestic branch.
Borrowings of more than one Type may be outstanding at the









 



17



same time; provided, however, that neither Borrower shall be entitled to
request any Revolving Borrowing which, if made, would result in an aggregate of more than twenty
(20) separate Revolving Loans from any Lender being outstanding hereunder at any one time. For
purposes of the foregoing, Revolving Loans (other than Revolving Loans which are Base Rate Loans)
having different Interest Periods, regardless of whether they commence on the same date, shall be
considered separate Revolving Loans.



     (c) Each Lender shall make each Loan (other than a Swing Line Loan) to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds to the Administrative
Agent in New York, New York, not later than 12:00 noon (or in the case of Base Rate Loans, 2:00
p.m.), New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time,
credit the amounts so received to the general deposit account of the applicable Borrower maintained
with the Administrative Agent or, if a Borrowing (other than a Swing Line Borrowing) shall not
occur on such date because any condition precedent herein specified shall not have been met, return
the amounts so received to the respective Lenders. Competitive Loans shall be made by the Lender
or Lenders whose Competitive Bids therefor are accepted pursuant to Section 2.19 in the amount so
accepted, and Revolving Loans shall be made by the Lenders pro rata in accordance with Section
2.14. Unless the Administrative Agent shall have received notice from a Lender prior to the time
of any Revolving Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s portion of such Revolving Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the Administrative Agent on the date of such Borrowing in
accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If and
to the extent that such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the applicable Borrower until the date such amount is repaid
to the Administrative Agent at (i) in the case of the applicable Borrower, the interest rate
applicable at the time to the Revolving Loans comprising such Borrowing and (ii) in the case of
such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender’s Revolving Loan as part of such
Revolving Borrowing for purposes of this Agreement.



     (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request any Revolving Borrowing with an Interest Period ending after the Termination Date.



     (e) In order to request a Revolving Borrowing, the Borrower requesting such Borrowing shall
hand deliver or telecopy to the Administrative Agent a Revolving Borrowing Request in the form of
Exhibit A (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time,
three Business Days before a proposed borrowing and (b) in the case of a Base Rate Borrowing, not
later than 12:00 noon, New York City time, on the day of a proposed borrowing. Such notice shall
be irrevocable and shall in each case specify (i) whether the Revolving Borrowing then being
requested is to be a Eurodollar Borrowing or a Base Rate Borrowing; (ii) the date of such Revolving
Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Revolving
Borrowing is to be a Eurodollar Borrowing, the









 



18



Interest Period with respect thereto. If no election as to the Type of Revolving Borrowing is
specified in any such notice, then the requested Revolving Borrowing shall be a Base Rate
Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such
notice, then the applicable Borrower shall be deemed to have selected an Interest Period of one
month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given
pursuant to this Section 2.02(e) and of each Lender’s portion of the requested Borrowing.



     (f) If a Fronting Bank shall not have received the payment required to be made by Weyerhaeuser
pursuant to Section 2.20(e) within the time specified in such Section, such Fronting Bank will
promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will
promptly notify each Lender of such L/C Disbursement and its Applicable Percentage thereof. Not
later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such
notice later than 12:00 noon, New York City time, on any day, no later than 10:00 a.m., New York
City time, on the immediately following Business Day), each Lender will make available the amount
of its Applicable Percentage of such L/C Disbursement (it being understood that such amount shall
be deemed to constitute a Base Rate Loan of such Lender and such payment shall be deemed to have
reduced the L/C Exposure) in immediately available funds, to the Administrative Agent in New York,
New York, and the Administrative Agent will promptly pay to the applicable Fronting Bank amounts so
received by it from the Lenders. The Administrative Agent will promptly pay to the applicable
Fronting Bank any amounts received by it from Weyerhaeuser pursuant to Section 2.20(e) prior to the
time that any Lender makes any payment pursuant to this paragraph (f), and any such amounts
received by the Administrative Agent thereafter will be promptly remitted by the Administrative
Agent to the Lenders that shall have made such payments and to the applicable Fronting Bank, as
their interests may appear. If any Lender shall not have made its Applicable Percentage of such
L/C Disbursement available to the Administrative Agent as provided above, such Lender agrees to pay
interest on such amount, for each day from and including the date such amount is required to be
paid in accordance with this paragraph to but excluding the date such amount is paid, to the
Administrative Agent for the account of the applicable Fronting Bank at, for the first such day,
the Federal Funds Rate, and for each day thereafter, the Base Rate.



     Section 2.03   Conversion and Continuation of Loans. (a) Each Borrower shall, with
respect to its respective Revolving Borrowings, have the right at any time, upon prior irrevocable
written notice to the Administrative Agent given in the manner and at the times specified in
Section 2.02(e) with respect to the Type of Revolving Borrowing into which conversion or
continuation is to be made, to convert any of its Revolving Borrowings into a Revolving Borrowing
of a different Type and to continue any of its Eurodollar Revolving Borrowings into a subsequent
Interest Period of any permissible duration, subject to the terms and conditions of this Agreement
and to the following:




     (i) each conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of Revolving Loans comprising the converted
or continued Revolving Borrowing;




     (ii) if less than all the outstanding principal amount of any Revolving Borrowing shall
be converted or continued, the aggregate principal amount of such









 



19



Revolving Borrowing converted and/or continued shall in each case not be less than the
minimum amount set forth in Section 2.02;




     (iii) if a Eurodollar Borrowing is converted at any time other than on the last day of
the Interest Period applicable thereto, the applicable Borrower shall pay any amount due
pursuant to Section 2.13;




     (iv) if such Revolving Borrowing is to be converted into a Eurodollar Borrowing or if a
Eurodollar Borrowing is to be continued, no Interest Period selected shall extend beyond the
Termination Date;




     (v) interest accrued to the day immediately preceding each date of conversion or
continuation shall be payable on each Revolving Borrowing (or part thereof) that is
converted or continued concurrently with such conversion or continuation; and




     (vi) Competitive Borrowings may not be converted or continued.



         (b) Each notice given pursuant to Section 2.03(a) shall be irrevocable and shall refer to this
Agreement and specify (i) the identity and the amount of the Revolving Borrowing that the
applicable Borrower requests to be converted or continued; (ii) whether such Borrowing (or any part
thereof) is to be converted or continued as a Base Rate Borrowing or a Eurodollar Borrowing; (iii)
if such notice requests a conversion, the date of such conversion (which shall be a Business Day);
and (iv) if such Borrowing (or any part thereof) is to be converted into or continued as a
Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified
in any such notice with respect to any conversion to or continuation as a Eurodollar Revolving
Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one
month’s duration, in the case of a Eurodollar Borrowing. The Administrative Agent shall advise the
Lenders of any notice given pursuant to Section 2.03(a) and of each Lender’s portion of any
converted or continued Revolving Borrowing.



         (c) If the applicable Borrower shall not have given notice in accordance with this Section
2.03 to continue any Eurodollar Revolving Borrowing into a subsequent Interest Period (and shall
not otherwise have given notice in accordance with this Section 2.03 to convert such Eurodollar
Borrowing), such Borrowing shall automatically be converted into a Base Rate Borrowing. In the
event of the occurrence and continuation of a Default or an Event of Default (i) all Eurodollar
Revolving Borrowings of each Borrower shall be converted into Base Rate Borrowings on the last day
of the Interest Period then in effect, and (ii) no Base Rate Borrowing may be converted into a
Borrowing of another Type so long as a Default or Event of Default continues to exist.



         Section 2.04   Fees. (a) The Borrowers jointly and severally agree to pay to each
Lender, through the Administrative Agent, on each March 31, June 30, September 30 and December 31
and on the date on which the Commitment of such Lender shall be terminated as provided herein, a
facility fee (each, a “Facility Fee,” and collectively, the “Facility Fees”),
calculated as specified below, on the amount of the Commitment of such Lender, whether used or
unused, during the preceding quarter (or shorter period commencing with the Closing Date or









 



20



ending with the Termination Date applicable to such Lender or any date on which the Commitment
of such Lender shall be terminated). All Facility Fees shall be computed on the basis of a year of
365 or 366 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The Facility Fee due to each Lender shall commence to accrue on the
Closing Date and shall cease to accrue on the earlier of the Termination Date applicable to such
Lender and the termination of the Commitment of such Lender as provided herein, provided
that, to the extent that any Lender has any Credit Exposure which remains outstanding after the
Termination Date, the Facility Fee due to such Lender shall continue to accrue on such Credit
Exposure and shall be payable upon demand.



     The Facility Fee for each Lender shall be calculated as a per annum rate in an amount equal to
the product of such Lender’s Commitment hereunder and the applicable percentage specified in the
table below, to be determined based upon the Ratings received from S&P and Moody’s by Weyerhaeuser:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level 1	 	Level 2	 	Level 3	 	Level 4	 	Level 5
	S&P:
	 	A- or better	 	BBB+	 	BBB	 	BBB-	 	Below BBB-
	Moody’s:
	 	A3 or better	 	Baa1	 	Baa2	 	Baa3	 	Below Baa3
	Facility Fee
	 	 	0.07	%	 	 	0.08	%	 	 	0.10	%	 	 	0.125	%	 	 	0.15	%






     The Facility Fees shall change effective as of the date on which the applicable rating
agency announces any change in its Ratings. In the event either S&P or Moody’s shall withdraw or
suspend its Ratings, the remaining Rating announced by either S&P or Moody’s, as the case may be,
shall apply. In the event neither agency shall provide a Rating, the Facility Fees shall be based
on the lowest rating provided above. If the Ratings by S&P and Moody’s are split so that two
consecutive Levels (as defined in the table above) apply, the higher of those Ratings shall
determine the applicable percentage to calculate the Facility Fee. If the Ratings by S&P and
Moody’s are split so that the applicable Levels in the table above are separated by only one
intermediate Level, then such intermediate Level shall determine the applicable percentage to
calculate the Facility Fee. If the Ratings by S&P and Moody’s are split so that the applicable
Levels in the table above are separated by two intermediate Levels, then the intermediate Level
representing one Level higher than the lowest Rating shall determine the applicable percentage to
calculate the Facility Fee. The Facility Fees shall be calculated by the Administrative Agent,
which calculation absent manifest error shall be final and binding on all parties.



     (b) Weyerhaeuser agrees to pay the Administrative Agent, for its own account, the
administration fees (the “Administrative Agent Fees”) at the times and in the amounts
agreed upon in the letter agreement dated as of November 8, 2006, among Weyerhaeuser, WRECO, J.P.
Morgan Securities Inc. and the Administrative Agent.



     (c) Weyerhaeuser agrees to pay (i) to the Administrative Agent for pro rata distribution to
each Lender (an “L/C Participation Fee”), for the period from the Closing Date until the
later of the Termination Date and the date on which there ceases to be any L/C Exposure outstanding
(or such earlier date as all Letters of Credit shall be canceled or expire and the Total Commitment
shall be terminated), on that portion of the average daily L/C Exposure attributable to Letters of
Credit issued for the account of Weyerhaeuser (excluding the portion









 



21



thereof attributable to unreimbursed L/C Disbursements), at the rate per annum equal to the
Applicable Margin for Eurodollar Loans from time to time in effect for the Borrower and (ii) to
each Fronting Bank for its own account a fronting fee (a “Fronting Fee”), which shall
accrue at such rate as is mutually agreed between the applicable Fronting Bank and Weyerhaeuser on
the average daily amount of the L/C Exposure attributable to Letters of Credit issued by such
Fronting Bank for the account of Weyerhaeuser (excluding any portion thereof attributable to
unreimbursed L/C Disbursements) during the period from and including the Closing Date to but
excluding the later of the date of termination of the Commitments and the date on which there
ceases to be any L/C Exposure attributable to Letters of Credit issued by such Fronting Bank for
the account of Weyerhaeuser, as well as such Fronting Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. L/C Participation Fees and Fronting Fees accrued under this paragraph are payable
quarterly in arrears on the last day of each calendar quarter and on the date on which the Total
Commitment shall be terminated as provided herein. All L/C Participation Fees and Fronting Fees
payable under this paragraph shall be computed on the basis of the number of days actually elapsed
over a year of 365 or 366 days.



     (d) All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for prompt distribution, if and as appropriate, among the Lenders. Once paid,
none of the Fees shall be refundable under any circumstances.



     Section 2.05   Repayment of Loans; Evidence of Debt. (a) The outstanding principal
balance of (i) each Revolving Loan shall be payable on the Termination Date, (ii) each Swing Line
Loan shall be payable on the earlier of the maturity date specified in the applicable Swing Line
Borrowing Request (which maturity shall not be later than the seventh day after the requested date
of such Borrowing) and the Termination Date, and (iii) each Competitive Loan shall be payable on
the last day of the Interest Period applicable to such Competitive Loan and on the Termination
Date. Each Loan shall bear interest from the date thereof on the outstanding principal balance
thereof as set forth in Section 2.06.



     (b) Each Lender shall, and is hereby authorized by the Borrowers to, maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.



     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.



     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of each Borrower to repay its Loans in accordance with the terms of this Agreement.









 



22


     (e) Any Lender may request that Revolving Loans made by it be evidenced by a promissory note,
substantially in the form of Exhibit F attached hereto. In such event, the applicable Borrower
shall promptly, and in no event more than ten (10) Business Days after a request therefor, prepare,
execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).



     Section 2.06   Interest on Loans. (a) Subject to the provisions of Section 2.07, the
Loans comprising (i) each Eurodollar Revolving Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the
Eurodollar Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin,
determined pursuant to paragraph (d) below, and (ii) Eurodollar Competitive Loan, at the Eurodollar
Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Borrowing.



     (b) Subject to the provisions of Section 2.07 the Loans comprising each Base Rate Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be) at a rate per annum equal to the Base Rate plus the Applicable
Margin.



     (c) Interest on each Eurodollar Loan shall, except as otherwise provided in this Agreement, be
payable on the last day of the Interest Period applicable thereto and, in case of a Eurodollar Loan
with an Interest Period of more than three months’ duration, each day that would have been an
interest payment date for such Loan had successive Interest Periods of three months’ duration been
applicable to such Loan, and on the Termination Date or any earlier date on which this Agreement
is, pursuant to its terms and conditions, terminated. Interest on each Base Rate Loan shall be
payable quarterly in arrears on the last Business Day of each March, June, September and December,
except as otherwise provided in this Agreement and on the Termination Date or any earlier date on
which this Agreement is, pursuant to its terms and conditions, terminated. The applicable
Eurodollar Rate or Base Rate for each Interest Period or day within an Interest Period, as the case
may be, shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error. Interest on each Fixed Rate Loan shall be payable on the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than three months’ duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period, and any other dates that are specified in the applicable Competitive Bid Request
as interest payment dates with respect to such Borrowing, and on the Termination Date or any
earlier date on which this Agreement is, pursuant to its terms and conditions, terminated.



     (d) As used herein, “Applicable Margin” shall mean the sum of (i) the applicable
percentage per annum specified in the table below, to be determined based upon the Ratings received
by Weyerhaeuser from S&P and Moody’s, and (ii) the Utilization Fee. The









 



23



applicable percentage referred to in clause (i) of the immediately preceding sentence shall be
determined based upon the Ratings, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level 1	 	Level 2	 	Level 3	 	Level 4	 	Level 5
	S&P:
	 	A- or better	 	BBB+	 	BBB	 	BBB-	 	Below BBB-
	Moody’s:
	 	A3 or better	 	Baa1	 	Baa2	 	Baa3	 	Below Baa3
	Eurodollar Loan:
	 	 	0. 18	%	 	 	0.27	%	 	 	0.35	%	 	 	0.425	%	 	 	0.60	%
	Base Rate Loan:
	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%	 	 	0.0000	%	 	 	0.000	%






     The Applicable Margin shall change effective as of the date on which the applicable
rating agency announces any change in its Ratings. In the event either S&P or Moody’s shall
withdraw or suspend its Ratings, the remaining Rating announced by either S&P or Moody’s, as the
case may be, shall apply. In the event neither agency shall provide a Rating, the Applicable
Margin shall be based on the lowest rating provided above. If the Ratings by S&P and Moody’s are
split so that two consecutive Levels (as defined in the table above) apply, the higher of those
Ratings shall determine the Applicable Margin. If the Ratings by S&P and Moody’s are split so that
the applicable Levels in the table above are separated by only one intermediate Level, then such
intermediate Level shall determine the Applicable Margin. If the Ratings by S&P and Moody’s are
split so that the applicable Levels in the table above are separated by two intermediate Levels,
then the intermediate Level representing one Level higher than the lowest Rating shall determine
the Applicable Margin. The Applicable Margin shall be calculated by the Administrative Agent,
which calculation absent manifest error shall be final and binding on all parties.



     (e) As used herein, “Utilization Fee” shall mean (i) with respect to any date on which
the sum of (A) the Aggregate Credit Exposure plus (B) the aggregate principal amount of outstanding
Competitive Loans is equal to or exceeds 50% of the Total Commitment, the applicable percentage
specified in the table below (the “Applicable Utilization Fee Percentage”), to be
determined based upon the Ratings received by Weyerhaeuser from S&P and Moody’s, and (ii) at all
other times, 0.000%. The applicable percentage referred to in clause (i) of the immediately
preceding sentence shall be determined based upon the Ratings, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level 1	 	Level 2	 	Level 3	 	Level 4	 	Level 5
	S&P:
	 	A- or better	 	BBB+	 	BBB	 	BBB-	 	Below BBB-
	Moody’s:
	 	A3 or better	 	Baa1	 	Baa2	 	Baa3	 	Below Baa3
	Applicable
Utilization Fee
Percentage:
	 	 	0.05	%	 	 	0.05	%	 	 	0.05	%	 	 	0.05	%	 	 	0.05	%






     The Applicable Utilization Fee Percentage shall change effective as of the date on which
the applicable rating agency announces any change in its Ratings. In the event either S&P or
Moody’s shall withdraw or suspend its Ratings, the remaining Rating announced by either S&P or
Moody’s, as the case may be, shall apply. In the event neither agency shall provide a Rating, the
Applicable Utilization Fee Percentage shall be based on the lowest rating provided









 



24

above. If the Ratings by S&P and Moody’s are split so that two consecutive Levels (as defined
in the table above) apply, the higher of those Ratings shall determine the Applicable Utilization
Fee Percentage. If the Ratings by S&P and Moody’s are split so that the applicable Levels in the
table above are separated by only one intermediate Level, then such intermediate Level shall
determine the Applicable Utilization Fee Percentage. If the Ratings by S&P and Moody’s are split
so that the applicable Levels in the table above are separated by two intermediate Levels, then the
intermediate Level representing one Level higher than the lowest Rating shall determine the
Applicable Utilization Fee Percentage. The Applicable Utilization Fee Percentage shall be
calculated by the Administrative Agent, which calculation absent manifest error shall be final and
binding on all parties.




     (f) Subject to the provisions of Section 2.07, the Loans comprising each Fixed Rate Borrowing
will bear interest at the Fixed Rate applicable to such Loans.



     Section 2.07   Default Interest. If a Borrower shall default in the payment of the
principal of or interest on any of its Loans or any other amount becoming due hereunder (other than
any L/C Disbursement that has been made by a Fronting Bank and not yet due pursuant to the terms of
Section 2.20(e)), whether by scheduled maturity, notice of prepayment, acceleration or otherwise,
such Borrower shall on demand from time to time by the Administrative Agent pay interest, to the
extent permitted by law, on such defaulted amount up to (but not including) the date of actual
payment (after as well as before judgment) at a rate per annum equal to the rate of interest
applicable thereto at maturity or due date plus 2%.



     Section 2.08   Alternate Rate of Interest. In the event, and on each occasion, that
on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar
Borrowing the Administrative Agent (or, in the case of a Eurodollar Competitive Loan, the Lender
that is required to make such Loan) shall have determined in good faith that dollar deposits in the
principal amounts of the Eurodollar Loans comprising such Borrowing are not generally available in
the London interbank market, or that the rates at which such dollar deposits are being offered will
not adequately and fairly reflect the cost to the Required Lenders (or, in the case of a Eurodollar
Competitive Loan, the Lender that is required to make such Loan) of making or maintaining their
Eurodollar Loans during such Interest Period, or that reasonable means do not exist for
ascertaining the Eurodollar Rate, the Administrative Agent (or, in the case of a Eurodollar
Competitive Loan, the Lender that is required to make such Loan) shall, as soon as practicable
thereafter, give written notice of such determination to the Borrowers and the Lenders. In the
event of any such determination, until the Administrative Agent shall have advised the Borrowers
and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any request
by the Borrowers for a Eurodollar Revolving Borrowing pursuant to Section 2.02 shall be deemed to
be a request for a Base Rate Borrowing, (ii) any request by the Borrowers for a conversion to, or a
continuation of, a Eurodollar Revolving Borrowing pursuant to Section 2.03 shall be deemed to be a
request for, respectively, a continuation as, or a conversion to, a Base Rate Borrowing, and (iii)
any request for a Eurodollar Competitive Borrowing shall be ineffective; provided, that if
the circumstances giving rise to such notice do not affect all Lenders, then requests for
Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby. Each
determination by the Administrative Agent hereunder shall be conclusive absent manifest error.









 



25


     Section 2.09   Termination and Reduction of Commitments. (a) The unused Commitments
of each Lender shall be automatically terminated on the Termination Date.



     (b) Subject to Section 2.10(b), upon at least three Business Days’ prior irrevocable written
notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate,
or from time to time in part permanently reduce, the Total Commitment; provided,
however, that (i) each partial reduction shall be in an integral multiple of $1,000,000 and
in a minimum principal amount of $25,000,000 and (ii) no such termination or reduction shall be
made which would reduce the Total Commitment to an amount less than the sum of the aggregate
outstanding principal amount of Loans and the aggregate L/C Exposure.



     (c) Subject to Section 2.18, each reduction in the Total Commitment hereunder shall be made
ratably among the Lenders in accordance with their respective Commitments. The Borrowers jointly
and severally agree to pay to the Administrative Agent for the account of the Lenders, on the date
of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated
or reduced accrued through the date of such termination or reduction.



     Section 2.10   Prepayment. (a) Voluntary Prepayments. Except as provided in
the next sentence below, each of the Borrowers shall have the right at any time and from time to
time to prepay any of its respective Revolving Borrowings, in whole or in part, upon giving written
notice (or telephone notice promptly confirmed by written notice) to the Administrative Agent: (i)
before 12:00 noon, New York City time, three Business Days prior to prepayment, in the case of
Eurodollar Loans and (ii) before 12:00 noon, New York City time, one Business Day prior to
prepayment, in the case of Base Rate Loans; provided, however, that each partial
prepayment shall be in an amount which is an integral multiple of $1,000,000 and not less than
$25,000,000. The Borrowers shall not have the right to prepay any Competitive Loan without the
prior consent of the Lender thereof.



     (b) Mandatory Prepayments. On the date of any termination or reduction of the
Commitments pursuant to Section 2.09, the Borrowers shall pay or prepay so much of their respective
Borrowings as shall be necessary in order that the aggregate principal amount of Loans outstanding
and the aggregate L/C Exposure does not exceed the Total Commitment, after giving effect to such
termination or reduction.



     (c) Each notice of prepayment under paragraph (a) above shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and
shall commit the applicable Borrower to prepay such Borrowing (or portion thereof) by the amount
stated therein on the date stated therein. All prepayments under this Section 2.10 shall be
subject to Section 2.13 but otherwise without premium or penalty. All prepayments under this
Section 2.10 shall be accompanied by accrued interest on the principal amount being prepaid to the
date of payment.



     Section 2.11   Reserve Requirements; Change in Circumstances. (a) It is understood
that the cost to each Lender (including the Administrative Agent, any Swing Line Bank and any
Fronting Bank) of making or maintaining any of the Eurodollar Loans or Letters of Credit may
fluctuate as a result of the applicability of reserve requirements imposed by the









 



26



Board at the ratios provided for in Regulation D. Each Borrower agrees to pay to each of such
Lenders from time to time, as provided in paragraph (d) below, such amounts as shall be necessary
to compensate such Lender for the portion of the cost of making or maintaining Eurodollar Loans to
such Borrower (or issuing Letters of Credit for the account of Weyerhaeuser) resulting from any
such reserve requirements provided for in Regulation D as in effect on the date thereof, it being
understood that the rates of interest applicable to Eurodollar Loans have been determined on the
assumption that no such reserve requirements exist or will exist and that such rates do not reflect
costs imposed on the Lenders in connection with such reserve requirements. It is agreed that for
purposes of this paragraph (a) the Eurodollar Loans made hereunder shall be deemed to constitute
Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements
of Regulation D without the benefit of or credit for proration, exemptions or offsets which might
otherwise be available to the Lenders from time to time under Regulation D.



     (b) Notwithstanding any other provision herein, if after the date of this Agreement any change
in applicable law or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof (whether or not
having the force of law) shall change the basis of taxation of any payments to any Lender
(including the Administrative Agent, any Swing Line Bank and any Fronting Bank) of the principal of
or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender, of any payments related
to the Letters of Credit or any Fees or other amounts payable hereunder (other than changes in
respect of taxes imposed on the overall net income of such Lender by the jurisdiction in which such
Lender has its principal office or by any political subdivision or taxing authority therein), or
shall impose, modify or deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of or credit extended by such Lender, or shall impose
on such Lender or the London interbank market any other condition affecting this Agreement, any
Eurodollar Loan or Fixed Rate Loan made by such Lender or any Letter of Credit issued by any
Fronting Bank hereunder, and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan (or issuing any Letter
of Credit) or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender
to be material, then the applicable Borrower will pay to such Lender upon demand such additional
amount or amounts as will compensate such Lender for such additional costs actually incurred or
reduction actually suffered.



     (c) If after the date hereof any Lender (including the Administrative Agent, the Swing Line
Banks and any Fronting Bank) shall have determined that the general applicability of any law, rule,
regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of
Capital Measurement and Capital Standards,” or the adoption after the date hereof of any other
generally applicable law, rule, regulation or guideline regarding capital adequacy, or any change
in any of the foregoing or in the interpretation or administration of any of the foregoing by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of such Lender) or any
Lender’s holding company with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the









 



27



rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement, the Loans made by such Lender pursuant hereto (or the
Letters of Credit issued hereunder) to a level below that which such Lender or such Lender’s
holding company could have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s policies and the policies of such Lender’s holding company with respect
to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the
applicable Borrower shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered.



     (d) A certificate of a Lender (including the Administrative Agent, the Swing Line Banks and
any Fronting Bank) setting forth a reasonably detailed explanation of such amount or amounts as
shall be necessary to compensate such Lender (or participating banks or other entities pursuant to
Section 9.04) as specified in paragraph (a), (b) or (c) above, as the case may be, shall be
delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay
each Lender the amount shown as due on any such certificate delivered by it within 10 days after
the receipt of the same.



     (e) Failure on the part of any Lender to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital with respect to any
period shall not constitute a waiver of such Lender’s right to demand compensation with respect to
such period or any other period; provided that the Borrowers shall not be required to
compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender notifies the Borrowers of such increased
costs or reductions in accordance with paragraph (d) above and of such Lender’s intention to claim
compensation thereof; provided further that, if the circumstances giving rise to
such increased costs or reductions is retroactive, then the 180-day period referred to above shall
be extended to include the period of retroactive effect thereof.



     (f) Notwithstanding any other provision of this Section 2.11, no Lender shall demand
compensation for any increased costs or reduction referred to above if it shall not be the general
policy or practice of such Lender to demand such compensation in similar circumstances under
comparable provisions of other credit agreements, if any (it being understood that this sentence
shall not in any way limit the discretion of any Lender to waive the right to demand such
compensation in any given case).



     Section 2.12   Change in Legality. (a) Notwithstanding any other provision herein
contained, if any change in any law or regulation or in the interpretation thereof by any
governmental authority charged with the administration or interpretation thereof shall make it
unlawful for any Lender (including the Administrative Agent, any Swing Line Bank and any Fronting
Bank) to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated
hereby with respect to any Eurodollar Loan, then, by written notice to the Borrowers and to the
Administrative Agent, such Lender may:




     (i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder
and any request by either Borrower for a Eurodollar Revolving Borrowing or a conversion to
or continuation of a Eurodollar Revolving Borrowing shall, as to such









 



28



Lender only, be deemed a request for a Base Rate Loan unless such declaration shall be
subsequently withdrawn; and




     (ii) require that all outstanding Eurodollar Revolving Loans made by it be converted
into Base Rate Loans, in which event all such Eurodollar Revolving Loans shall be
automatically converted into Base Rate Loans as of the effective date of such notice as
provided in paragraph (b) below.


In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and
prepayments of principal which would otherwise have been applied to repay the Eurodollar Revolving
Loans that would have been made by such Lender or the converted Eurodollar Revolving Loans of such
Lender shall instead be applied to repay the Base Rate Loans made by such Lender in lieu of, or
resulting from the conversion of, such Eurodollar Revolving Loans.




     (b) For purposes of this Section 2.12, a notice to a Borrower by any Lender shall be effective
as to each Eurodollar Revolving Loan, if lawful, on the last day of the Interest Period currently
applicable to such Eurodollar Revolving Loan; in all other cases such notice shall be effective on
the date of receipt by such Borrower.



     Section 2.13   Indemnity. Each Borrower shall indemnify each Lender against any loss
or expense which such Lender sustains or incurs as a consequence of (a) any failure by such
Borrower to fulfill on the date of any borrowing or any issuance of Letters of Credit hereunder the
applicable conditions set forth in Article IV, (b) any failure by such Borrower to borrow or
continue any Loan hereunder or to proceed with the issuance of a Letter of Credit hereunder after
irrevocable notice of such borrowing, continuation or issuance has been given pursuant to Section
2.02, 2.03, 2.19, 2.20 or 2.21, as applicable, (c) any payment, prepayment or conversion of a
Eurodollar Loan required by any other provision of this Agreement or otherwise made or deemed made
to or by such Borrower on a date other than the last day of the Interest Period applicable thereto;
provided that such Borrower shall not be required to indemnify a Lender pursuant to this
clause (c) for any loss or expense to the extent any such loss or expense shall have been incurred
pursuant to (i) Section 2.11, 2.12 or 2.17 or (ii) Section 2.10(a) more than six months prior to
the date that the applicable Lender shall have notified such Borrower of its intention to claim
compensation therefor, (d) any default in payment or prepayment of the principal amount of any Loan
to such Borrower or any part thereof or interest accrued thereon, as and when due and payable (at
the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment
or otherwise), (e) the failure of such Borrower to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (f) the occurrence of any Event of Default including, in each
such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in
liquidating or employing deposits from third parties acquired to effect or maintain such Loan or
any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Lender, of (i) its cost of obtaining
the funds for the Loan being paid, prepaid, converted or not borrowed (based, in the case of a
Eurodollar Loan, on the Eurodollar Rate) for the period from the date of such payment, prepayment
or conversion or failure to borrow to the last day of the Interest Period for such Loan (or, in the
case of a failure to borrow, the Interest Period for such Loan which would have commenced on the
date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender)
that would be realized by such Lender in









 



29



reemploying the funds so paid, prepaid or converted or not borrowed for such period or
Interest Period, as the case may be. A certificate of any Lender setting forth a reasonably
detailed explanation of any amount or amounts which such Lender is entitled to receive pursuant to
this Section shall be delivered to such Borrower and shall be conclusive absent manifest error.



     Section 2.14   Pro Rata Treatment. Except in the case of any Competitive Borrowing or
as required under Sections 2.12 or 2.18, each Borrowing, each payment or prepayment of principal of
any Borrowing, each payment of interest on the Loans, each payment of the Facility Fees, each
reduction of the Commitments and each conversion of any Borrowing to a Borrowing of any Type, shall
be allocated pro rata among the Lenders in accordance with their respective Commitments (or, if
such Commitments shall have expired or been terminated, in accordance with the respective principal
amounts of their outstanding Revolving Loans). Each payment of interest of any Competitive
Borrowing shall be allocated pro rata among the Lenders participating in such Borrowing in
accordance with the respective amounts of accrued and unpaid interest on their outstanding
Competitive Loans comprising such Borrowing. For the purpose of determining the available
Commitments of the Lenders at any time, each outstanding Competitive Borrowing shall be deemed to
have utilized the Commitments of the Lenders (including those Lenders that have not made Loans as
part of such Competitive Borrowing) pro rata in accordance with such respective Commitments. Each
Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to
the next higher or lower whole dollar amount.



     Section 2.15   Sharing of Setoffs. Each Lender agrees that if it shall, through the
exercise of a right of banker’s lien, setoff or counterclaim against a Borrower, or pursuant to a
secured claim under Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment
(voluntary or involuntary) in respect of any Loans (other than (i) Competitive Loans or (ii)
pursuant to Sections 2.09, 2.11 and 2.12) as a result of which the unpaid principal portion of its
Loans (other than Competitive Loans) shall be proportionately less than the unpaid principal
portion of the Loans (other than Competitive Loans) of any other Lender, it shall be deemed
simultaneously to have purchased from such other Lender at face value, and shall promptly pay to
such other Lender the purchase price for, a participation in the Loans (other than Competitive
Loans) of such other Lender, so that the aggregate unpaid principal amount of the Loans (other than
Competitive Loans) and participations in the Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Loans (other than Competitive Loans)
then outstanding as the principal amount of its Loans (other than Competitive Loans) prior to such
exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all
Loans (other than Competitive Loans) outstanding prior to such exercise of banker’s lien, setoff or
counterclaim or other event; provided, however, that, if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise
thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded
to the extent of such recovery and the purchase price or prices or adjustment restored without
interest. Each Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in a Loan (other than a Competitive Loan) deemed to have been so
purchased may exercise any and all rights of









 



30



banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such
Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan (other than a
Competitive Loan) directly to such Borrower in the amount of such participation.



     Section 2.16   Payments. (a) The Borrowers shall make each payment (including
principal of or interest on any Borrowing or any Fees or other amounts payable with respect to the
Letters of Credit or otherwise) hereunder and under any other Loan Document without setoff,
counterclaim or deduction of any kind not later than 12:00 (noon), New York City time, on the date
when due in dollars to the Administrative Agent at its offices at 270 Park Avenue, New York, New
York, in immediately available funds.



     (b) Whenever any payment (including principal of or interest on any Borrowing or any Fees or
other amounts payable with respect to the Letters of Credit or otherwise) hereunder or under any
other Loan Document shall become due, or otherwise would occur, on a day that is not a Business
Day, such payment may be made on the next succeeding Business Day, and such extension of time shall
in such case be included in the computation of interest or Fees, if applicable.



     Section 2.17   Taxes. (a) Any and all payments by a Borrower hereunder shall be
made, in accordance with Section 2.16, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding any income, franchise, branch profits or similar tax imposed on or
measured by the net income or net profits of the Administrative Agent, the Swing Line Banks, any
Fronting Bank or any Lender (or any transferee or assignee that acquires a Loan (any such entity a
“Transferee”)) by the United States or any jurisdiction under the laws of which it is
organized or doing business or any political subdivision thereof (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as
“Taxes”). If either Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to the Lenders (or any Transferee), the Swing Line Banks, any
Fronting Bank or the Administrative Agent, (i) the sum payable shall be increased by the amount
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.17) such Lender (or Transferee), the Swing Line Banks,
any Fronting Bank or the Administrative Agent (as the case may be) shall receive an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxing
authority or other Governmental Authority in accordance with applicable law.



     (b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies which arise from any payment made
by such Borrower hereunder or under any other Loan Document or from the execution, delivery or
registration of or performance under this Agreement or any other Loan Document, or otherwise with
respect to such Borrower’s role in this Agreement or any other Loan Document (hereinafter referred
to as “Other Taxes”).



     (c) Each Borrower will indemnify each Lender (or Transferee), each Swing Line Bank, each
Fronting Bank and the Administrative Agent for the full amount of Taxes and





 









 



31


Other Taxes (including
any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable by such Borrower under this Section 2.17) paid by such Lender (or Transferee), such
Swing Line Bank, such Fronting Bank or the Administrative Agent, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by the relevant taxing
authority or other Governmental Authority. Each Borrower shall also indemnify each Lender (or any
Transferee), each Fronting Bank and the Administrative Agent for the full amount of taxes imposed
on or measured by the net income or receipts of such Lender (or any Transferee), such Swing Line
Bank, such Fronting Bank or the Administrative Agent, as the case may be, as such Lender (or
Transferee), such Fronting Bank or the Administrative Agent shall determine are payable in respect
of amounts paid by such Borrower to or on behalf of such Lender (or any Transferee), such Swing
Line Bank, such Fronting Bank or the Administrative Agent, as the case may be, pursuant to this
Section 2.17. Such indemnification shall be made within 30 days after the date any Lender (or
Transferee), the Swing Line Banks, any Fronting Bank or the Administrative Agent, as the case may
be, makes written demand therefor. If any Lender (or Transferee), any Fronting Bank or the
Administrative Agent becomes entitled to a refund of Taxes or Other Taxes for which such Lender (or
Transferee), such Swing Line Bank, such Fronting Bank or the Administrative Agent has received
payment from a Borrower hereunder, such Lender (or Transferee), such Swing Line Bank, such Fronting
Bank or Administrative Agent, as the case may be, shall, at the expense of such Borrower, use its
reasonable efforts (consistent with internal policy, and legal and regulatory restrictions) to
obtain such refund. If a Lender (or Transferee), the Swing Line Banks, a Fronting Bank or the
Administrative Agent receives a refund or is entitled to claim a tax credit in respect of any Taxes
or Other Taxes for which such Lender (or Transferee), such Swing Line Bank, such Fronting Bank or
the Administrative Agent has received payment from a Borrower hereunder it shall promptly notify
such Borrower of such refund or credit and shall, within 30 days after receipt of a request by such
Borrower (or promptly upon receipt, if such Borrower has requested application for such refund or
credit pursuant hereto), repay such refund or amount of credit to such Borrower, net of all
out-of-pocket expenses of such Lender (or Transferee), such Swing Line Bank, such Fronting Bank or
the Administrative Agent, as applicable, and without interest; provided that each Borrower,
upon the request of such Lender (or Transferee), such Swing Line Bank, such Fronting Bank or the
Administrative Agent, agrees to return such refund or amount of credit (plus penalties, interest or
other charges) to such Lender (or Transferee), such Swing Line Bank, such Fronting Bank or the
Administrative Agent in the event such Lender (or Transferee), such Swing Line Bank, such Fronting
Bank or the Administrative Agent is required to repay such refund or such credit is denied or
subsequently determined to be unavailable.




          (d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld by either
Borrower in respect of any payment to any Lender (or Transferee), the Swing Line Banks, any
Fronting Bank or the Administrative Agent, such Borrower will furnish to the Administrative Agent,
at its address referred to in Section 9.01, the original or a certified copy of a receipt
evidencing payment thereof to the proper Governmental Authority.




          (e) Without prejudice to the survival of any other agreement contained herein, the agreements
and obligations contained in this Section 2.17 shall survive the payment in full of the principal
of and interest on all Loans made hereunder.










 



32




          (f) Each Lender (or Transferee), each Swing Line Bank or each Fronting Bank, which is
organized under the laws of a jurisdiction outside the United States shall, on or prior to the date
of its execution and delivery of this Agreement or, in the case of a Transferee, on the date on
which it becomes a Lender and in the case of any Lender, any Swing Line Bank or any Fronting Bank,
on or prior to the date such Lender, such Swing Line Bank or such Fronting Bank changes its funding
office, and from time to time thereafter as requested in writing by either Borrower (but only so
long thereafter as such Lender, such Swing Line Bank or such Fronting Bank remains lawfully able to
do so), shall deliver to the Borrowers and the Administrative Agent such certificates, documents or
other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including
Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of
exemption required by Treasury Regulation Section 1.1441-4(a) or 1.1441-6(c) or any subsequent
version thereof, properly completed and duly executed by such Lender (or Transferee), such Swing
Line Bank or such Fronting Bank establishing that any payment under the Loan Documents is (i) not
subject to withholding under the Code because such payment is effectively connected with the
conduct by such Lender (or Transferee) or such Fronting Bank of a trade or business in the United
States, or (ii) fully or partially exempt from United States tax under a provision of an applicable
tax treaty, or (iii) not subject to withholding under the portfolio interest exception under
Section 881(c) of the Code (and, if such Lender (or Transferee), such Swing Line Bank or such
Fronting Bank delivers a Form W-8BEN claiming the benefits of exemption from United States
withholding tax under Section 881(c), a certificate representing that such Lender (or Transferee),
such Swing Line Bank or such Fronting Bank is not a “bank” for purposes of Section 881(c) of the
Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of
either Borrower and is not a controlled foreign corporation related to either Borrower (within the
meaning of Section 864(d)(4) of the Code). Unless the Borrowers and the Administrative Agent have
received forms or other documents reasonably satisfactory to them indicating that payments
hereunder are not subject to United States withholding tax or are subject to such tax at a rate
reduced by an applicable tax treaty, each applicable Borrower or the Administrative Agent shall
withhold taxes from such payments at the applicable statutory rate in the case of payments to or
for any Lender (or Transferee), any Swing Line Bank or any Fronting Bank organized under the laws
of a jurisdiction outside the United States. If a Lender (or Transferee), a Swing Line Bank or a
Fronting Bank is unable to deliver one of these forms or if the forms provided by a Lender (or
Transferee) or a Fronting Bank, at the time such Lender (or Transferee), such Swing Line Bank or
such Fronting Bank, first becomes a party to this Agreement or at the time a Lender (or
Transferee), a Swing Line Bank or a Fronting Bank, changes its funding office (other than at the
request of a Borrower) indicate a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender
(or Transferee), such Swing Line Bank or such Fronting Bank, provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such appropriate forms; provided,
however, that if at the effective date of a transfer pursuant to which a Lender (or
Transferee), a Swing Line Bank or a Fronting Bank becomes a party to this Agreement, the Lender (or
Transferee), the Swing Line Banks or the Fronting Banks assignor was entitled to payments under
Section 2.17(a) in respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in










 



33



Taxes) United States withholding tax, if any, applicable with respect to the Lender (or
Transferee), the Swing Line Banks or the Fronting Banks, assignee on such date.




          (g) The Borrowers shall not be required to pay any additional amounts to any Lender (or
Transferee), the Swing Line Banks or any Fronting Bank in respect of United States withholding tax
pursuant to paragraph (a) above for any period in respect of which the obligation to pay such
additional amounts would not have arisen but for a failure by such Lender (or Transferee), such
Swing Line Bank or such Fronting Bank, to comply with the provisions of paragraph (f) above unless
such failure results from (i) a change in applicable law, regulation or official interpretation
thereof or (ii) an amendment, modification or revocation of any applicable tax treaty or a change
in official position regarding the application or interpretation thereof, in each case after the
Closing Date (and, in the case of a Transferee, after the date of assignment or transfer).




          (h) Any Lender (or Transferee), any Swing Line Bank or any Fronting Bank claiming any
additional amounts payable pursuant to this Section 2.17 shall use reasonable efforts (consistent
with internal policy, and legal and regulatory restrictions) to file any certificate or document
requested by the Borrowers or to change the jurisdiction of its applicable lending office if the
making of such a filing or change would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue and would not, in the reasonable determination of
such Lender (or Transferee), such Swing Line Bank or such Fronting Bank be materially
disadvantageous to such Lender (or Transferee), such Swing Line Bank or such Fronting Bank or
require the disclosure of information that such Lender (or Transferee), such Swing Line Bank or
such Fronting Bank reasonably considers to be confidential.




          Section 2.18 Mitigation Obligations; Replacement of Lenders. (a) If any Lender (including the
Administrative Agent, any Swing Line Bank or any Fronting Bank) requests compensation under Section
2.11, or if it becomes unlawful for any Lender (including the Administrative Agent, any Swing Line
Bank or any Fronting Bank) to make or maintain Eurodollar Loans under Section 2.12, or if a
Borrower is required to pay any additional amount to any Lender, the Administrative Agent, any
Swing Line Bank, any Fronting Bank or any Governmental Authority for the account of any Lender, the
Administrative Agent or any Fronting Bank pursuant to Section 2.17, then such Lender, the
Administrative Agent, such Swing Line Bank or such Fronting Bank shall, at the request of such
Borrower, use reasonable efforts to designate a different lending office for funding or booking its
Loans or for the issuance of Letters of Credit hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
the Administrative Agent, such Swing Line Bank or such Fronting Bank, as the case may be, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or
2.17 or no longer make it unlawful for such Lender, the Administrative Agent, such Swing Line Bank
or such Fronting Bank, to make or maintain Eurodollar Loans under Section 2.12, as the case may be,
in the future and (ii) would not subject such Lender, the Administrative Agent, such Swing Line
Bank or such Fronting Bank, as the case may be, to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender, the Administrative Agent, such Swing Line Bank or such
Fronting Bank, as the case may be. The Borrowers hereby agree, jointly and severally, to pay all










 



34



reasonable costs and expenses incurred by any Lender, the Administrative Agent, the Swing Line
Banks or any Fronting Bank in connection with any such designation or assignment.




          (b) If any Lender or any Fronting Bank requests compensation under Section 2.11, or if it
becomes unlawful for any Lender, any Swing Line Bank or any Fronting Bank to make or maintain
Eurodollar Loans under Section 2.12, or if a Borrower is required to pay any additional amount to
any Lender, any Swing Line Bank any Fronting Bank or any Governmental Authority for the account of
any Lender, any Swing Line Bank or any Fronting Bank pursuant to Section 2.17, or if any Lender,
any Swing Line Bank or any Fronting Bank defaults in its obligation to fund Loans or issue Letters
of Credit hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such
Lender, such Swing Line Bank or such Fronting Bank and the Administrative Agent, (i) require such
Lender, such Swing Line Bank or such Fronting Bank to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under this Agreement (other than any outstanding Competitive Loans held by
it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (x) the Borrowers shall have received the
prior written consent of the Administrative Agent, which consent shall not unreasonably be
withheld, (y) such assigning Lender, Swing Line Bank or Fronting Bank shall have received payment
of an amount equal to the outstanding principal of its Loans (other than Competitive Loans),
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of all other amounts) and (z) in the case of any such assignment resulting
from a claim for compensation under Section 2.11 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or payments or (ii)
terminate the Commitment of such Lender upon notice given to such Lender within forty-five (45)
days of receipt of the notice given by the Lender; provided that such notice shall be
accompanied by prepayment in full of all Loans from such Lender, including accrued interest thereon
and any breakage costs, accrued fees and all other amounts payable to such Lender, without
extension, conversion or continuation. A Lender, a Swing Line Bank or a Fronting Bank shall not be
required to make any such assignment and delegation under clause (i) above or terminate its
Commitment under clause (ii) above if, prior thereto, as a result of a waiver by such Lender, such
Swing Line Bank or such Fronting Bank or otherwise, the circumstances entitling the Borrowers to
require such assignment and delegation or termination of Commitment cease to apply.




          Section 2.19 Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein,
from time to time during the period from and including the Closing Date to but excluding the
Termination Date, a Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided that the sum
of (i) the Aggregate Credit Exposure and (ii) the aggregate principal amount of outstanding
Competitive Loans at any time shall not exceed the Total Commitment. To request Competitive Bids, a
Borrower shall notify the Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 12:00 noon, New York City time, four Business Days before the
date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 12:00
noon, New York City time, one Business Day before the date of the proposed Borrowing. Each such
telephonic Competitive Bid










 



35



Request shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Competitive Bid Request in a form
approved by the Administrative Agent and signed by such Borrower. Each such telephonic and
written Competitive Bid Request shall specify the following information in compliance with Section
2.02:





     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;




     (iv) the Interest Period to be applicable to such Borrowing, which shall be a period
contemplated by the definition of the term “Interest Period”: and




     (v) the location and number of the Borrower’s account to which funds are to be
disbursed.


Promptly following receipt of a Competitive Bid Request in accordance with this Section 2.19, the
Administrative Agent shall notify the Lenders of the details thereof in writing (which may be by
telecopy) inviting the Lenders to submit Competitive Bids.




          (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids
to the applicable Borrower in response to a Competitive Bid Request. Each Competitive Bid by a
Lender must be substantially in a form to be provided by the Administrative Agent and must be
received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive
Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the proposed
date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:00
a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that
do not conform substantially to the form provided by the Administrative Agent may be rejected by
the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall
be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the applicable Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or
Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest
Period applicable to each such Loan and the last day thereof.




          (c) The Administrative Agent shall promptly notify the applicable Borrower in writing (which
may be by telecopy) of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.




          (d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any
Competitive Bid. The applicable Borrower shall notify the Administrative Agent by telephone,
confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it
has decided to accept or reject each Competitive Bid, in the case of a Eurodollar










 



36



Competitive Borrowing, not later than 12:00 noon, New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing,
not later than 12:00 noon, New York City time, on the proposed date of the Competitive Borrowing;
provided that (i) the failure of the applicable Borrower to give such notice shall be deemed to be
a rejection of each Competitive Bid, (ii) the applicable Borrower shall not accept a Competitive
Bid made at a particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a
lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
applicable Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing
specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with
clause (iii) above, the applicable Borrower may accept Competitive Bids at the same Competitive Bid
Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid
Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v)
except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan
unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a
minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation
of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a
manner determined by the applicable Borrower. A notice given by the applicable Borrower pursuant to
this paragraph shall be irrevocable.




          (e) The Administrative Agent shall promptly notify each bidding Lender in writing (which may
be by telecopy) whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will upon receipt of such notice
become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect
of which its Competitive Bid has been accepted.




          (f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a
Lender, it shall submit such Competitive Bid directly to the applicable Borrower at least one
quarter of an hour earlier than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section.




          (g) The applicable Borrower shall pay, for each Competitive Bid Request submitted pursuant to
Section 2.19(a), an auction fee to the Administrative Agent in an amount to be agreed by and
between the Borrower and the Administrative Agent. Such auction fee shall be due and owing
irrespective of whether any Lender submits a Competitive Bid pursuant to such Competitive Bid
Request.




          Section 2.20 Letters of Credit. (a) General. Weyerhaeuser may from time to time request
the issuance of Letters of Credit for its own account (for obligations of Weyerhaeuser or any of
its Subsidiaries), denominated in dollars, in form reasonably acceptable to the Administrative
Agent and the applicable Fronting Bank, at any time and from time to time until the earlier of (i)
the date that is five Business Days prior to the Termination Date and (ii) the termination of the
Commitments hereunder. The letters of credit identified on Schedule 2.20










 



37



(the “Existing
Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Closing Date for
all purposes of this Agreement and the other Loan Documents. This Section shall not be construed
to impose an obligation upon any Fronting Bank to issue any Letter of Credit that is inconsistent
with the terms and conditions of this Agreement.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order
to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of
Credit), Weyerhaeuser shall hand deliver or telecopy to the applicable Fronting Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension,
the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below),
the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of
each Letter of Credit Weyerhaeuser shall be deemed to represent and warrant that, after giving
effect to such issuance, amendment, renewal or extension, the sum of (i) the Aggregate Credit
Exposure and (ii) the aggregate principal amount of outstanding Competitive Loans shall not exceed
the Total Commitment. The Administrative Agent shall, from time to time at the request of any
Lender and in any case once during each fiscal quarter of Weyerhaeuser and based on the information
provided to it by the Fronting Banks, provide the Lenders with the amount of the L/C Exposure.
Each of the Fronting Banks hereby agrees to provide the Administrative Agent on demand with all the
information necessary in the computation thereof.




          (c) Expiration Date. Each Letter of Credit shall expire no later than the earlier of
(i) one year from the date of its issuance and (ii) the date that is five Business Days prior to
the Termination Date.




          (d) Participations. By the issuance of a Letter of Credit and without any further
action on the part of the applicable Fronting Bank or the Lenders, each Fronting Bank hereby grants
to each Lender, and each such Lender hereby acquires from such Fronting Bank, a participation in
each Letter of Credit issued by such Fronting Bank equal to such Lender’s Applicable Percentage
from time to time of the aggregate amount available to be drawn under such Letter of Credit,
effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the
foregoing and for so long as any Letters of Credit shall remain outstanding hereunder, each Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the applicable Fronting Bank, such Lender’s proportionate share of each L/C Disbursement made by
such Fronting Bank and not reimbursed by Weyerhaeuser forthwith on the date due as provided in
Section 2.20(e). Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and
irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default or the termination of the Commitments, and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.










 



38




          (e) Reimbursement. If a Fronting Bank shall make any L/C Disbursement in respect of a
Letter of Credit, Weyerhaeuser shall pay to the Administrative Agent an amount equal to such L/C
Disbursement not later than the Business Day after Weyerhaeuser shall have received notice from
such Fronting Bank that payment of such draft has been made. Upon receipt thereof, the
Administrative Agent shall promptly distribute such reimbursement payment to such Fronting Bank and
to the extent each Lender has funded its participation therein in accordance with paragraph (d), to
such Lenders.




          (f) Obligations Absolute. Weyerhaeuser’s obligations to reimburse L/C Disbursements
as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and all circumstances
whatsoever, and irrespective of:





     (i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein;




     (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document;




     (iii) the existence of any claim, setoff, defense or other right that Weyerhaeuser, any
other party guaranteeing, or otherwise obligated with, Weyerhaeuser or any subsidiary or
other affiliate thereof or any other person may at any time have against the beneficiary
under any Letter of Credit, any Fronting Bank, the Administrative Agent or any Lender or any
other person, whether in connection with this Agreement, any other Loan Document or any
other related or unrelated agreement or transaction;




     (iv) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




     (v) payment by any Fronting Bank under a Letter of Credit against presentation of a
draft or other document that does not comply with the terms of such Letter of Credit; and




     (vi) any other act or omission to act or delay of any kind of any Fronting Bank, the
Lenders, the Administrative Agent or any other person or any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of Weyerhaeuser’s
obligations hereunder;


provided, however, that the foregoing shall not be construed to excuse any Fronting
Bank from liability to Weyerhaeuser to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by Weyerhaeuser to the extent
permitted by applicable law) suffered by Weyerhaeuser that are caused by such Fronting Bank’s gross
negligence or willful misconduct in determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof.










 



39




          It is understood that any Fronting Bank may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information
to the contrary and, in making any payment under any Letter of Credit (i) the applicable Fronting
Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft presented under
such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such Letter of Credit
proves to be insufficient in any respect, if such document on its face appears to be in order, and
whether or not any other statement or any other document presented pursuant to such Letter of
Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in
any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents
presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to
constitute willful misconduct or gross negligence of such Fronting Bank.




          (g) Disbursement Procedures. Each Fronting Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The applicable Fronting Bank shall as promptly as possible give telephonic notification,
confirmed by telecopy, to the Administrative Agent and Weyerhaeuser of such demand for payment and
whether such Fronting Bank has made or will make an L/C Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve Weyerhaeuser of its
obligation to reimburse such Fronting Bank and the Lenders with respect to any such L/C
Disbursement. The Administrative Agent shall promptly give each Lender notice thereof.




          (h) Interim Interest. When (x) a Fronting Bank shall make any L/C Disbursement in
respect of a Letter of Credit or (y) any Lender shall have acquired a participation in a Letter of
Credit pursuant to Section 2.20(d), then, unless Weyerhaeuser shall reimburse such L/C Disbursement
or pay for such participation in full on the date thereof, the unpaid amount thereof shall bear
interest for the account of such Fronting Bank or such Lender, as applicable, for each day from and
including the date of such L/C Disbursement or the acquisition of such participation, as
applicable, to but excluding the earlier of, to the extent applicable, the date of payment by
Weyerhaeuser or the date on which interest shall commence to accrue on the Base Rate Loans
resulting from such L/C Disbursement as provided in Section 2.02(f), at the rate per annum that
would apply to such amount if such amount were a Base Rate Loan.




          (i) Cash Collateralization. If any Event of Default shall occur and be continuing,
Weyerhaeuser shall, on the Business Day it receives notice from the Administrative Agent or the
Required Lenders thereof and of the amount to be deposited, deposit in an account with the
Administrative Agent, for the benefit of the Fronting Banks and the Lenders, as applicable, an
amount in cash equal to the portion of the L/C Exposure attributable to Letters of Credit issued
for the account of Weyerhaeuser and outstanding as of such date; provided that, if any of
the events described in Sections 7.01(g) or 7.01(h) shall occur with respect to a Borrower,
Weyerhaeuser shall automatically deposit, without presentment, demand, protest or any other notice
of any kind, an amount in cash equal to the portion of the L/C Exposure attributable to Letters of
Credit issued for the account of Weyerhaeuser and outstanding as of such date in an










 



40



account with the Administrative Agent, for the benefit of the Fronting Banks and the Lenders,
as applicable.




          Each deposit of cash pursuant to this Section 2.20(i) shall be held by the Administrative
Agent as collateral for the payment and performance of the obligations under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Such deposits shall not bear interest. Moneys in such account
shall automatically be applied by the Administrative Agent to reimburse the applicable Fronting
Bank and Lenders participating pursuant to Section 2.20(d) for L/C Disbursements attributable to
Letters of Credit issued for the account of Weyerhaeuser for which such Fronting Bank and such
participating Lenders have not been reimbursed, and any remaining amounts will either (i) be held
for the satisfaction of the reimbursement obligations of Weyerhaeuser for the L/C Exposure at such
time or (ii) if the maturity of the Loans has been accelerated, be applied to satisfy the
obligations of the Borrowers under this Agreement. If Weyerhaeuser is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to Weyerhaeuser within three
Business Days after all Events of Default have been cured or waived.




          Section 2.21 Swing Line Loans. (a) A Borrower may request a Swing Line Bank to make, and such
Swing Line Bank shall make, on the terms and conditions hereinafter set forth, Swing Line Loans to
such Borrower from time to time on any Business Day during the period from the date hereof until
the Termination Date in an aggregate amount (for all outstanding Swing Line Loans) not to exceed at
any time outstanding $100,000,000; subject, however, to the conditions that (i) at
no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the
Swing Line Banks plus the L/C Exposure of all Lenders at such time exceed the Total Commitment,
(ii) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders
and the Swing Line Banks to WRECO at such time exceed $400,000,000 and (iii) at no time shall the
outstanding aggregate principal amount of Swing Line Loans made by a Swing Line Bank exceed
$50,000,000. No Swing Line Loan shall be used for the purpose of funding the payment of principal
of any other Swing Line Loan. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an
integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Loan.




          (b) In order to request a Swing Line Borrowing, a Borrower shall hand deliver or telecopy to
the relevant Swing Line Bank and the Administrative Agent a Swing Line Borrowing Request not later
than 3:00 p.m., New York City time, on the day of a proposed borrowing. Such notice shall be
irrevocable and shall in each case specify (i) the date of such Swing Line Borrowing (which shall
be a Business Day) and the amount thereof; and (ii) the maturity of such Swing Line Borrowing
(which maturity shall be no later than the seventh day after the requested date of such Swing Line
Borrowing). Such Swing Line Bank will make the amount thereof available to the Administrative
Agent on the proposed date thereof by wire transfer of immediately available funds to the
Administrative Agent in New York, New York, not later than 4:00 p.m., New York City time, and the
Administrative Agent shall by 5:00 p.m., New York City time, credit the amount so received to the
general deposit account of the applicable Borrower maintained with the Administrative Agent or, if
a Swing Line Borrowing










 



41



shall not occur on such date because any condition precedent herein specified shall not have
been met, return the amount so received to such Swing Line Bank.




          (c) Upon written demand by a Swing Line Bank, with a copy of such demand to the Administrative
Agent, each other Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall
sell and assign to each such other Lender, such other Lender’s Applicable Percentage of the Swing
Line Loans of such Swing Line Bank as of the date of such demand, by making available to the
Administrative Agent in New York, New York for the account of such Swing Line Bank by wire transfer
of immediately available funds, an amount equal to the portion of the outstanding principal amount
of such Swing Line Loan to be purchased by such Lender. The Borrowers hereby agree to each such
sale and assignment. Each Lender agrees to purchase its Applicable Percentage of outstanding Swing
Line Loans pursuant to the first sentence of this paragraph (c) on (i) the Business Day on which
demand therefor is made by the relevant Swing Line Bank, provided, that notice of such
demand is given to such Lender not later than 12:00 noon, New York City time, on such Business Day
or (ii) the first Business Day next succeeding such demand if notice of such demand is given after
such time. If and to the extent that any Lender shall have received such notice of demand and
shall not have so made the amount of the relevant Swing Line Loans available to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount
together with interest thereon, for each day from the date of demand by the relevant Swing Line
Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If
such Lender shall pay to the Administrative Agent such amount for the account of the relevant Swing
Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing
Line Loan made by such Lender on such Business Day for purposes of this Agreement, and the
outstanding principal amount of the Swing Line Loans made by such Swing Line Bank shall be reduced
by such amount on such Business Day.




ARTICLE III




REPRESENTATIONS AND WARRANTIES




          Each of the Borrowers represents and warrants to each of the Lenders, the Swing Line Banks and
each of the Fronting Banks that:




          Section 3.01 Organization; Powers. Such Borrower and each of its Restricted Subsidiaries (a) is an
entity duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, (b) has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do
business in every jurisdiction where such qualification is required, except where the failure so to
qualify would not result in a Material Adverse Effect, and (d) in the case of such Borrower, has
the corporate power and authority to execute, deliver and perform its obligations under each of the
Loan Documents and each other agreement or instrument contemplated thereby to which it is or will
be a party and to borrow hereunder.




          Section 3.02 Authorization. The execution, delivery and performance by such Borrower of each of
the Loan Documents and the borrowings and issuances of Letters of Credit hereunder, and the
consummation of the other transactions contemplated hereby (collectively,










 



42



the “Transactions”) (a) have been duly authorized by all requisite corporate and, if
required, stockholder action and (b) (i) will not violate (A) any provision of law, statute, rule
or regulation, (B) of the certificate or articles of incorporation or other constitutive documents
or by-laws of such Borrower or any of its Restricted Subsidiaries, (C) any order of any
Governmental Authority or (D) any provision of any indenture, agreement or other instrument to
which such Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any
of their property is or may be bound, (ii) will not be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or (iii) will not result in the creation or imposition of any Lien
upon or with respect to any property or assets now owned or hereafter acquired by such Borrower or
any of its Restricted Subsidiaries except, in each case other than (a) and (b)(i)(B), as could not
reasonably be expected to have a Material Adverse Effect.




          Section 3.03 Enforceability. This Agreement has been duly executed and delivered by such Borrower
and constitutes, and each other Loan Document when executed and delivered by such Borrower will
constitute, a legal, valid and binding obligation of such Borrower enforceable against such
Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.




          Section 3.04 Consents and Approvals. No action, consent or approval of, registration or filing
with, or any other action by any Governmental Authority or any other third party is or will be
required in connection with the Transactions, except as have been made or obtained (without the
imposition of any conditions that are not acceptable to the Lenders) and are in full force and
effect (other than any action, consent, approval, registration or filing the absence of which could
not reasonably be expected, either individually or in the aggregate with any such other consents,
approvals, registrations or filings, to result in a Material Adverse Effect). No law or regulation
shall be applicable, restraining, preventing or imposing materially adverse conditions upon the
Transactions or the rights of the Borrowers and their respective subsidiaries freely to transfer or
otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by
any of them except, in each case, as could not reasonably be expected to have a Material Adverse
Effect.




          Section 3.05 Financial Statements. (a) Weyerhaeuser has heretofore furnished to the Lenders its
consolidated balance sheets and statements of earnings and statements of cash flows, together with
the notes thereto, as of and for the fiscal year ended December 25, 2005, audited by and
accompanied by the opinion of KPMG LLP, independent public accountants.




          (b) WRECO has heretofore furnished to the Lenders its consolidated balance sheets and
statements of earnings and statements of cash flows, together with the notes thereto, as of and for
the fiscal year ended December 25, 2005, audited by and accompanied by the opinion of KPMG LLP,
independent public accountants.




          (c) Such financial statements referred to in Section 3.05(a) and (b) present fairly in all
material respects the financial position and results of operations of Weyerhaeuser, WRECO and their
respective consolidated subsidiaries as of such dates and for such periods.










 



43



Such balance sheets and the notes thereto disclose all material liabilities, direct or
contingent, of Weyerhaeuser, WRECO and their respective consolidated subsidiaries as of the dates
thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent
basis.




          Section 3.06 No Material Adverse Change. Other than changes in operating results arising in the
ordinary course of business and except as otherwise disclosed publicly or to the Lenders prior to
the date hereof, there has been no material adverse change in the business, financial condition,
operations or properties of Weyerhaeuser and its subsidiaries, taken as a whole, since September
24, 2006.




          Section 3.07 Title to Properties; Possession Under Leases. (a) Each of such Borrowers and its
Restricted Subsidiaries has good and marketable title to, or valid leasehold interests in, all of
its material properties and assets, except for defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such properties and assets for
their intended purposes.




          (b) Each of such Borrowers and its Restricted Subsidiaries (i) has complied with all
obligations under all leases to which it is a party, and (ii) enjoys peaceful and undisturbed
possession under all such leases, except where such non-compliance or lack of peaceful and
undisturbed possession would not result in a Material Adverse Effect. All leases to which the
Borrowers and their respective Restricted Subsidiaries are a party are in full force and effect,
except where such lack of force and effect would not result in a Material Adverse Effect.




          Section 3.08 Subsidiaries. Schedule 3.08 Part I for Weyerhaeuser and Schedule 3.08 Part II for
WRECO (i) set forth as of the Closing Date a list of all subsidiaries of Weyerhaeuser and WRECO and
the percentage ownership interest of Weyerhaeuser and WRECO therein, as applicable, and (ii) for
Weyerhaeuser and WRECO, designate those Subsidiaries which are Unrestricted Subsidiaries.




          Section 3.09 Litigation; Compliance with Laws. (a) Except as disclosed in Weyerhaeuser’s Report
on Form 10-Q for the quarter ended September 24, 2006, there are no actions, suits, investigations,
litigations or proceedings pending or, to the knowledge of the Borrowers, threatened against or
affecting the Borrowers or any of their Restricted Subsidiaries in any court or before any
arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse
Effect.




          (b) Except as disclosed in Weyerhaeuser’s Report on Form 10-Q for the quarter ended September
24, 2006, neither such Borrower nor any of its Restricted Subsidiaries is in violation of any law,
rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any
Governmental Authority, where such violation or default could reasonably be expected to result in a
Material Adverse Effect.




          Section 3.10 Agreements. (a) Neither such Borrower nor any of its Restricted Subsidiaries is a
party to any agreement or instrument or subject to any corporate restriction that has resulted in a
Material Adverse Effect.




          (b) Neither such Borrower nor any of its Restricted Subsidiaries is in default in any manner
under any material agreement or instrument (except for any indenture or other










 



44



agreement or instrument evidencing Indebtedness) to which it is a party or by which it or any
of its properties or assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.




          Section 3.11 Federal Reserve Regulations. (a) Neither such Borrower nor any of its Restricted
Subsidiaries is engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.




          (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, whether
immediately, incidentally or ultimately, for any purpose which entails a violation of, or which is
inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.




          Section 3.12 Investment Company Act. Neither such Borrower nor any of its Restricted Subsidiaries
is an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.




          Section 3.13 Tax Returns. Each of such Borrower and its Subsidiaries has filed or caused to be
filed all material Federal, state and local tax returns required to have been filed by it and has
paid or caused to be paid all material taxes shown to be due and payable on such returns or on any
assessments received by it, except taxes that are being contested in good faith by appropriate
proceedings and for which such Borrower or Subsidiary, as the case may be, shall have set aside on
its books appropriate reserves.




          Section 3.14 No Material Misstatements. No information, report, financial statement, exhibit or
schedule furnished by or on behalf of such Borrower to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or included therein or delivered pursuant
thereto, when taken together with the reports and other filings with the SEC, contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.




          Section 3.15 Compliance with ERISA. Except as would not have a Material Adverse Effect, subject to
the following sentences of this Section 3.15, each Plan subject to ERISA or the Code, as
applicable, is in compliance with ERISA and the Code; no Reportable Event has occurred with respect
to a Plan, no Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability in
excess of $40,000,000, and all Plans collectively do not have Unfunded Current Liabilities in
excess of $91,000,000 in the aggregate, and no Plan subject to ERISA or the Code, as applicable,
has an accumulated or waived funding deficiency, has permitted decreases in its funding standard
account or has applied for an extension of any amortization period within the meaning of Section
412 of the Code; neither such Borrower nor any ERISA Affiliate has incurred any liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or
4204 of ERISA or Section 4975 of the Code or expects to incur any material liability under any of
the foregoing Sections with respect to any such Plan; no condition exists which presents a risk to
such Borrower or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant
to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate
any Plan; no lien imposed under the










 



45



Code or
ERISA on the assets of such Borrower or any ERISA Affiliate exists or is likely to arise on
account of any Plan; such Borrower and its Subsidiaries do not maintain or contribute to any
“welfare plan” (within the meaning of Section 3(1) of ERISA) which provides life insurance or
health benefits to retirees (other than as required by Section 601 of ERISA) the obligations with
respect to which could reasonably be expected to have a Material Adverse Effect.




          Section 3.16 Environmental Matters. Except as disclosed in Weyerhaeuser’s Report on Form 10-Q for
the quarter ended September 24, 2006, filed with the SEC, (a) neither Borrower nor any of its
Subsidiaries has failed to comply with any Federal, state, local and other statutes, ordinances,
orders, judgments, rulings and regulations relating to environmental pollution or to environmental
regulation or control, where any such failure to comply, alone or together with any other such
noncompliance, could result in a Material Adverse Effect; (b) neither Borrower nor any of its
Subsidiaries has received notice of any failure so to comply which alone or together with any other
such failure could result in a Material Adverse Effect; and (c) the Borrowers’ and their respective
Subsidiaries’ plants have not managed any hazardous wastes, hazardous substances, hazardous
materials, toxic substances or toxic pollutants, as those terms are used in the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability
Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air
Act, the Clean Water Act or any other Environmental Law, in violation of any regulations
promulgated pursuant thereto or in any other applicable law where such violation could reasonably
result, individually or together with other violations, in a Material Adverse Effect.




          Section 3.17 Maintenance of Insurance. Such Borrower and each of its Restricted Subsidiaries
maintains insurance (which may be self insurance) for all of its insurable properties: (a) by
financially sound and reputable insurers to the extent of insurance obtained from third party
insurers; (b) to such extent and against such risks, including fire and other risks insured against
by extended coverage, as is customary with companies in the same or similar businesses, including
public liability insurance against claims for personal injury or death or property damage occurring
upon, in, about or in connection with the use of any properties owned, occupied or controlled by
such Borrower or such Restricted Subsidiaries; and (c) as may be required by law.




ARTICLE IV




CONDITIONS OF LENDING AND

ISSUANCE OF LETTERS OF CREDIT




          The obligations of the Lenders (including the Swing Line Banks) to make Loans hereunder and
the obligation of each Fronting Bank to issue Letters of Credit hereunder (or to amend, renew or
extend an existing Letter of Credit) are subject to the satisfaction of the following conditions:




          Section 4.01 All Borrowings and Issuances. On the date of each Borrowing and on the date of each
issuance of a Letter of Credit (and each amendment, renewal or extension thereof):










 



46





     (a) Notice. The Administrative Agent and, as applicable, the Swing Line Banks
or any Fronting Bank, shall have received from the applicable Borrower a notice of such
Borrowing or a notice of such issuance, amendment, renewal or extension as required by
Section 2.02, 2.03, 2.19, 2.20 or 2.21, as applicable.




     (b) Representations. The representations and warranties of the Borrowers set
forth in Sections 3.01, 3.02, 3.03, 3.04, 3.07, 3.10(b), 3.11 and 3.12 shall be true and
correct in all material respects on and as of such date with the same effect as though made
on and as of such date at the time of and immediately after such Borrowing or at the time of
and immediately after the issuance, amendment, renewal or extension of a Letter of Credit
hereunder.




     (c) Compliance, etc. The Borrowers shall be in compliance with all the terms
and provisions set forth herein and in each other Loan Document on their part to be observed
or performed, and, as applicable, at the time of and immediately after such Borrowing or at
the time of and immediately after the issuance, amendment, renewal or extension of a Letter
of Credit hereunder, no Event of Default or Default shall have occurred and be continuing.



          Each Borrowing and each issuance of a Letter of Credit hereunder (or an amendment, renewal or
extension thereof) shall be deemed to constitute a representation and warranty by the Borrowers on
the date of such Borrowing, issuance, amendment, renewal or extension, as the case may be, as to
the matters specified in paragraphs (b) and (c) of this Section 4.01.




          Section 4.02 Closing Date. In addition to all the conditions set forth in Section 4.01, on or
before the Closing Date:





     (a) Opinions. The Administrative Agent shall have received a favorable written
opinion of (i) Perkins Coie, special counsel for the Borrowers, dated the Closing Date and
addressed to the Lenders, in form and substance reasonably satisfactory to the
Administrative Agent and (ii) Lorrie Scott, Esq., Senior Legal Counsel to Weyerhaeuser, as
counsel for Weyerhaeuser, dated the Closing Date and addressed to the Lenders, in form and
substance reasonably satisfactory to the Administrative Agent.




     (b) Legal Matters. All legal matters (including any documentation) related to
this Agreement and the Transactions shall be satisfactory to the Lenders and to Simpson
Thacher & Bartlett LLP, special counsel for the Administrative Agent.




     (c) Articles, etc. The Administrative Agent shall have received (i) a copy of
the certificate or articles of incorporation, including all amendments thereto, of each of
the Borrowers, certified as of a recent date by the Secretary of State of their respective
States of incorporation, and certificates as to the good standing of each of the Borrowers,
as of a recent date, from each such Secretary of State; (ii) a certificate from each of the
Borrowers of their respective Secretary or Assistant Secretary dated the Closing Date and
certifying (A) that attached thereto is a true and complete copy of the by-laws of such
Borrower as in effect on the Closing Date and at all times since a date prior to the date of









 



47



the resolutions described in clause (B) below, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board of Directors of such Borrower
authorizing the execution, delivery and performance of such Borrower of any and all
documents and agreements to be entered into with respect to the Loan Documents and the
borrowings to be made thereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the certificate or articles
of incorporation of such Borrower have not been amended since the date of the last amendment
thereto shown on the certificates of good standing furnished pursuant to clause (i) above,
and (D) as to the incumbency and specimen signature of each officer executing any Loan
Document or any other document or agreement delivered in connection with the Transactions on
behalf of such Borrower; (iii) a certification of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the certificate
pursuant to (ii) above; and (iv) such other documents as the Lenders or Simpson Thacher &
Bartlett LLP, special counsel for the Administrative Agent, may reasonably request.




     (d) Officers’ Certificates. The Administrative Agent shall have received a
certificate from each Borrower, dated the Closing Date and signed by a Financial Officer of
such Borrower, confirming (i) compliance with the condition precedent set forth in paragraph
(c) of Section 4.01, and (ii) that the representations and warranties of such Borrower set
forth herein are true and correct in all material respects on and as of the Closing Date
(except for representations and warranties expressly stated to relate to a specific earlier
date, in which case such representations and warranties are true and correct in all material
respects as of such earlier date), immediately prior to, and after giving effect to, the
initial Borrowing and/or the initial issuance of a Letter of Credit hereunder.




     (e) Fees. The Administrative Agent and the Lenders shall have received all
Fees and other amounts due and payable on or prior to the Closing Date.




     (f) Loan Documents. The Administrative Agent shall have received a fully
executed counterpart of this Agreement, and an executed copy of each Loan Document (other
than this Agreement).




     (g) Termination of Existing Five-Year Revolving Credit Agreement. The
Administrative Agent shall have received evidence satisfactory to it that the commitments
under the Existing Five-Year Revolving Credit Agreement shall have expired or been
terminated and all amounts then due and payable thereunder shall have been paid.
Each Lender that is a lender under the Existing Five-Year Revolving Credit Agreement
hereby agrees to waive the requirement set forth in Section 2.09(b) of the Existing
Five-Year Revolving Credit Agreement that the Borrowers provide irrevocable notice to the
Administrative Agent prior to the effectiveness of a termination of the “Total Commitment”
(as such term is defined in the Existing Five-Year Revolving Credit Agreement) to allow a
notice that is conditioned on the effectiveness of this Agreement.









 



48


ARTICLE V




AFFIRMATIVE COVENANTS




          Each Borrower covenants and agrees with each Lender, each Swing Line Bank, each Fronting Bank
and the Administrative Agent that, so long as this Agreement shall remain in effect or the
principal of or interest on any Loan, any Fees or any other expenses or amounts payable under any
Loan Document shall be unpaid, or any Letter of Credit shall remain outstanding (which has not been
collateralized (with cash or a back-to-back letter of credit issued by a satisfactory financial
institution) in a manner satisfactory to the applicable Fronting Banks and the Administrative
Agent), or any amounts drawn thereunder shall remain unpaid, unless the Required Lenders (or, where
indicated, the Lenders) shall otherwise consent in writing, each Borrower will, and will cause each
of its Restricted Subsidiaries (except in the case of Sections 5.03 (which applies to
Weyerhaeuser), 5.06 (which applies to Weyerhaeuser, WRECO and their respective ERISA Affiliates)
and 5.09 (which applies to Weyerhaeuser, WRECO and all of their respective Subsidiaries)) to:




          Section 5.01 Existence; Businesses and Properties. (a) Do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal existence, except as
otherwise expressly permitted under Section 6.01(c) (with respect to Weyerhaeuser) and Section
6.02(d) (with respect to WRECO) and, with respect to Restricted Subsidiaries, where the failure to
do so could not reasonably be expected to have a Material Adverse Effect, provided,
however, that such Borrower may liquidate or dissolve any of its Subsidiaries to the extent
the assets of such Subsidiary are transferred to Weyerhaeuser or any of its Restricted
Subsidiaries.




          (b) Except in each case where the failure to do so could not reasonably be expected to result
in a Material Adverse Effect, (i) do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names necessary in the conduct of its
business; (ii) maintain and operate such business in substantially the manner in which it is
presently conducted and operated; (iii) comply with all applicable laws, rules, regulations and
orders of any Governmental Authority, whether now in effect or hereafter enacted; and (iv) at all
times maintain and preserve all property necessary in the conduct of such business and keep such
property in good repair, working order and condition and from time to time make, or cause to be
made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be properly conducted
at all times.




          (c) Maintain compliance with each of its loans, contracts, leases and other obligations (other
than Indebtedness) except such as are being contested in good faith by appropriate proceedings and
for which appropriate reserves have been established, and except for such noncompliance as could
not reasonably be expected to have, in any case or in the aggregate, a Material Adverse Effect.




          Section 5.02 Insurance. (a) Keep such of its insurable properties as are insured with third-party
insurers insured at all times by financially sound and reputable insurers; and (b) maintain (i)
insurance (which may include self insurance), to such extent and against such risks,










 



49



including fire and other risks insured against by extended coverage, as is customary with companies in
the same or similar businesses, including public liability insurance against claims for personal
injury or death or property damage occurring upon, in, about or in connection with the use of any
properties owned, occupied or controlled by it; and (ii) such insurance as may be required by law.




          Section 5.03 Obligations and Taxes. Pay its obligations (other than Indebtedness) promptly and in
accordance with their terms and pay and discharge promptly when due all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all lawful claims for
labor, materials and supplies or otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and discharge
shall not be required (i) with respect to any such tax, assessment, charge, levy or claim so long
as the validity or amount thereof shall be contested in good faith by appropriate proceedings and
such Borrower or such Subsidiary shall have set aside on its books appropriate reserves with
respect thereto or (ii) if the failure to make such payments or to discharge such Liens is not, in
any case or in the aggregate, reasonably likely to have a Material Adverse Effect.




          Section 5.04 Financial Statements, Reports, etc. In the case of each Borrower, furnish to the
Administrative Agent (which shall promptly furnish to each Lender):





     (a) within 95 days after the end of each fiscal year, its consolidated balance sheets
and related statements of earnings and statements of cash flows, together with the notes
thereto, showing the financial position of such Borrower and its consolidated Subsidiaries
as of the close of such fiscal year and the results of their operations and the operations
of such subsidiaries during such year, all audited by KPMG LLP or other independent public
accountants of recognized national standing acceptable to the Required Lenders and
accompanied by an opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such consolidated financial statements fairly present the
financial position and results of operations of each such Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, except as
therein noted;




     (b) within 50 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated balance sheets and related statements of earnings and, with
respect to Weyerhaeuser, statements of cash flows, showing the financial position of
Weyerhaeuser and its consolidated Subsidiaries as of the close of such fiscal quarter and
the results of its operations and the operations of such consolidated Subsidiaries during
such fiscal quarter and the then elapsed portion of the fiscal year, all certified (in the
form of Exhibits D-1 and D-2, with respect to Weyerhaeuser and WRECO, respectively) by one
of its Financial Officers as fairly presenting the financial position and results of
operations of each such Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, except as therein noted, subject to
appropriate year-end audit adjustments;









 



50



     (c) concurrently with any delivery of financial statements under (a) or (b) above, a
certificate (in the form of Exhibits D-3 and D-4, with respect to Weyerhaeuser
and WRECO, respectively) of the accounting firm or Financial Officer of such Borrower
opining on or certifying such statements (which certificate, when furnished by an accounting
firm, may be limited to accounting matters and disclaim responsibility for legal
interpretations) (i) certifying that no Event of Default or Default has occurred or, if such
an Event of Default or Default has occurred, specifying the nature and extent thereof and
any corrective action taken or proposed to be taken with respect thereto, (ii) in the case
of Weyerhaeuser setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenants contained in Sections
6.01(d) and 6.01(e) and (iii) including a reconciliation setting forth adjustments made to
such financial statements in order to make the calculations set forth in clause (ii) above;




     (d) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by it or any of its Subsidiaries with
the SEC, or with any national securities exchange, or distributed to its shareholders, as
the case may be;




     (e) as soon as practicable, copies of such further financial statements and reports as
such Borrower shall send to banks with which it has lines of credit, and all such financial
statements and reports as such Borrower shall send to its shareholders (unless all of the
outstanding shares of capital stock of such Borrower are held by one Person);




     (f) promptly, from time to time, such other information regarding the operations,
business affairs and financial condition of such Borrower or any of its Subsidiaries, or
compliance with the terms of any Loan Document, as the Administrative Agent, any Swing Line
Bank, any Fronting Bank or any Lender may reasonably request (it being understood that
neither Borrower shall be required to provide any information or documents which are subject
to confidentiality provisions the nature of which prohibit such disclosure);




     (g) promptly, and in any event within 2 days, upon becoming aware thereof, notice of
any proposed or actual down-grade, suspension or withdrawal of the rating provided by S&P or
Moody’s to Weyerhaeuser in respect of its Senior Unsecured Long-Term Debt; and




     (h) information required to be delivered pursuant to paragraphs (a), (b), (d) and (e)
shall be deemed to have been delivered on the date on which Weyerhaeuser provides notice to
the Administrative Agent that such information has been posted on Weyerhaeuser’s website on
the internet at the website address listed on the signature pages thereof, at www.sec.gov or
at another website identified in such notice and accessible by the Lenders without charge;
provided that Weyerhaeuser shall deliver paper copies of the reports and financial
statements referred to in paragraphs (a), (b), (d) and (e) of this Section 5.04 to the
Administrative Agent, any Swing Line Bank, any Fronting Bank or any Lender who requests
Weyerhaeuser to deliver such paper copies until









 



51



written notice to cease delivering paper
copies is given by such Administrative Agent, Swing Line Bank, Fronting Bank or Lender to
Weyerhaeuser.



          Section 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which shall
promptly furnish to each Lender) prompt written notice of the following:





     (a) any Event of Default or Default, specifying the nature and extent thereof and the
corrective action (if any) proposed to be taken with respect thereto;




     (b) the filing or commencement of, or any threat or notice of intention of any person
to file or commence, any action, suit or proceeding, whether at law or in equity or by or
before any Governmental Authority, against Weyerhaeuser, WRECO or any of their respective
Affiliates which, if adversely determined, could reasonably be expected to result in a
Material Adverse Effect;




     (c) any development that has resulted in a Material Adverse Effect; and




     (d) the issuance by any Governmental Authority of any injunction, order, decision or
other restraint prohibiting, or having the effect of prohibiting, the making of the Loans or
the initiation of any litigation or similar proceeding seeking any such injunction, order or
other restraint;


provided that in each case (other than Subsection 5.05 (a)) no Borrower shall be required
to provide separate notice of any event disclosed in any report promptly filed with the SEC.




          Section 5.06 ERISA. As soon as possible and, in any event, within 10 Business Days after
Weyerhaeuser knows of the occurrence of any of the following events which individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect, Weyerhaeuser will deliver
to the Administrative Agent a certificate of the Financial Officer of Weyerhaeuser setting forth
details as to such occurrence and such action, if any, which Weyerhaeuser or an ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to be given to or
filed with or by Weyerhaeuser or such ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto: (a) that a Reportable Event has occurred, (b) that an
accumulated funding deficiency has been incurred or an application has been made to the Secretary
of the Treasury for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under Section 412 of the
Code with respect to a Plan, (c) that a Plan has been or is in the process of being terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA, (d) that a Plan has an
Unfunded Current Liability, (e) that proceedings have been instituted to terminate a Plan, (f) that
a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan, or (g) that Weyerhaeuser or any ERISA Affiliate will or is reasonably
likely to incur any liability (including any contingent or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201 or 4204 of
ERISA or with respect to a Plan under Section 4975 of the Code or Section 409, 502(i) or 502(l) of
ERISA. Weyerhaeuser will, upon written request,










 



52



deliver to the Administrative Agent a complete
copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue
Service. In addition to any certificates or notices delivered to the Administrative Agent pursuant
to the first sentence hereof, copies of
annual reports and any other notices received by Weyerhaeuser or any ERISA Affiliate required
to be delivered to the Administrative Agent hereunder shall be delivered to the Administrative
Agent no later than 10 Business Days after the later of the date such report or notice has been
filed with the Internal Revenue Service or the PBGC, given to Plan participants, received by
Weyerhaeuser or such ERISA Affiliate or requested in writing by the Administrative Agent.




          Section 5.07 Maintaining Records; Access to Properties and Inspections. Maintain appropriate,
accurate and complete financial records and permit any representatives designated by the
Administrative Agent or any Lender to visit and inspect the financial records and the properties of
each such Borrower or any of its Restricted Subsidiaries at reasonable times and, with reasonable
prior notice given to Weyerhaeuser, as often as requested and until a Default has occurred at the
expense of the Administrative Agent or such Lender, and to make extracts from and copies of such
financial records, and permit any representatives designated by any Lender, any Swing Line Bank,
any Fronting Bank or the Administrative Agent to discuss the affairs, finances and condition of
Weyerhaeuser, WRECO or any such Restricted Subsidiary with the officers thereof and independent
accountants (so long as a representative of Weyerhaeuser is present, or Weyerhaeuser has consented
to the absence of such a representative) therefor (in each case subject to such Borrower’s
obligations under applicable confidentiality provisions).




          Section 5.08 Use of Proceeds. Use the credit extended pursuant to this Agreement only for the
purposes set forth in the recitals to this Agreement.




          Section 5.09 Environmental Matters. (a) (i) Comply in all material respects with all
Environmental Laws applicable to the ownership or use of any real property owned or leased by such
Borrower or any of its Subsidiaries, except where such noncompliance is not, in any case or in the
aggregate, reasonably likely to have a Material Adverse Effect, (ii) include in all material
contracts with tenants and other persons occupying such real property provisions to ensure such
tenants’ compliance in all material respects with all such Environmental Laws, and diligently
enforce and prosecute its rights with respect to such provisions, (iii) pay or cause to be paid in
the case of sole liability, or, in the case of joint liability, to seek contribution or
compensation in respect of, all costs and expenses incurred in connection with such compliance,
except in respect to costs and expenses that are being contested in good faith and for which such
Borrower or such Subsidiary, as the case may be, shall have set aside on its books appropriate
reserves, and except where failures to make such payments are not, in any case or in the aggregate,
reasonably likely to have a Material Adverse Effect, and (iv) use its best efforts to keep or cause
to be kept all such real property free and clear of any liens imposed pursuant to any Environmental
Laws, except in respect to liens that are being contested in good faith, and except in respect to
liens the existence of which is not, in any case or in the aggregate, reasonably likely to have a
Material Adverse Effect.




          (b) Neither such Borrower, nor any of its Subsidiaries will generate, use, treat, store,
Release, or permit the generation, use, treatment, storage or Release of Hazardous Materials on any
real property owned or leased by such Borrower or any of its Subsidiaries, or transport or permit
the transportation of Hazardous Materials to or from any such real property,










 



53



except for quantities
generated, used, treated, stored, or Released on, or transported to or from, such real property in
the ordinary course of business in material compliance with all applicable Environmental Laws and,
except for such generation, use, treatment or storage on, or
transportation to or from, any such real property of Hazardous Materials as is not, in any
case or in the aggregate, reasonably likely to have a Material Adverse Effect.




          (c) If the Administrative Agent receives any notice from such Borrower pursuant to subsection
(d) of this Section 5.09 or if the Administrative Agent otherwise acquires knowledge of any
Environmental Claim which in the sole determination of the Required Lenders would have a Material
Adverse Effect with respect to such Borrower then upon the written request of the Required Lenders,
such Borrower will provide, at its sole cost and expense, an environmental site assessment report
concerning any real property owned or leased by such Borrower or an affected Subsidiary prepared by
an environmental consulting firm approved by the Required Lenders, indicating the presence or
absence of Hazardous Materials and the potential costs of any removal or remedial action in
connection with any Hazardous Materials on any real property owned or leased by such Borrower or
any of its Subsidiaries.




          (d) Such Borrower will immediately advise the Administrative Agent in writing of any of the
following:





     (i) Any pending or threatened Environmental Claim against such Borrower or any of its
Subsidiaries or any real property owned or leased by such Borrower or any of its
Subsidiaries which if determined adversely to such Borrower or any of its Subsidiaries would
be reasonably likely to have a Material Adverse Effect;




     (ii) Any condition or occurrence on any real property owned or leased by such Borrower
or any of its Subsidiaries that (A) results in noncompliance by such Borrower or any of its
Subsidiaries with any applicable Environmental Law which noncompliance is reasonably likely
to have a Material Adverse Effect, or (B) could reasonably be anticipated to form the basis
of an Environmental Claim against such Borrower or any of its Subsidiaries or any real
property owned or leased by such Borrower or any of its Subsidiaries and which if determined
adversely to such Borrower or any of its Subsidiaries would be reasonably likely to have a
Material Adverse Effect;




     (iii) Any condition or occurrence on any real property owned or leased by such Borrower
or any of its Subsidiaries or, to the actual knowledge of such Borrower or any of its
Subsidiaries, any property adjoining or in the vicinity thereof that could reasonably be
anticipated to cause such real property to be subject to any restrictions on the ownership,
occupancy, use, or transferability thereof under any Environmental Law which restrictions,
in any case or in the aggregate, are reasonably likely to have a Material Adverse Effect;
and




     (iv) The taking of any removal or remedial action in response to the actual or alleged
presence of any Hazardous Materials on any real property owned or leased by such Borrower or
any of its Subsidiaries the taking of which, in any case or in the aggregate, is reasonably
likely to have a Material Adverse Effect.









 



54

All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence, or removal or remedial action and the action which such Borrower or any of
its Subsidiaries proposes to take in response thereto.




          Section 5.10 OCBM Agreement. With respect to Weyerhaeuser, perform, observe and comply with each
of its covenants and agreements in the OCBM Agreement, and do or cause to be done all things
necessary to keep the OCBM Agreement in full force and effect.




          Section 5.11 Further Assurances. Promptly cause to be taken, executed, acknowledged or delivered,
at the sole expense of such Borrower, all such further acts, documents and assurances as the
Required Lenders may from time to time reasonably request in order for such Borrower to carry out
its obligations hereunder and under the other Loan Documents.




ARTICLE VI




NEGATIVE COVENANTS




          Section 6.01 Covenants of Weyerhaeuser. Weyerhaeuser covenants and agrees with each Lender, each
Swing Line Bank, each Fronting Bank and the Administrative Agent that, so long as this Agreement
shall remain in effect or the principal of or interest on any Loan, any Fees or any other expenses
or amounts payable under any Loan Document shall be unpaid or any Letter of Credit shall remain
outstanding (which has not been collateralized (with cash or a back-to-back letter of credit issued
by a satisfactory financial institution) in a manner satisfactory to the applicable Fronting Banks
and the Administrative Agent) or any amounts drawn thereunder shall remain unpaid, unless the
Required Lenders shall otherwise consent in writing, it will not, either directly or indirectly:





     (a) Secured Indebtedness. (i) Issue, assume or guarantee, or permit any of its
Restricted Subsidiaries to issue, assume or guarantee, any indebtedness for money borrowed
(hereinafter in this Section 6.01(a) referred to as “debt”), if such debt is secured
by a deed of trust, mortgage, pledge, security interest or other lien or encumbrance (any
deed of trust, mortgage, pledge, security interest or other lien or encumbrance being
hereinafter in this Section 6.01(a) referred to as a “mortgage” or collectively
“mortgages”) upon or with respect to any timber or timberlands of Weyerhaeuser or
such Restricted Subsidiary located in the States of Washington, Oregon, Arkansas, Oklahoma,
Mississippi or North Carolina, or upon or with respect to any principal manufacturing plant
of Weyerhaeuser or such Restricted Subsidiary located anywhere in the United States of
America, in either case now owned or hereafter acquired, without in any such case
effectively providing, concurrently with the issuance, assumption or guarantee of any such
debt, that the Loans and Letters of Credit (together with, if Weyerhaeuser shall so
determine, any other indebtedness of or guarantee by Weyerhaeuser or such Restricted
Subsidiary ranking equally with the Loans or Letters of Credit and then existing or
thereafter created) shall be secured equally and ratably with (or prior to) such debt;
provided, however, that the foregoing restrictions shall not be applicable
to:









 



55



     (1) mortgages upon or with respect to any property of any of its Restricted
Subsidiaries securing debt of such Restricted Subsidiary to Weyerhaeuser or another
Restricted Subsidiary of Weyerhaeuser;




     (2) mortgages upon or with respect to any property acquired, constructed or
improved by Weyerhaeuser or any of its Restricted Subsidiaries
after the date of this Agreement which are created, incurred or assumed
contemporaneously with, or within 90 days after, such acquisition, construction or
improvement, to secure or provide for the payment of any part of the purchase price
of such property or the cost of such construction or improvement, or mortgages upon
or with respect to any property existing at the time of acquisition thereof;
provided, however, that in the case of any such construction or
improvement the mortgage shall not apply to any property theretofore owned by
Weyerhaeuser or any of its Restricted Subsidiaries other than any theretofore
unimproved real property on which the property so constructed, or the improvement,
is located;




     (3) any extension, renewal or replacement of any mortgage referred to in clause
(2) above or clause (4) below; provided, however, that the principal
amount of indebtedness secured thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension, renewal or replacement, and
that such extension, renewal or replacement shall be limited to all or part of the
same property which secured the mortgage so extended, renewed or replaced; and




     (4) any mortgage existing on any timber or timberlands of any Person or upon or
with respect to any principal manufacturing plant of any Person at the time of
acquisition by Weyerhaeuser or any of its Restricted Subsidiaries of such Person.




     (ii) Notwithstanding the provisions of paragraph (a)(i) of this Section 6.01,
Weyerhaeuser or any of its Restricted Subsidiaries may issue, assume or guarantee secured
debt which would otherwise be subject to the foregoing restrictions in an aggregate amount
which, together with all other such debt of Weyerhaeuser and its Restricted Subsidiaries and
the Attributable Debt in respect of Sale and Lease-Back Transactions (as defined in Section
6.01(b)) existing at such time (other than Sale and Lease-Back Transactions permitted
because Weyerhaeuser would be entitled to incur debt secured by a mortgage on the property
to be leased without equally and ratably securing the Loans pursuant to paragraph (a)(i) of
this Section 6.01, and other than Sale and Lease-Back Transactions the proceeds of which
have been applied in accordance with clause (ii) of Section 6.01(b)), does not at the time
exceed five percent (5%) of Shareholders’ Interest in Weyerhaeuser and its Restricted
Subsidiaries (as hereinafter defined). The term “Attributable Debt” as used in this
paragraph shall mean, as of any particular time, the present value of the obligation of the
lessee for rental payments during the remaining term of any lease (including any period for
which such lease has been extended or may, at the option of the lessor, be extended).









 



56



     (iii) For purposes of this Section 6.01(a), (A) the term “principal manufacturing
plant” shall not include any manufacturing plant which, in the reasonable opinion of the
Board of Directors of Weyerhaeuser, is not a principal manufacturing plant of Weyerhaeuser
and its Restricted Subsidiaries; (B) the following types of transactions shall not be deemed
to create debt secured by a mortgage: (1) the sale, mortgage or other transfer of timber in
connection with an arrangement under which Weyerhaeuser or any
of its Restricted Subsidiaries is obligated to cut such timber or a portion thereof in
order to provide the transferee with a specified amount of money however determined; (2) the
mortgage of any property of Weyerhaeuser or any of its Restricted Subsidiaries in favor of
the United States, or any State, or any department, agency or instrumentality of either, to
secure partial, progress, advance or other payments to Weyerhaeuser or any of its Restricted
Subsidiaries pursuant to the provisions of any contract or statute and (3) liens existing on
property at the time of acquisition of such property; and (C) the term “Shareholders’
Interest in Weyerhaeuser and its Restricted Subsidiaries” shall mean the aggregate of
capital and surplus, including surplus resulting from the March 1, 1913 revaluation of
timber and timberlands, of Weyerhaeuser and its Restricted Subsidiaries, after deducting the
cost of shares of Weyerhaeuser held in treasury.




     (b) Sale and Lease-Back. Enter into any arrangement, or permit any Restricted
Subsidiary to enter into any arrangement, with any Person providing for the leasing by
Weyerhaeuser or any of its Restricted Subsidiaries of any real property in the United States
(except for temporary leases for a term of not more than three years), which property has
been or is to be sold or transferred by Weyerhaeuser or such Restricted Subsidiary to such
Person (herein referred to as a “Sale and Lease-Back Transaction”), unless (i) Weyerhaeuser
or such Restricted Subsidiary would be entitled to incur debt secured by a mortgage on the
property to be leased without equally or ratably securing the Loans pursuant to Section
6.01(a), or (ii) Weyerhaeuser applies an amount equal to the fair value (as determined by
the Board of Directors of Weyerhaeuser) of the property so leased to the retirement (other
than any mandatory retirement), within 90 days of the effective date of any such Sale and
Lease-Back Transaction, of indebtedness for borrowed money incurred or assumed by
Weyerhaeuser which by its terms matures at, or is extendible or renewable at the option of
the obligor to, a date more than 12 months after the date of the creation of such debt.




     (c) Merger, Consolidation, etc. Be a party to a merger or consolidation or
sell, transfer or otherwise dispose of all or substantially all of its properties or assets
in a single transaction or in a series of related transactions unless (i) such merger,
consolidation, sale, transfer or disposition is made with respect to another corporation
incorporated and doing business primarily within the United States of America which shall
expressly assume, in form and substance reasonably satisfactory to the Required Lenders, the
obligations of Weyerhaeuser under the Loan Documents and Weyerhaeuser’s Loans and Letters of
Credit, and (ii) immediately after giving effect to such merger, consolidation, sale,
transfer or disposition, no Default or Event of Default hereunder shall have occurred and be
continuing.




     (d) Debt Ratio. Permit Total Funded Indebtedness to exceed 65% of the sum of
Weyerhaeuser’s Total Adjusted Shareholders’ Interest and Total Funded Indebtedness.









 



57



     (e) Net Worth. At any time permit Weyerhaeuser’s Total Adjusted Shareholders’
Interest to be less than $5,000,000,000 or, after consummation of the transaction with
Domtar Inc. as described in Weyerhaeuser’s report on form 8-K filed on August 23, 2006, no
less than $3,750,000,000.




     (f) Change in Business. Engage in, or permit any Restricted Subsidiary to
engage in, any material business activities or operations substantially different from, or
unrelated to, the business activities and operations conducted by it as of the date hereof,
except for reasonable extensions, developments and modifications thereof.



          Section 6.02 Covenants with respect to WRECO. WRECO covenants and agrees with each Lender, each
Fronting Bank and the Administrative Agent that, so long as this Agreement shall remain in effect
or the principal of or interest on any Loan, any Fees or any other expenses or amounts payable
under any Loan Document shall be unpaid, or any Letter of Credit shall remain outstanding (which
has not been collateralized (with cash or a back-to-back letter of credit issued by a satisfactory
financial institution) in a manner satisfactory to the applicable Fronting Banks and the
Administrative Agent) or any amounts drawn thereunder shall remain unpaid, unless the Required
Lenders shall otherwise consent in writing, it will not, either directly or indirectly:





     (a) Capital Base. Have a Capital Base less than $100,000,000.




     (b) Limitation on Indebtedness. Create, issue, guarantee, assume or otherwise
become liable, directly or indirectly, or permit any of its Restricted Subsidiaries to
create, issue, guarantee, assume or otherwise become liable, directly or indirectly, in
respect of any (i) Senior Debt of WRECO or Indebtedness of any of its Restricted
Subsidiaries if, immediately after giving effect to the incurrence thereof and to the
application of the proceeds thereof, the aggregate principal amount of all consolidated
Senior Debt of WRECO and its Restricted Subsidiaries then outstanding would exceed 80% of
the sum of (x) the Capital Base plus (y) the aggregate principal amount of Senior Debt of
WRECO and its Restricted Subsidiaries then outstanding; or (ii) Subordinated Debt of WRECO
if, immediately after giving effect to the incurrence thereof and to the application of the
proceeds thereof, the aggregate principal amount of Subordinated Debt of WRECO then
outstanding would exceed 100% of Adjusted Net Worth. For purposes of this Section and
Section 6.02(c), Indebtedness of a Person which becomes a Restricted Subsidiary on any date
shall be deemed to have been issued or incurred as of such date.




     (c) Limitation on Mortgages and Liens. Create, incur or permit to exist any
mortgage, pledge, encumbrance, lien, security interest or charge of any kind (including
liens or charges upon properties acquired or to be acquired under conditional sales
agreements or other title retention devices) on its property or assets, whether now owned or
hereafter acquired, or upon any income or profits thereof, or permit any of its Restricted
Subsidiaries to do any of the foregoing, except:




     (i) liens, charges, encumbrances and priority claims incidental to the conduct
of the business or the ownership of properties and assets (including warehousemen’s,
attorneys’ and statutory landlords’ liens) and liens, pledges or









 



58



deposits in
connection with workmen’s compensation, unemployment insurance, old age benefit or
social security obligations, taxes, assessments, statutory obligations or other
similar charges, liens of contractors, mechanics and materialmen, good faith
deposits in connection with tenders, contracts or leases to which WRECO or any of
its Restricted Subsidiaries is a party or other deposits required to be made in the
ordinary course of business and not in connection with
the borrowing of money, easements, rights of way, restrictions and other
similar encumbrances that, in the aggregate, are not substantial in amount and that
do not in any case materially detract from the value of the property subject thereto
or substantially interfere with the ordinary conduct of WRECO’s business;
provided in each case the obligation secured is not overdue or, if overdue,
is being contested in good faith by appropriate proceedings;




     (ii) provided that no Default or Event of Default has occurred and is
continuing, the pledge of assets for the purpose of securing any appeal or stay or
discharge in the course of any legal proceeding and liens on or resulting from
judgments or awards in respect of which WRECO or any of its Restricted Subsidiaries
shall in good faith be prosecuting an appeal or proceeding for review;




     (iii) mortgages, liens or security interests existing as of the date of this
Agreement securing obligations of WRECO or any of its Restricted Subsidiaries
outstanding on such date and all renewals, extensions or refundings thereof (without
increase in the principal amount remaining unpaid at the time of any such renewal,
extension or refunding);




     (iv) mortgages, liens or security interests securing Indebtedness of a
Restricted Subsidiary of WRECO to another Restricted Subsidiary of WRECO or to
WRECO;




     (v) mortgages, conditional sale contracts, security interests or other
arrangements for the retention of title (including financing leases), in addition to
those permitted under subparagraphs (iii), (iv), (vi) and (vii) hereof, given to
secure the payment of the purchase price incurred in connection with the acquisition
of property useful and intended to be used in carrying on the business of WRECO or
any of its Restricted Subsidiaries, and liens existing on such property at the time
of acquisition thereof or at the time of acquisition by WRECO or a Restricted
Subsidiary of any Person then owning such property whether or not such existing
liens were given to secure the payment of the purchase price of the property to
which they attach; provided that the lien or charge shall attach solely to
the property acquired or purchased and any improvements then or thereafter placed
thereon;




     (vi) mortgages, security interests and other encumbrances or liens on Real
Estate Assets, incurred or created in the ordinary course of the business of WRECO
and its Restricted Subsidiaries; provided that the aggregate principal
amount of all Indebtedness so secured and at any one time outstanding shall not
exceed 10% of the Capital Base at such time; and









 



59



     (vii) mortgages, conditional sale contracts, security interests or other
arrangements for the retention of title (including financing leases), in addition to
those specifically permitted by foregoing subparagraphs (i) through (vi) hereof,
given to secure the payment of Senior Debt of WRECO or any of its Restricted
Subsidiaries, and any renewal, extension or refunding of any such Senior Debt;
provided that the aggregate principal amount of all Senior Debt of
WRECO and its Restricted Subsidiaries so secured and at any one time outstanding
shall not exceed 10% of the Capital Base at such time.




     In the event that any property is subjected to a lien or other encumbrance in violation
of this Section 6.02(c), WRECO will make or cause to be made effective provision whereby the
Loans shall be secured equally and ratably with all other obligations secured thereby
(provided, however, that such violation shall constitute a default under
this Agreement whether or not such provision is made) and, if such provision is not made, an
equitable lien, so equally and ratably securing the Loans, shall (to the extent permitted by
law) exist on such property.




     (d) Limitation on Mergers and Consolidations. Be a party to any merger or
consolidation unless (i) WRECO or a Weyerhaeuser Subsidiary (as defined below) having
substantially all of its assets and doing business primarily in the United States of America
shall be the surviving or resulting corporation of any such merger or consolidation and
immediately after giving effect to any such merger or consolidation such successor
corporation, whether or not WRECO, shall be entitled to incur at least $1 of additional
Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not
WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary
incorporated within the United States of America and shall expressly assume the obligations
of WRECO under this Agreement and the other Loan Documents to which it is a party by
supplemental agreement reasonably satisfactory to the Administrative Agent; (iii)
immediately after giving effect to any such merger or consolidation, no Default or Event of
Default shall have occurred and be continuing; and (iv) WRECO shall have delivered to the
Administrative Agent a certificate signed by two of WRECO’s officers stating that such
merger or consolidation and, if a supplemental agreement is required in connection therewith
as aforesaid, such supplemental agreement comply with the provisions described in this
paragraph. Upon the consummation of any merger or consolidation in which the surviving or
resulting corporation is not WRECO in accordance with the foregoing provisions, the
surviving or resulting corporation shall succeed to and be substituted for, and may exercise
every right and power of and shall be subject to all of the obligations of, WRECO under this
Agreement and the other Loan Documents to which it is a party, with the same effect as if it
had been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser
Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of
capital stock at the time outstanding and having ordinary voting power for the election of a
majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser
or a wholly owned Subsidiary of Weyerhaeuser.




     (e) Limitation on Sale of Assets. Sell, transfer or otherwise dispose of all
or substantially all of its properties and assets in a single transaction or in a series of
related









 



60



transactions unless (i) the consideration received therefor shall consist of cash,
securities or other properties having an aggregate fair value (as determined in good faith
by the Board of Directors of WRECO) equal to not less than the aggregate fair value (as
determined in good faith by the Board of Directors of WRECO) of the properties and assets so
sold, transferred or otherwise disposed of; (ii) immediately after giving effect
thereto WRECO shall be entitled to incur at least $1 of additional Senior Debt under
Section 6.02(b); (iii) immediately after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing; and (iv) WRECO shall have delivered to the
Administrative Agent a certificate signed by two of WRECO’s officers stating that such
transaction complies with the provisions described in this paragraph.



ARTICLE VII




EVENTS OF DEFAULT




          Section 7.01 Events of Default. In case of the happening of any of the events under Sections
7.01(a) through 7.01(l) below (an “Event of Default”):





     (a) default shall be made in the payment by a Borrower of any principal of any Loan or
any reimbursement of any L/C Disbursement, when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise;




     (b) default shall be made in the payment by a Borrower of any interest on any Loan or
any Fee or any other amount (other than an amount referred to in Section 7.01(a) above) due
under any Loan Document, when and as the same shall become due and payable, and such default
shall continue unremedied for a period of five days;




     (c) any representation or warranty made or deemed made by a Borrower in or in
connection with any Loan Document or the Borrowings or Letters of Credit hereunder, or any
representation, warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with or pursuant to any Loan
Document, shall prove to have been false or misleading in any material respect when so made,
deemed made or furnished;




     (d) default shall be made in the due observance or performance by a Borrower or any of
its Subsidiaries (or its respective Restricted Subsidiaries, if such covenant, condition or
agreement applies only to Restricted Subsidiaries) of any covenant, condition or agreement
contained in Section 5.01(a), 5.05(a), 5.08 or in Article VI;




     (e) default shall be made in the due observance or performance by a Borrower or any of
its Subsidiaries (or its Restricted Subsidiaries, if such covenant, condition or agreement
applies only to Restricted Subsidiaries) of any covenant, condition or agreement contained
in any Loan Document (other than those specified in Section 7.01(a), 7.01(b), 7.01(c) or
7.01(d)) and such default shall continue unremedied for a period of thirty days after notice
thereof from the Administrative Agent, any Swing Line Bank, any Fronting Bank or any Lender
to such Borrower;









 



61



     (f) a Borrower or any of its Restricted Subsidiaries shall (i) fail to pay, when and as
the same shall become due and payable (and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument related to such Indebtedness)
any principal or interest, regardless of amount, due in respect of Indebtedness in an
aggregate principal amount in excess of $100,000,000, or (ii) fail to
observe or perform any other terms, covenants, conditions or agreements contained in
any agreements or instruments evidencing or governing Indebtedness in an aggregate
principal amount in excess of $100,000,000 (and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument related to such
Indebtedness), if the effect of any failure or failures referred to in this Section
7.01(f)(ii) is to cause or permit the holder or holders of such Indebtedness or a trustee on
its or their behalf (with or without the giving of notice) to cause, such Indebtedness to
become due prior to its stated maturity;




     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of a Borrower or
any of its Restricted Subsidiaries, or of a substantial part of the property or assets of
such Borrower or any of its Restricted Subsidiaries, under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy,
insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for such Borrower or any of its
Restricted Subsidiaries or for a substantial part of the property or assets of such Borrower
or any of its Restricted Subsidiaries or (iii) the winding-up or liquidation of such
Borrower or any of its Restricted Subsidiaries; and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;




     (h) a Borrower or any of its Restricted Subsidiaries shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United States Code, as
now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or the filing of any petition described in
Section 7.01(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for such Borrower or any of its
Restricted Subsidiaries or for a substantial part of the property or assets of such Borrower
or any of its Restricted Subsidiaries, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, (vi) become unable, admit in writing its inability
or fail generally to pay its debts as they become due or (vii) take any action for the
purpose of effecting any of the foregoing;




     (i) one or more judgments for the payment of money in an aggregate amount in excess of
$100,000,000 shall be rendered against a Borrower or any of its Restricted Subsidiaries or
any combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall
be legally taken by a judgment creditor to levy upon assets or properties of such Borrower
or any of its Restricted Subsidiaries to enforce any such judgment;









 



62



     (j) any Plan shall fail to satisfy the minimum funding standard required for any plan
year or a waiver of such standard or extension of any amortization period is sought or
granted under Section 412 of the Code, any Plan is, shall have been or is likely to be
terminated or the subject of termination proceedings under ERISA, any Plan shall
have an Unfunded Current Liability, or Weyerhaeuser has incurred or is likely to incur
a liability to or on account of a Plan under Sections 409, 502(i), 502(l), or 515 of ERISA
or Section 4975 of the Code, or Weyerhaeuser or any ERISA Affiliate has incurred or is
likely to incur a liability to or on account of a Plan under Sections 4062, 4063, 4064,
4069, 4201 or 4204 of ERISA; and there shall result from any such event or events referred
to in this Section 7.01(j) the imposition of a lien upon the assets of Weyerhaeuser or any
ERISA Affiliate, the granting of a security interest, a liability or a material risk of
incurring a liability to the PBGC or the Internal Revenue Service or a Plan or a trustee
appointed under ERISA or a liability or a material risk of incurring a liability under
Sections 409, 502(i) or 502(l) of ERISA or under Sections 4971 or 4975 of the Code; which,
in the good faith determination of the Required Lenders, will have a Material Adverse
Effect;




     (k) there shall have occurred a Change in Control of a Borrower; or




     (l) the OCBM Agreement shall cease, for any reason, to be in full force and effect, or
Weyerhaeuser shall contest the validity or enforceability thereof or otherwise fail to
comply with its obligations thereunder;


then, and in every such event (other than an event with respect to a Borrower described in Section
7.01(g) or 7.01(h) above), and at any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrowers,
take any or all of the following actions, at the same or different times: (i) terminate forthwith
the Commitments of the Lenders and terminate forthwith the obligation of any Fronting Bank to issue
Letters of Credit (and require any outstanding Letters of Credit to be cash collateralized in
accordance with Section 2.20(i)) and/or (ii) declare the Loans then outstanding to the Borrowers to
be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall
become forthwith due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in
any other Loan Document to the contrary notwithstanding; and in any event with respect to a
Borrower described in Sections 7.01(g) or 7.01(h) above, the Commitments of the Lenders and the
obligation of any Fronting Bank to issue Letters of Credit shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything
contained herein or in any other Loan Document to the contrary notwithstanding.











 



63




ARTICLE VIII




THE ADMINISTRATIVE AGENT




          Section 8.01 The Administrative Agent. In order to expedite the transactions contemplated by this
Agreement, JPMorgan Chase Bank is hereby appointed to act as Administrative Agent on
behalf of the Lenders, the Swing Line Banks, and the Fronting Banks. Each of the Lenders, the
Swing Line Banks and the Fronting Banks, and each assignee thereof, hereby irrevocably authorizes
the Administrative Agent to take such actions on behalf of such Lender, the Swing Line Banks and
such Fronting Bank and to exercise such powers as are specifically delegated to the Administrative
Agent by the terms and provisions hereof, together with such actions and powers as are reasonably
incidental thereto.




          The Administrative Agent is hereby expressly authorized by the Lenders, the Swing Line Banks
and the Fronting Banks, without hereby limiting any implied authority, (a) to receive on behalf of
the Lenders, the Swing Line Banks and the Fronting Banks all payments of principal of and interest
on the Loans, all reimbursements made with respect to L/C Disbursements and all other amounts due
to the Lenders, the Swing Line Banks and the Fronting Banks hereunder, and promptly to distribute
to each Lender, each Swing Line Bank and each Fronting Bank its proper share of each payment so
received; (b) to give prompt notice on behalf of the Lenders, the Swing Line Banks and the Fronting
Banks to the Borrowers of any Event of Default specified in this Agreement of which the
Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c)
to distribute promptly to each Lender, each Swing Line Bank and each Fronting Bank copies of all
notices, financial statements and other materials delivered by the Borrowers pursuant to this
Agreement as received by the Administrative Agent.




          Neither the Administrative Agent nor any of its directors, officers, employees or agents shall
be liable as such to any Lender, any Swing Line Bank or any Fronting Bank for any action taken or
omitted by any of them except for its or his own gross negligence or willful misconduct, or be
responsible for any statement, warranty or representation herein or the contents of any document
delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrowers of any of the terms, conditions, covenants or agreements
contained in any Loan Document. The Administrative Agent shall not be responsible to the Lenders,
the Swing Line Banks and the Fronting Banks for (i) the due execution, genuineness, validity,
enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments
or agreements or (ii) the satisfaction of any condition set forth in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent. The
duties of the Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other Loan Document a
fiduciary relationship in respect of any Lender, any Swing Line Bank or any Fronting Bank. The
Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in
accordance with written instructions signed by the Required Lenders, the Lenders, the Swing Line
Banks or any Fronting Bank, as the case may be, and, except as otherwise specifically provided
herein, such instructions and any action or inaction pursuant thereto shall be binding on all of
the Lenders, the Swing Line Banks and all of the Fronting Banks. The Administrative Agent shall,
in the absence










 



64



of knowledge to the contrary, be entitled to rely on any instrument or document
believed by it to be genuine and correct and to have been signed or sent by the proper person or
persons. The Administrative Agent may also rely upon any statement made to it orally or by
telephone and believed to be made by the proper Person, and shall not incur any liability for
relying thereon.




          Neither the Administrative Agent nor any of its directors, officers, employees or agents shall
have any responsibility to the Borrowers on account of the failure of or delay in performance or
breach by any Lender, any Swing Line Bank or any Fronting Bank of any of its obligations hereunder
or to any Lender, any Swing Line Bank or any Fronting Bank on account of the failure of or delay in
performance or breach by any other Lender, any Swing Line Bank, any Fronting Bank or the Borrowers
of any of their respective obligations hereunder or under any other Loan Document or in connection
herewith or therewith. The foregoing shall not limit the obligations of JPMorgan Chase Bank (or
its successors and assigns) in its capacity as Lender hereunder. The Administrative Agent may
execute any and all duties hereunder by or through agents or employees and shall be entitled to
rely upon the advice of legal counsel (who may be counsel for a Borrower), independent accountants
and other experts selected by it with respect to all matters arising hereunder and shall not be
liable for any action taken or suffered in good faith by it in accordance with the advice of such
counsel. The exculpatory provisions of this Article VIII shall apply to any such agent or
employee, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent.




          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, the Lenders, the Swing Line Banks
and the Fronting Banks hereby acknowledge that (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default or Event of Default has
occurred and is continuing, (b) the Administrative Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of this Agreement
unless it shall be requested in writing to do so by the Required Lenders, the Lenders, the Swing
Line Banks or any Fronting Bank, as the case may be, and (c) except as expressly set forth herein,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrowers or any of their respective
Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its
Affiliates in any capacity.




          Subject to the appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by notifying the Lenders, the Swing Line
Banks, the Fronting Banks and the Borrowers. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
on behalf of the Lenders, the Swing Line Banks and the Fronting Banks, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York, having a combined
capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor bank, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent and the retiring Administrative










 



65



Agent shall be discharged from its duties and
obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of
this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.




          With respect to the Loans made by it hereunder, the Administrative Agent in its individual
capacity and not as Administrative Agent shall have the same rights and powers as any other Lender
and may exercise the same as though it were not the Administrative Agent, and the Administrative
Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind
of business with the Borrowers or any of their respective Subsidiaries or other Affiliate thereof
as if it were not the Administrative Agent.




          Each of the Lenders, the Swing Line Banks and each of the Fronting Banks agrees (i) to
reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its
Commitment hereunder) of any expenses incurred for the benefit of the Lenders, the Swing Line Banks
and the Fronting Banks by the Administrative Agent, including counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, the Swing Line Banks and
the Fronting Banks, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and
hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on
demand, in the amount of such pro rata share, from and against any and all losses, claims, damages,
liabilities and related expenses of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against it in its capacity as the Administrative Agent or any of them in any way
relating to or arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to the extent the
same shall not have been reimbursed by the Borrowers; provided that no Lender, nor any
Swing Line Bank nor any Fronting Bank shall be liable to the Administrative Agent for any portion
of such losses, claims, damages, liabilities and related expenses resulting from the gross
negligence or willful misconduct of the Administrative Agent or any of its directors, officers,
employees, or agents.




          Each of the Lenders, the Swing Line Banks and each of the Fronting Banks acknowledges that it
has, independently and without reliance upon the Administrative Agent, any other Lender, any Swing
Line Bank or any Fronting Bank and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the
Lenders, the Swing Line Banks and each Fronting Bank also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any other Lender, any Swing Line Bank or any
Fronting Bank and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement or any other Loan Document, any related agreement or any document furnished
hereunder or thereunder.




          Section 8.02 Other Agents. Each of the Lenders, the Swing Line Banks, each of the Fronting Banks
and each of the Borrowers acknowledges (A) that each of the Lead Arrangers in their capacity as
Lead Arranger, Joint Book Runner, Syndication Agent, Documentation Agents, and Co-Documentation
Agent do not have any responsibility or liability hereunder, and (B) that the titles “Lead
Arranger,” are purely honorary in nature.










 



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ARTICLE IX




MISCELLANEOUS




          Section 9.01 Notices. Notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed or sent by telecopy to the address
specified below, or such other address as such party shall hereafter have specified by written
notice to the Administrative Agent and the Borrowers:





     (a) if to a Borrower by hand or courier service, to such Borrower at 33663 Weyerhaeuser
Way South, Federal Way, Washington, or by facsimile to (253) 924-3543, in each case to the
Attention of Vice President and Treasurer with a copy to Secretary;




     (b) if to the Administrative Agent or a Lender, to it at its address (or telecopy
number) set forth in Schedule 9.01 or in the Assignment and Acceptance pursuant to which
such Lender became a party hereto.



          Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrowers may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.




          All notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered
by hand or overnight courier service or sent by telecopy or other telegraphic communications
equipment of the sender, in each case delivered, sent or mailed (properly addressed) to such party
as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such
party given in accordance with this Section 9.01.




          Section 9.02 Survival of Agreement. All covenants, agreements, representations and warranties made
by the Borrowers herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders, the Swing Line Banks and the Fronting Banks and shall survive
the making of the Loans and the issuance of the Letters of Credit, regardless of any investigation
made by the Lenders, the Swing Line Banks or the Fronting Banks or on their behalf, and shall
continue in full force and effect as long as the principal of or any accrued interest on any Loan
or any Fee or any L/C Disbursement or any other amount payable under this Agreement or any other
Loan Document is outstanding and unpaid and so long as the Commitments and all Letters of Credit
hereunder have not been terminated.




          Section 9.03 Binding Effect. This Agreement shall become effective when it shall have been
executed by the Borrowers and the Administrative Agent and when the










 



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Administrative Agent shall have
received copies hereof which, when taken together, bear the signatures of each
Lender, each Swing Line Bank and each Initial Fronting Bank and thereafter shall be binding
upon and inure to the benefit of the Borrowers, the Administrative Agent, each Lender, each Swing
Line Bank, each Fronting Bank and their respective successors and assigns, except that, other than
as provided in Section 6.01(c) and Section 6.02(d), neither Borrower shall have the right to assign
or delegate its rights or obligations hereunder or any interest herein without the prior consent of
all the Lenders, the Swing Line Banks and the Fronting Banks.




          Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that, other than as provided in Section 6.01(c) and Section 6.02(d),
neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by a
Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.




          (b) Any Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it and its interests in, rights to payment under and obligations with respect to the
Letters of Credit issued at such time); provided that (i) except in the case of an
assignment to a Lender or a Lender Affiliate, each of the Borrowers must give their prior written
consent to such assignment (which consents shall not be unreasonably withheld or delayed), (ii)
each of the Fronting Banks, the Swing Line Banks and the Administrative Agent must give their prior
written consent to such assignment (which consents shall not be unreasonably withheld or delayed),
(iii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the
entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent,
(iv) each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement, except that this clause (iv) shall
not apply to rights in respect of outstanding Competitive Loans, (v) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (vi) the assignee, if it shall not be a Lender prior
to such assignment, shall deliver to the Administrative Agent an Administrative Questionnaire; and
provided further that any consent of a Borrower otherwise required under this
paragraph shall not be required if a Default or Event of Default has occurred and is continuing.
Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and
after the effective date specified in each Assignment and Acceptance the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering










 



68



all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11,
2.13, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.




          (c) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall
maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive
(absent manifest error), and the Borrowers, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.




          (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, if any, the Administrative Agent shall accept such Assignment and Acceptance and record
the information contained therein in the Register. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.




          (e) Any Lender may, without the consent of the Borrowers, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to
it and its interests in, rights to payment under and obligations with respect to the Letters of
Credit issued hereunder); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.08(b) that affects such
Participant. Subject to paragraph (f) of this Section, the Borrowers agree that each Participant
shall be entitled to the benefits of Sections 2.11, 2.13 and 2.17 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section
9.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as
though it were a Lender.










 



69




          (f) A Participant shall not be entitled to receive any greater payment under Section 2.11 or
2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrowers’ prior written consent.




          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement and the other Loan Documents (including, without limitation, any
notes held by it pursuant to Section 2.05(e)) to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank, without notice to, or consent
of the Borrower or the Administrative Agent, and this Section 9.04 shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.




          (h) Weyerhaeuser authorizes each Lender to disclose to any Participant or assignee and any
prospective Participant or assignee any and all financial information in such Lender’s possession
concerning Weyerhaeuser or any Subsidiary of Weyerhaeuser which has been delivered to such Lender
by a Borrower pursuant to this Agreement or which has been delivered to such Lender by a Borrower
in connection with such Lender’s credit evaluation of a Borrower prior to entering into this
Agreement; provided that such Participant or assignee or prospective Participant or
assignee agrees to treat any such information which is not public as confidential in accordance
with the terms of the Agreement.




          Section 9.05 Expenses; Indemnity. (a) The Borrowers jointly and severally agree to pay all
reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the
preparation of this Agreement and the other Loan Documents or in connection with any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
hereby contemplated shall be consummated) or incurred by the Administrative Agent, any Lender, any
Swing Line Bank or any Fronting Bank in connection with the enforcement or protection of their
rights in connection with this Agreement and the other Loan Documents or in connection with the
Loans made and the Letters of Credit issued, including the fees and disbursements of Simpson
Thacher & Bartlett LLP, special counsel for the Administrative Agent, and, in connection with any
such amendment, modification or waiver made in connection with any such enforcement or protection,
the fees and disbursements of any other counsel for the Administrative Agent, any Lender or any
Fronting Bank. The Borrowers further agree jointly and severally that they shall indemnify the
Lenders, the Swing Line Banks and the Fronting Banks from and hold them harmless against any
documentary taxes, assessments or charges made by any Governmental Authority by reason of the
execution and delivery of this Agreement, any of the other Loan Documents or any Letters of Credit.




          (b) Each Borrower will indemnify the Administrative Agent, each Lender, each Swing Line Bank,
each Fronting Bank and the directors, officers, employees and agents of each of the foregoing (each
such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of, in any
way connected with, or as a result of (i) the execution or delivery by such Borrower of this
Agreement or any other Loan Document or any agreement or instrument










 



70



contemplated hereby or thereby, the performance by the parties thereto of their respective
obligations thereunder or the consummation of the Transactions and the other transactions
contemplated hereby and thereby, (ii) the use of the proceeds of the Loans by such Borrower or of
the Letters of Credit issued on behalf of Weyerhaeuser or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses have resulted from the
gross negligence or willful misconduct of such Indemnitee.




          (c) It is understood and agreed that, to the extent not precluded by a conflict of interest,
each Indemnitee shall endeavor to work cooperatively with Weyerhaeuser with a view toward
minimizing the legal and other expenses associated with any defense and any potential settlement or
judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is
anticipated that a single counsel selected by Weyerhaeuser may be used. Settlement of any claim or
litigation involving any material indemnified amount will require the approval of Weyerhaeuser (not
to be unreasonably withheld).




          (d) The provisions of this Section 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Loans or L/C Disbursements, the termination of any
Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any
Lender, any Swing Line Bank or any Fronting Bank. All amounts due under this Section 9.05 shall be
payable on written demand therefor.




          Section 9.06 Right of Setoff. If any Event of Default shall have occurred and be continuing, each
Lender, each Swing Line Bank and each Fronting Bank is hereby authorized at any time and from time
to time, without notice to such Borrower (any such notice being expressly waived by such Borrower),
to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other indebtedness at any time
owing by such Lender, such Swing Line Bank or such Fronting Bank or any of their respective
Affiliates to or for the credit or the account of such Borrower against any of and all the
obligations of such Borrower now or hereafter existing under this Agreement and any other Loan
Documents held by such Lender, such Swing Line Bank or such Fronting Bank, irrespective of whether
or not such Lender, such Swing Line Bank or such Fronting Bank shall have made any demand under
this Agreement or such other Loan Document and although such obligations may be unmatured. The
rights of each Lender, each Swing Line Bank and each Fronting Bank under this Section 9.06 are in
addition to other rights and remedies (including other rights of setoff) which such Lender, such
Swing Line Bank or such Fronting Bank may have.




     Section 9.07 Applicable Law. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS HEREUNDER AND THEREUNDER OF THE PARTIES HERETO AND THERETO (OTHER THAN AS RELATED TO
LETTERS OF CREDIT) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED AND












 





71



INTERPRETED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO
SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993
REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500 (THE “UNIFORM CUSTOMS”)
AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.




     Section 9.08   Waivers; Amendment. (a) No failure or delay of the Administrative
Agent, any Lender, any Swing Line Bank or any Fronting Bank in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the Lenders, the Swing Line Banks and the Fronting
Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies which they would otherwise have. No waiver of any provision of this Agreement
or any other Loan Document or consent to any departure by the Borrowers therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver
or consent shall be effective only in the specific instance and for the purpose for which given.
No notice or demand on the Borrowers in any case shall entitle the Borrowers to any other or
further notice or demand in similar or other circumstances.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required
Lenders; provided, however, that no such agreement shall (i) change the principal
amount of, or extend or advance the maturity of or any date for the scheduled payment of any
principal of or interest on, any Loan, or extend the stated maturity of any Letter of Credit beyond
the date that is five Business Days prior to the Termination Date or waive or excuse any such
scheduled payment or any part thereof, or decrease the rate of interest on any Loan, without the
prior written consent of each Lender affected thereby, (ii) change the Commitment or decrease or
extend any date for the payment of the Facility Fees, Utilization Fees or L/C Participation Fees of
any Lender without the prior written consent of such Lender, or (iii) amend or modify the
provisions of Section 2.14, the provisions of this Section 9.08 or the definition of “Termination
Date” or “Required Lenders,” without prior written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, any Swing Line Bank or any Fronting Bank, as the case may be,
hereunder without the prior written consent of the Administrative Agent, Swing Line Bank or
Fronting Bank, as the case may be. Each Lender shall be bound by any waiver, amendment or
modification authorized by this Section 9.08, and any consent by any Lender pursuant to this
Section 9.08 shall bind any person subsequently acquiring a Loan from it.



     Section 9.09   Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the applicable interest rate, together with all fees and charges which are
treated as interest under applicable law (collectively the “Charges”), as provided for
herein or in any other Loan Document, or otherwise
contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum
lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by such Lender in accordance with









 



72



applicable law, the rate of interest payable with
respect to each Loan owing to each Lender, together with all Charges payable to such Lender, shall
be limited to the Maximum Rate.



     Section 9.10   Entire Agreement. This Agreement and the other Loan Documents and the
letter agreements referred to in Section 2.04(b) (with respect to the payment of fees only)
constitute the entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof is superseded by
this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement
or the other Loan Documents.



     Section 9.11   WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.11.



     Section 9.12   Severability. In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



     Section 9.13   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one contract, and shall become effective as provided in Section 9.03.



     Section 9.14   Headings. The cover page, the Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into consideration in interpreting, this
Agreement.



     Section 9.15   Jurisdiction; Consent to Service of Process. (a) Each of the
Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the United States of
America sitting in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or the other Loan Documents, or for









 



73



recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any Lender, the
Administrative Agent, any Swing Line Bank or any Fronting Bank may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents against either Borrower
or its properties in the courts of any jurisdiction.



     (b) Each of the Borrowers hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court located in New York City. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.



     (c) Each of the Borrowers hereby irrevocably designates, appoints and empowers CT Corporation
System, Inc. presently located at 111 Eighth Avenue, New York, New York 10011, as its designee,
appointee and attorney-in-fact to receive, accept and acknowledge for and on its behalf, and in
respect of its property, service of any and all legal process, summons, notices and documents which
may be served in any such action or proceeding. If for any reason such designee, appointee and
attorney-in-fact shall cease to be available to act as such, each Borrower agrees to designate a
new designee, appointee and attorney-in-fact in New York City on the terms and for purposes of this
provision satisfactory to the Administrative Agent. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.



     Section 9.16   Domicile of Loans. Each Lender may transfer and carry its Loans at, to
or for the account of any office, subsidiary or Affiliate of such Lender.



     Section 9.17   Restricted and Unrestricted Subsidiaries. (a) Set forth on Schedule
3.08 Part I is a list of all of the Restricted Subsidiaries and Unrestricted Subsidiaries of
Weyerhaeuser as of the Closing Date.



     (b) Set forth on Schedule 3.08 Part II is a list of all of the Restricted Subsidiaries and
Unrestricted Subsidiaries of WRECO as of the Closing Date.



     (c) After the Closing Date, a Financial Officer of Weyerhaeuser may, provided that no Default
or Event of Default has occurred and is continuing, designate a Restricted Subsidiary as an
Unrestricted Subsidiary by notice sent to all of the Lenders, provided that (i) no such
designation shall be effective unless immediately after giving effect thereto there would exist no
Default or Event of Default; (ii) any such designation shall be effective not less than five
Business Days after written notice thereof shall have been provided to each Lender; and









 



74



(iii) upon
such designation, Schedule 3.08 Part I shall be deemed to be amended to reflect such designation.
Any Person that becomes a Subsidiary (by formation, acquisition, merger or otherwise) after the
Closing Date shall automatically be deemed to be a Restricted Subsidiary of Weyerhaeuser as of the
date it becomes a Subsidiary unless designated as an Unrestricted Subsidiary pursuant to the terms
hereof.



     (d) After the Closing Date, a Financial Officer of Weyerhaeuser may, provided that no Default
or Event of Default has occurred and is continuing, designate an Unrestricted Subsidiary as a
Restricted Subsidiary by notice sent to all of the Lenders, provided that (w) no such
designation shall be effective unless immediately after giving effect thereto there would exist no
Default or Event of Default; (x) no such designation shall be effective unless immediately after
giving effect thereto Weyerhaeuser is in compliance with Sections 6.01(d) and 6.01(e); (y) any such
designation shall be effective not less than five Business Days after written notice thereof shall
have been provided to each Lender; and (z) upon such designation, Schedule 3.08 Part I shall be
deemed to be amended to reflect such designation.



     (e) After the Closing Date, any Subsidiary of WRECO (i) which is organized and existing under
the laws of the United States or any state of the United States, Puerto Rico or the Dominion of
Canada or any province thereof and (ii) of which substantially all of the physical properties are
located, and substantially all of the business is carried on, in the United States of America,
Puerto Rico or Canada may, provided that no Default or Event of Default has occurred and is
continuing, be designated as a Restricted Subsidiary by WRECO, subject to the limitations described
in Subsection 9.17(f) below. Any Person that becomes a Subsidiary of WRECO (by formation,
acquisition, merger or otherwise) after the Closing Date shall automatically be deemed to be an
Unrestricted Subsidiary of WRECO as of the date it becomes a Subsidiary unless designated as a
Restricted Subsidiary pursuant to the terms hereof.



     (f) After the Closing Date, Weyerhaeuser may, provided that no Default or Event of Default has
occurred and is continuing, cause a Financial Officer of WRECO to designate an Unrestricted
Subsidiary as a Restricted Subsidiary by notice sent to all of the Lenders, provided that
(v) such Subsidiary satisfies the requirements of Subsection 9.17(e) above; (w) no such designation
shall be effective unless immediately after giving effect thereto there would exist no Default or
Event of Default; (x) WRECO could incur at least $1 of
additional Senior Debt under Subsection 6.02(b); (y) any such designation shall be effective
not less than five Business Days after written notice thereof shall have been provided to each
Lender; and (z) upon such designation, Schedule 3.08 Part II shall be deemed to be amended to
reflect such designation.



     (g) After the Closing Date, Weyerhaeuser may, provided that no Default or Event of Default has
occurred and is continuing, cause a Financial Officer of WRECO to designate a Restricted Subsidiary
as an Unrestricted Subsidiary by notice sent to all of the Lenders, provided that (v) no
such designation shall be effective unless immediately after giving effect thereto there would
exist no Default or Event of Default; (w) WRECO could incur at least $1 of additional Senior Debt
under Subsection 6.02(b); (x) the aggregate amount of Real Estate Assets owned by all Subsidiaries
of WRECO, determined on a consolidated basis, which have been or are to be, as the case may be,
designated as Unrestricted Subsidiaries during the 365 consecutive days ending on and including the
effective date of such proposed designation, shall









 



75



not exceed 15% of the aggregate amount of Real
Estate Assets owned by WRECO and its Restricted Subsidiaries as of the beginning of such 365 day
period; (y) any such designation shall be effective not less than five Business Days after written
notice thereof shall have been provided to each Lender; and (z) upon such designation, Schedule
3.08 Part II shall be deemed to be amended to reflect such designation.



     Section 9.18   USA PATRIOT Act. Each Lender hereby notifies each Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies each Borrower, which information includes the name and address of such Borrower and
other information that will allow such Lender to identify such Borrower in accordance with the Act.



[Signatures follow.]










 



 


     IN WITNESS WHEREOF, the Borrowers, the Administrative Agent, the Swing Line Banks, the Initial
Fronting Banks and the Lenders have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	WEYERHAEUSER COMPANY, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Jeffrey W. Nitta 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	WEYERHAEUSER REAL ESTATE COMPANY,
as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Jeffrey W. Nitta 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Credit Agreement — Signature Page]











 



 

	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

individually and as an Initial Fronting Bank, a

Swing Line Bank and the Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	William P. Rindfuss 	 
	 	 	Title:  	Vice President 	 





[Credit Agreement — Signature Page]










 



 

	 	 	 	 	 




	 	 	 	 	 
	 	CITIBANK, N.A., individually and as an Initial

Fronting Bank, a Swing Line Bank and the

Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 

	 	 	 	 	 
	 	BANK OF AMERICA, N.A., individually and as a

Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC., as a

Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, 

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., individually and as a Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, individually and as

a Co-Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Credit Agreement — Signature Page]











 



 




LENDERS




	 	 	 	 	 	 	 
	 	 	                                                            , as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Credit Agreement — Signature Page]











 



 




EXHIBIT A




FORM OF REVOLVING BORROWING REQUEST




JPMorgan Chase Bank, N.A., as Administrative Agent

for the Lenders referred to below,

270 Park Avenue

New York, New York 10017




[Date]




Attention: [                    ]




Ladies and Gentlemen:




     The undersigned, [Weyerhaeuser Company][Weyerhaeuser Real Estate Company] (the “Borrower”),
refers to the $1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement dated as
of December 19, 2006 (as it may hereafter be amended, modified, extended or restated from time to
time, the “Credit Agreement”), among the Borrowers, the lenders party thereto from time to time,
JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Bank and an Initial Fronting Bank,
Citibank, N.A., as the Syndication Agent, a Swing Line Bank and an Initial Fronting Bank, Bank of
America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Documentation Agents, and Morgan Stanley Bank, as Co-Documentation Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given such terms in the
Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.02(e) of the Credit
Agreement that it requests a Revolving Borrowing under the Credit Agreement, and in that connection
sets forth below the terms on which such Borrowing is requested to be made:



	 	 	 	 	 	 	 
	(A)

	 	Date of Borrowing (which is a Business Day)
	 	 

	 	 
	 
	 	 	 	 	 	 
	(B)

	 	Principal Amount of Borrowing1
	 	 

	 	 
	 
	 	 	 	 	 	 
	(C)

	 	Interest rate basis2
	 	 

	 	 
	 
	 	 	 	 	 	 
	(D)

	 	Interest Period and the last day thereof3
	 	 

	 	 








 




			
	1	 	Not less than $25,000,000 and in integral multiples
of $1,000,000 in excess thereof (or an aggregate principal amount equal to the
remaining balance of the available Commitments) or greater than the Total
Commitment then available.
	 
	2	 	Eurodollar Loan or Base Rate Loan.
	 
	3	 	Which shall be subject to the definition of
“Interest Period” and end not later than the then existing
Termination Date.




A-1







 




Upon acceptance of any or all of the Revolving Loans offered by the Lenders in response to this
request, the Borrower shall be deemed to have represented and warranted that the conditions to
lending specified in Sections 4.01(b) and (c) of the Credit Agreement have been satisfied.




	 	 	 	 	 
	 	Very truly yours,



WEYERHAEUSER COMPANY,

as Borrower,

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	WEYERHAEUSER REAL ESTATE COMPANY,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 






A-2







 






EXHIBIT B




FORM OF ADMINISTRATIVE QUESTIONNAIRE




Weyerhaeuser Company




	 	 	 	 	 	 	 
	Agent Address:

	 	JPMorgan Chase Bank, N.A.
	 	Closing Contact:
	 	Katie Rose
	 

	 	JPMorgan Loan Services
	 	Telephone:
	 	 713.750.2979
	 

	 	 1111 Fannin Street, 10th Fl.
	 	Facsimile:
	 	 713.750.2666
	 

	 	Houston, TX 77002
	 	E-mail:
	 	katie.x.rose@jpmchase.com












	 	 	It is very important that all of the requested information be completed
accurately and that this questionnaire be returned promptly. If your
institution is sub-allocating its allocation, please fill out an administrative
questionnaire for each legal entity.









Legal Name of Lender to appear in Documentation:




 





	 	 	 	 	 
	Tax ID Number:

	 	 	 	 
	 
	 	 
	 	 







	 	 	 	 	 
	Signature Block Information:

	 	 
	 	 
	 
	 	 
	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	Signing Credit Agreement
	 	Yes
	 	No
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	Coming in via Assignment
	 	Yes
	 	No
	 	 





Type of Lender:



Bank ٱ Asset Manager ٱ Broker/Dealer ٱ CLO/CDO ٱ Finance Company ٱ Hedge Fund ٱ Insurance ٱ Mutual
Fund ٱ Pension Fund ٱ Other Regulated Investment Fund ٱ Special Purpose Vehicle ٱ Other-please
specify) ٱ




	 	 	 
	Lender Parent:
	 	 
	 

	 	 





	 	 	 
	Domestic Address	 	Eurodollar Address
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 







B-1







 




Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.




	 	 	 
	 	Primary Credit Contact	Secondary Credit Contact
	 

	 	 




Syndicate-level information (which may contain material non-public information about the Borrower
and its related parties or their respective securities) will be made available to the Credit
Contact(s). The Credit Contacts identified must be able to receive such information in accordance
with his/her institution’s compliance procedures and applicable laws, including Federal and state
securities laws.




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	 	 	Primary Credit Contact	 	Secondary Credit Contact
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 





	 	 	 	 	 
	 	 	Bid Contact	 	L/C Contact
	Name:
	 	 	 	 
	 

	 	 
	 	 
	Company:
	 	 	 	 
	 

	 	 
	 	 
	Title:
	 	 	 	 
	 

	 	 
	 	 
	Address:
	 	 	 	 
	 

	 	 
	 	 
	 
	Telephone:
	 	 	 	 
	 

	 	 
	 	 
	Facsimile:
	 	 	 	 
	 

	 	 
	 	 
	E-Mail Address:
	 	 	 	 
	 

	 	 
	 	 







B-2







 




Lender’s Domestic Wire Instructions




	 	 	 
	Bank Name:
	 	 
	 

	 	 
	ABA/Routing No.:
	 	 
	 

	 	 
	Account Name:
	 	 
	 

	 	 
	Account No.:
	 	 
	 

	 	 
	FFC Account Name:
	 	 
	 

	 	 
	FFC Account No.:
	 	 
	 

	 	 
	Attention:
	 	 
	 

	 	 
	Reference:
	 	 
	 

	 	 





Lender’s Foreign Wire Instructions




	 	 	 
	Currency:
	 	 
	 

	 	 
	Bank Name:
	 	 
	 

	 	 
	Swift/Routing No.:
	 	 
	 

	 	 
	Account Name:
	 	 
	 

	 	 
	Account No.:
	 	 
	 

	 	 
	FFC Account Name:
	 	 
	 

	 	 
	FFC Account No.:
	 	 
	 

	 	 
	Attention:
	 	 
	 

	 	 
	Reference:
	 	 
	 

	 	 





Agent’s Wire Instructions




	 	 	 
	Bank Name:

	 	JPMorgan Chase Bank, N.A.
	ABA/Routing No.:

	 	 021 000 021
	Account Name:

	 	Weyerhaeuser Clearing
	Account No.:

	 	 144 813 465
	FFC Account Name:
	 	 
	 

	 	 
	FFC Account No.:
	 	 
	 

	 	 
	Attention:

	 	Loan Operations
	Reference:
	 	 
	 

	 	 






B-3







 




Tax Documents




NON-U.S. LENDER INSTITUTIONS:




I. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It
is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with
the U.S. Please refer to the instructions when completing the form applicable to your institution.
In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. An original tax form must be submitted.




II. Flow-Through Entities:



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed
by the intermediary together with a withholding statement. Flow-through entities other than
Qualified Intermediaries are required to include tax forms for each of the underlying beneficial
owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.




U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised
that we request that you submit an original Form W-9.



Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned prior to the first payment of income.
Failure to provide the proper tax form when requested may subject your institution to U.S. tax
withholding.






B-4







 






EXHIBIT C




[FORM OF]

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the $1,000,000,000 Competitive Advance and Revolving Credit Facility
Agreement dated as of December 19, 2006 (the “Credit Agreement”), among Weyerhaeuser Company, a
Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company (“WRECO,” together with
Weyerhaeuser, the “Borrowers” and each, individually, a “Borrower”), the lenders party thereto from
time to time (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”) and as a Swing Line Bank and an Initial Fronting
Bank, Citibank, N.A., as the Syndication Agent, a Swing Line Bank and an Initial Fronting Bank,
Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Documentation Agents, and Morgan Stanley Bank, as Co-Documentation Agent. Terms defined
in the Credit Agreement are used herein with the same meanings.



     1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective
Date set forth on the Schedule attached hereto, the interests set forth on the Schedule attached
hereto (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit
Agreement, including, without limitation, the interests set forth on the Schedule attached hereto
in the Commitment of the Assignor on the Effective Date and the Loans owing to the Assignor which
are outstanding on the Effective Date, together with unpaid interest accrued on the assigned Loans
to the Effective Date and the amount, if any, set forth on the Schedule attached hereto of the Fees
accrued to the Effective Date for the account of the Assignor. Each of the Assignor and the
Assignee hereby agrees to be bound by Section 9.04 of the Credit Agreement, a copy of which has
been received by each such party and the Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned and that such interest is free and clear of any
lien or adverse claim. From and after the Effective Date, (i) the Assignee shall be a party to and
be bound by the provisions of the Credit Agreement and, to the extent of the interest assigned by
this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under
the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this
Assignment and Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.



     2. This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is organized under the laws of a jurisdiction outside the United States, the
forms specified in Section 2.17(f) of the Credit Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form of Exhibit B to the Credit Agreement and (iii) a
processing and recordation fee of $3,500.



     3. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York.



	 	 	 	 	 	 	 
	Date of Assignment:
	 	 	 	 	 	 
	 

	 	 
	 	 

	 	 







C-1







 




	 	 	 	 	 	 	 	 	 
	The terms set forth above and on the
Schedule attached hereto are hereby
agreed to:	 	Accepted:	 	 
	 
	 	 	 	 	 	 	 	 
	                                        , as Assignor,	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent, a Swing Line
Bank and
 a Fronting Bank	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	Title:	 	 
	                                        , as Assignee,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CITIBANK, N.A., as Syndication
Agent, a
 Swing Line Bank and a
Fronting Bank	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[WEYERHAEUSER
COMPANY], 

as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[WEYERHAEUSER REAL
ESTATE
 COMPANY],
as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[Add other consents, if required
pursuant to
     Section 9.04(b)]	 	 







C-2







 




EXHIBIT C

Schedule to Assignment and Acceptance




	 	 	 	 	 
	Legal Name of Assignor:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Legal Name of Assignee:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Assignee’s Address for Notices:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment,
unless waived by the Administrative Agent):
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Assigned of
	 	 	 	 	 	 	Commitment thereunder (set
	 	 	 	 	 	 	forth, to at least 8 decimals)
	 	 	 	 	 	 	as a percentage of the
	 	 	 	 	 	 	aggregate Commitments of
	Facility	 	Principal Amount Assigned	 	all Lenders thereunder
	Loans:
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	Commitments:
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 	 	 
	Fees Assigned (if any):
	 	$	 	 	 	 	%	 








C-3







 






EXHIBIT D-1




FORM OF CERTIFICATION OF FINANCIAL STATEMENTS FOR WEYERHAEUSER




     This is to certify that the consolidated statements attached hereto required by Section 5.04
of the $1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement dated as of
December 19, 2006 by and among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, the Lenders
party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders
and as a Swing Line Bank and an Initial Fronting Bank, Citibank, N.A., as Syndication Agent and as
a Swing Line Bank and an Initial Fronting Bank, Bank of America, N.A., Deutsche Bank Securities
Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and Morgan
Stanley Bank, as Co-Documentation Agent (the “Credit Agreement”; capitalized terms used herein
without definition shall have the meanings given them in the Credit Agreement), fairly present the
financial position and results of operations of Weyerhaeuser Company and its consolidated
Subsidiaries as of ___, 20___and for the period then ended on a consolidated basis in
accordance with GAAP consistently applied except as noted therein.



Dated:                     , 20__




	 	 	 	 	 	 	 
	 	 	WEYERHAEUSER COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







D-1-1







 






EXHIBIT D-2




FORM OF CERTIFICATION OF FINANCIAL STATEMENTS FOR WRECO




     This is to certify that the consolidated statements attached hereto required by Section 5.04
of the $1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement dated as of
December 19, 2006 by and among Weyerhaeuser Company, Weyerhaeuser Real Estate Company, the Lenders
party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders
and as Swing Line Bank and an Initial Fronting Bank, Citibank, N.A., as Syndication Agent and as a
Swing Line Bank and an Initial Fronting Bank, Bank of America, N.A., Deutsche Bank Securities Inc.
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and Morgan Stanley
Bank, as Co-Documentation Agent (the “Credit Agreement”; capitalized terms used herein without
definition shall have the meanings given them in the Credit Agreement), fairly present the
financial position and results of operations of Weyerhaeuser Real Estate Company and its
consolidated Subsidiaries as of                     , 20___and for the period then ended on a consolidated
basis in accordance with GAAP consistently applied except as noted therein.



Dated:                     , 20__




	 	 	 	 	 	 	 
	 	 	WEYERHAEUSER REAL ESTATE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








D-2-1







 






EXHIBIT D-3




FORM OF COMPLIANCE CERTIFICATE FOR WEYERHAEUSER




THE UNDERSIGNED HEREBY CERTIFY THAT:





     (i) We are the duly elected                      and                      of Weyerhaeuser Company, a
Washington corporation (“Weyerhaeuser”);




     (ii) We have reviewed the terms of the $1,000,000,000 Competitive Advance and Revolving
Credit Facility Agreement dated as of December 19, 2006, by and among Weyerhaeuser, WRECO,
the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders and as Swing Line Bank and an Initial Fronting Bank, Citibank, N.A.,
as Syndication Agent and as a Swing Line Bank and an Initial Fronting Bank, Bank of America,
N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Documentation Agents, and Morgan Stanley Bank, as Co-Documentation Agent (the
“Credit Agreement”; capitalized terms used herein without definition shall have the meanings
given them in the Credit Agreement), and we have made, or have caused to be made under our
supervision, a detailed review of the transactions and conditions of Weyerhaeuser and its
Subsidiaries during the accounting period covered by the attached financial statements; and




     (iii) [No Event of Default or Default has occurred.] [An Event of Default or Default
has occurred. [If so, specify the nature and extent thereof and any corrective action taken
or proposed to be taken with respect thereto.]]



          Describe below (or in a separate attachment to this Officers’ Certificate) the exceptions, if
any, to paragraph (iii) by listing, in detail, the nature of the condition or event and the period
during which it has existed:




 





 





 





 





          The foregoing certifications, together with the computations set forth in Attachment No. 1
hereto and the financial statements delivered with this Officers’ Certificate in support hereof,
are made and delivered this ___day of                     , 20___pursuant to Subsection 5.04(c) of the
Credit Agreement.




	 	 	 	 	 	 	 
	Dated:                     , 20__	 	WEYERHAEUSER COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







D-3-1







 




ATTACHMENT NO. 1 TO

COMPLIANCE CERTIFICATE FOR

WEYERHAEUSER COMPANY AND RESTRICTED SUBSIDIARIES

COMPLIANCE WITH COVENANTS

AS OF                     , 20___

($000’s Omitted Except Ratio Amounts)




Section 6.01(d) — Debt Ratio as of                     , 20__





	1.	 	Total Funded Indebtedness:






	 	a.	 	Short Term Indebtedness (inclusive of Notes Payable and Commercial Paper)
	 
	 	b.	 	Current Maturities of Long Term Indebtedness and Capital Lease Obligations
	 
	 	c.	 	Long Term Indebtedness:






	 	(1)	 	Senior Long Term Indebtedness
	 
	 	(2)	 	Capital Lease Obligations
	 
	 	(3)	 	Subordinated Indebtedness






	 	 	 	Total Long Term Indebtedness (1+2+3)
	 
	 	d.	 	Indebtedness of Unrestricted Subsidiaries
	 
	 	e.	 	Indebtedness of WRECO and its consolidated Subsidiaries
	 
	 	f.	 	Other Indebtedness
	 
	 	 	 	Total Funded Indebtedness (a+b+c-d-e+f)






	2.	 	Total Adjusted Shareholders’ Interest:






	 	g.	 	Preferred, Preference and Common Shares
	 
	 	h.	 	Other Capital and Retained Earnings (plus or minus)
	 
	 	i.	 	Treasury Stock
	 
	 	j.	 	Investments in Unrestricted Subsidiaries
	 
	 	k.	 	Investments by Weyerhaeuser and its consolidated Subsidiaries in WRECO and its
consolidated Subsidiaries
	 
	 	l.	 	Adjustment related to impact of FASB Statement 158
	 
	 	 	 	Total Adjusted Shareholders’ Interest (g+h*-i-j-k+l*)






	3.	 	Total Capitalization (1+2)






	4.	 	Actual Debt Ratio (1/3)
	 
	 	 	Required Debt Ratio                                        65%





Section 6.01(e) – Net Worth as of                     , 20___




Total Adjusted Shareholders’ Interest (See item 2 above)




	 	 	 
	Required Total Adjusted Shareholders’ Interest

	$[          ]	 
	 
	 	 








 




			
	*	 	Adjustments pursuant to h and l may be negative or positive.



D-3-2









 





EXHIBIT D-4




FORM OF COMPLIANCE CERTIFICATE FOR WRECO




THE UNDERSIGNED HEREBY CERTIFY THAT:





    
 (i) We are the duly elected           
               
               
and                
               
           of Weyerhaeuser
Real Estate Company, a Washington corporation (“WRECO”);




     (ii) We have reviewed the terms of the $1,000,000,000 Competitive Advance and Revolving
Credit Facility Agreement dated as of December 19, 2006, by and among Weyerhaeuser, WRECO,
the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders and as a Swing Line Bank and an Initial Fronting Bank, Citibank N.A.,
as Syndication Agent and as a Swing Line Bank and an Initial Fronting Bank, Bank of America,
N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Documentation Agents, and Morgan Stanley Bank, as Co-Documentation Agent (the
“Credit Agreement”; capitalized terms used herein without definition shall have the meanings
given them in the Credit Agreement), and we have made, or have caused to be made under our
supervision, a detailed review of the transactions and conditions of WRECO and its
Subsidiaries during the accounting period covered by the attached financial statements; and




     (iii) [No Event of Default or Default has occurred.] [An Event of Default or Default
has occurred. [If so, specify the nature and extent thereof and any corrective action taken
or proposed to be taken with respect thereto.]]



          Describe below (or in a separate attachment to this Officers’ Certificate) the exceptions, if
any, to paragraph (iii) by listing, in detail, the nature of the condition or event and the period
during which it has existed:



 



 




 



 


 



 


 





D-4-1







 








          The foregoing certifications, together with the computations set forth in Attachment No. 1
hereto and the financial statements delivered with this Officers’ Certificate in support hereof,
are made and delivered this ___day of ___, 20___pursuant to Subsection 5.04(c) of the Credit
Agreement.




	 	 	 	 	 
	Dated: __________, 20__ 	WEYERHAEUSER REAL ESTATE COMPANY

 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



D-4-2









 






	 	 	 	 	 



ATTACHMENT NO. 1 TO

COMPLIANCE CERTIFICATE FOR WEYERHAEUSER REAL ESTATE COMPANY




WEYERHAEUSER REAL ESTATE COMPANY AND RESTRICTED SUBSIDIARIES




COMPLIANCE WITH COVENANTS

AS OF                     , 20___

($000’s Omitted)




Section 6.02(a) — Capital Base as of                     




	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.	 	Adjusted Net Worth:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	a.	 	Capital Stock (less treasury stock)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	b.	 	Surplus and Retained Earnings	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	c.	 	Intangible Assets	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	d.	 	Minority Interests	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	e.	 	Investments in Unrestricted Subsidiaries	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	f.	 	Investments in joint ventures, partnerships, etc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Adjusted Net Worth (a+b-c-d-e-f)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2.	 	WRECO/Weyerhaeuser Subordinated Debt:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	a.	 	Subordinated Promissory Notes issued to Weyerhaeuser Company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	3.	 	Capital Base (1 + the lesser of 1 and 2)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Required Capital Base	 	 	 	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 






D-4-3









 






EXHIBIT E




FORM OF SUBORDINATED DEBT




WEYERHAEUSER REAL ESTATE COMPANY




Subordinated Promissory Note




$                    




          FOR VALUE RECEIVED, the undersigned, WEYERHAEUSER REAL ESTATE COMPANY, a Washington
corporation (the “Company”), promises to pay to WEYERHAEUSER COMPANY, on                     , ___, at
the office of the Company in Federal Way, Washington, the principal sum of
                                                            ($                    )
and to pay interest on the unpaid balance of such principal
sum at said office at the rate of                      percent (___%) per annum from the date hereof, payable
monthly on the last day of each month in each year, until said principal sum is fully paid.




          This Note is one of a series of Subordinated Promissory Notes of the Company, all of which are
identical except as to date, amount and maturity date, from time to time issued and sold by the
Company to Weyerhaeuser Company; this Note and said subordinated Promissory Notes are hereinafter
sometimes collectively referred to as “Subordinated Notes”.




          Subject to the following provisions hereof, this Note may be prepaid at any time by the
Company without premium.




          Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note
and all other Subordinated Notes shall be subordinate and junior in right of payment, to the extent
and in the manner hereinafter set forth, to all other indebtedness of the Company for money
borrowed (including, without limiting the generality of the foregoing, (i) its Medium-Term Notes,
Series A (the “Series A Medium-Term Notes”), issued and to be issued from time to time under the
Agency Agreement dated as of May 29, 1992 between the Company, Weyerhaeuser Company and Morgan
Guaranty Trust Company of New York, (ii) its Medium-Term Notes, Series B (the “Series B Medium-Term
Notes”), issued and to be issued from time to time under the Agency Agreement dated as of October
29, 1992 between the Company, Weyerhaeuser Company and Morgan Guaranty Trust Company of New York,
(iii) its Medium-Term Notes, Series C (the “Series C Medium-Term Notes”), issued and to be issued
from time to time under the Agency Agreement dated as of October 13, 1993 between the Company,
Weyerhaeuser Company and Morgan Guaranty Trust Company of New York), (iv) its Medium-Term Notes,
Series D (the Series D Medium-Term Notes) issued and to be issued from time to time under the
Agency Agreement dated as of April 24, 2001, between the Company, Weyerhaeuser Company, and the
Chase Manhattan Bank, (v) its Medium-Term Notes, Series E (the Series E Medium-Term Notes) issued
and to be issued from time to time under the Agency Agreement dated as of August 21, 2002, between
the Company, Weyerhaeuser Company, and JPMorgan Chase Bank, N.A., (iv) its Loan Agreement dated
November 1, 1996 among the Company, the Banks named therein and the Sumitomo Bank, New York Branch
as Agent (the “Loan Agreement”), and (vi) all indebtedness and other amounts owing pursuant to the
$1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement dated as of




E-1









 







December 19, 2006 (as it may be amended, modified, extended or restated from time to time, the
“Credit Agreement”), among the Company, Weyerhaeuser Company, JPMorgan Chase Bank, N.A., Citibank,
N.A. and the lenders referred to therein, all such indebtedness to which this Note is subordinate
and junior being hereinafter referred to as “Prior Debt” and the governing loan documents being
hereinafter referred to as the “Prior Debt Instruments”), as follows:





     (i) In the event of any distribution, division or application, partial or complete,
voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets
of the Company, or the proceeds thereof, to creditors of the Company or upon any
indebtedness of the Company occurring by reason of liquidation, dissolution or other winding
up of the Company or by reason of any execution, sale, receivership, insolvency or
bankruptcy proceedings or other proceedings for the reorganization or readjustment of the
Company or its debts or properties, then in any such event such Prior Debt shall be
preferred in payment over the Subordinated Notes and such Prior Debt shall be first paid and
satisfied in full, in accordance with the order of priority of payment established by any
applicable provisions thereof and by any instruments whereunder any Prior Debt is issued,
before any payment or distribution of any kind or character, whether in cash, property or
securities (other than in securities the payment of which is subordinated to said Prior Debt
to the same extent as herein provided), shall be made on or in respect of principal or
interest of the Subordinated Notes; and in any such event any such payment, dividend or
distribution (other than in securities the payment of which is also subordinated as
aforesaid) which shall be made upon or in respect thereof shall be paid over to the holders
of such Prior Debt, pro rata, for application on such Prior Debt in accordance with the
order of priority of payment established by any applicable provisions thereof and by any
instrument whereunder any Prior Debt is issued, until said Prior Debt has been fully paid.




     (ii) Without limiting the foregoing, during the continuance of any default in payment
of principal, sinking fund, interest or premium, if any, on any Prior Debt, no payment of
principal or interest shall be made on or with respect to the indebtedness evidenced by any
Subordinated Note, or any renewals or extensions thereof, and the holder or holders of any
Subordinated Notes shall not be entitled to receive or retain any such payment made during
the continuance of any such default.




     (iii) Also without limiting the foregoing, the Company shall not make, and the holder
or holders of any Subordinated Notes shall not be entitled to receive or retain, any payment
of principal or interest on the Subordinated Notes (whether such payment is made directly or
indirectly through the redemption, purchase or other acquisition of Subordinated Notes by or
for the benefit of the Company), if at the time of any such payment and after giving effect
thereto, an Event of Default (as that term is defined in any of the Prior Debt Instruments),
is then continuing, or if any event has occurred which, with the lapse of time or the giving
of notice, or both, will become such an Event of Default under any of the Prior Debt
Instruments.




     (iv) No right of any present or future holder of any Prior Debt to enforce
subordination as herein provided for shall at any time be breached or impaired by any
failure to act on the part of the Company or by any noncompliance by the Company with



E-2









 






the terms, provisions and covenants hereof or of said Prior Debt, regardless of any
knowledge thereof that any holder of Prior Debt may have or be otherwise charged with.
Without limiting the foregoing the holder or holders of said Prior Debt may receive and hold
collateral for the payment of such Prior Debt, may make substitutions and releases of
collateral or any part thereof, whether or not such holder or holders receive any
consideration therefor; may grant renewals or extensions of time for the payment of
installments of said Prior Debt or any part thereof, and take renewal notes or other
instruments to evidence the same; and no action or non-action taken or omitted to be taken
in respect of the foregoing matters or any of them by any holder or holders of Prior Debt at
any time or from time to time shall invalidate or impair the subordination herein provided
for.



	 	 	 	 	 
	 	WEYERHAEUSER REAL ESTATE COMPANY

 	 
	 	By  	
 	 
	 	 	Its Vice President and Treasurer 	 
	 	 	 	 



E-3









 






	 	 	 	 	 



EXHIBIT F




FORM OF PROMISSORY NOTE




New York, New York




[                    , ____]




          FOR VALUE RECEIVED, [WEYERHAEUSER COMPANY, a Washington corporation] [WEYERHAEUSER REAL ESTATE
COMPANY, a Washington corporation] (the “Borrower”), hereby promises to pay to the order of
[                                                            ] (the “Lender”), at the office of JPMorgan Chase Bank, N.A.
(the “Agent”), at 270 Park Avenue, New York, New York 10017 on the Termination Date as defined in
the $1,000,000,000 Competitive Advance and Revolving Credit Facility Agreement dated as of December
19, 2006 (as it may hereafter be amended, modified, extended or restated from time to time, the
“Credit Agreement”), among the Borrower, [Weyerhaeuser Company, a Washington corporation]
[Weyerhaeuser Real Estate Company, a Washington corporation], the Lenders, the Swing Line Banks and
the Fronting Banks named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank,
N.A., as Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and Morgan Stanley Bank, as
Co-Documentation Agent, the aggregate unpaid principal amount of all Loans made by the Lender to
the Borrower pursuant to the Credit Agreement, in lawful money of the United States of America in
same day funds, and to pay interest from the date hereof on the principal amount hereof from time
to time outstanding, in like funds, at said office, at a rate or rates per annum and payable on
such dates as determined pursuant to the Credit Agreement.




          The Borrower promises to pay interest, on demand, on any overdue principal of its borrowings
and, to the extent permitted by law, overdue interest from their due dates at a rate or rates
determined as set forth in the Credit Agreement.




          The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind
whatsoever. The nonexercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.




          All borrowings evidenced by this Note and all payments and prepayments of the principal hereof
and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof, or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that any failure of the holder hereof to make such a
notation or any error in such notation shall not in any manner affect the obligation of the
Borrower to make payments of principal and interest with respect to the Borrower’s borrowings in
accordance with the terms of this Note and the Credit Agreement.




          This Note is one of the promissory notes referred to in the Credit Agreement which, among
other things, contains provisions for the acceleration of the maturity hereof upon the happening of
certain events, for mandatory and, in certain circumstances, optional prepayment of the principal
hereof prior to the maturity thereof and for the amendment or waiver




F-1









 







of certain provisions of the Credit Agreement, all upon the terms and conditions therein
specified.




          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.




	 	 	 	 	 
	 	[WEYERHAEUSER COMPANY]

[WEYERHAEUSER REAL ESTATE COMPANY]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-2









 







Loans and Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Name of	 	 	 	 
	Amount	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Person	 
	and Type	 	Interest	 	 	 	 	 	 	Unpaid	 	 	Balance	 	 	Making	 
	of Loan	 	Period	 	 	Principal	 	 	Interest	 	 	of Note	 	 	Notation	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





F-3









 






Exhibit G




FORM OF SWING LINE BORROWING REQUEST




JPMorgan Chase Bank, N.A., as Administrative Agent for

the Lenders referred to below,

270 Park Avenue

New York, New York 10017




Swing Line Banks

[Address of Swing Line Banks]




[Date]




Attention: [                    ]




Ladies and Gentlemen:




          The undersigned, Weyerhaeuser Company (the “Borrower”), refers to the $1,000,000,000
Competitive Advance and Revolving Credit Facility Agreement dated as of December 19, 2006 (as it
may hereafter be amended, modified, extended or restated from time to time, the “Credit
Agreement”), among the Borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank,
N.A. as Administrative Agent for the Lenders, a Swing Line Bank and an Initial Fronting Bank,
Citibank, N.A., as Syndication Agent, a Swing Line Bank and an Initial Fronting Bank, Bank of
America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
Documentation Agents, and Morgan Stanley Bank, as Co-Documentation Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given such terms in the
Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.21(b) of the Credit
Agreement that it requests a Swing Line Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Borrowing is requested to be made:




	 	 	 
	(A) Date of Borrowing (which is a Business Day)

	 	                                        
	 
	 	 
	(B) Principal Amount of Borrowing1

	 	                                        
	 
	 	 
	(C) Maturity Date of Borrowing2

	 	                                        








 




			
	1	 	Not less than $1,000,000 and in integral multiples
of $100,000 in excess thereof (or an aggregate principal amount equal to the
remaining balance of the available Commitments, but, in any case not to exceed,
in the aggregate with any other Swing Line Loans outstanding, $20,000,000).
	 
	2	 	No later than the seventh day after the requested
date of such Borrowing.




G-1









 









Upon acceptance of any or all of the Swing Line Loans offered by the Swing Line Bank in response to
this request, the Borrower shall be deemed to have represented and warranted that the conditions to
lending specified in Sections 4.01(b) and (c) of the Credit Agreement have been satisfied.




	 	 	 	 	 
	 	Very truly yours,





WEYERHAEUSER COMPANY]

as Borrower,

 	 
	 	By:  	 	 
	 	Name:  	 
	 	Title:  [Responsible Officer] 	 



G-2









 






	 	 	 	 	 



Schedule 2.01




COMMITMENTS OF THE LENDERS




	 	 	 	 	 
	Institution	 	Commitment
	 
	JPMorgan Chase Bank, N.A.
	 	$	81,818,181.82	 
	Citibank, N.A.
	 	 	81,818,181.82	 
	Morgan Stanley Bank
	 	 	81,818,181.82	 
	Deutsche Bank AG New York Branch
	 	 	71,818,181.82	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	 	71,818,181.82	 
	Bank of America, N.A.
	 	 	71,818,181.82	 
	CIBC Inc.
	 	 	56,818,181.81	 
	William Street Commitment Corporation
	 	 	56,818,181.81	 
	The Bank of Nova Scotia
	 	 	56,818,181.81	 
	PNC Bank, National Association
	 	 	40,909,090.91	 
	Wachovia Bank, National Association
	 	 	40,909,090.91	 
	The Royal Bank of Scotland
	 	 	40,909,090.91	 
	CoBank, ACB
	 	 	32,272,727.26	 
	Wells Fargo Bank, N.A.
	 	 	22,727,272.73	 
	Rabobank International
	 	 	22,727,272.73	 
	Sumitomo Mitsui Banking Corporation
	 	 	22,727,272.73	 
	Mellon Bank, N.A.
	 	 	22,727,272.73	 
	Royal Bank of Canada
	 	 	22,727,272.73	 
	The Bank of New York
	 	 	15,909,090.91	 
	U.S. Bank National Association
	 	 	15,909,090.91	 
	Australia and New Zealand Banking Group Limited
	 	 	15,909,090.91	 
	Fortis
	 	 	15,909,090.91	 
	Westpac Banking Corporation
	 	 	15,909,090.91	 
	Mizuho Corporate Bank, Ltd.
	 	 	15,909,090.91	 
	AgFirst Farm Credit Bank
	 	 	4,545,454.55	 
	Total Commitments
	 	$	1,000,000,000	 






 









 






Schedule 2.20




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L/C Number	 	Amount	 	 	Fronting Bank	 	 	Issuance Date	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule 3.08 Part I




WEYERHAEUSER COMPANY AND SUBSIDIARIES




	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Columbia & Cowlitz Railway Company
	 	Washington	 	100
	 
	 	 	 	 
	DeQueen & Eastern Railroad Company
	 	Arkansas	 	100
	 
	 	 	 	 
	Domtar Corporation1
	 	Delaware	 	100
	 
	 	 	 	 
	Domtar Paper Company, LLC1
	 	Delaware	 	100
	 
	 	 	 	 
	Domtar Delaware Holdings, Inc. 1
	 	Delaware	 	100
	 
	 	 	 	 
	Domtar Pacific Papers Inc. 1
	 	British Columbia	 	100
	 
	 	 	 	 
	Domtar (Canada) Paper Inc. 1
	 	Canada	 	100
	 
	 	 	 	 
	Domtar Pulp and Paper
Products Inc.
1
	 	Canada	 	100
	 
	 	 	 	 
	Fisher Lumber Company
	 	California	 	100
	 
	 	 	 	 
	Golden Triangle Railroad
	 	Mississippi	 	100
	 
	 	 	 	 
	Gryphon Asset Management, Inc.
	 	Delaware	 	100
	 
	 	 	 	 
	Gryphon Investments of Nevada, Inc.
	 	Nevada	 	100
	 
	 	 	 	 
	Jasmine Forests, LLC*
	 	Delaware	 	100
	 
	 	 	 	 
	Jewel Forests, LLC*
	 	Delaware	 	100
	 
	 	 	 	 
	Mississippi & Skuna Valley Railroad Company
	 	Mississippi	 	100
	 
	 	 	 	 
	Norpac Resources LLC
	 	Delaware	 	100
	 
	 	 	 	 
	OrganicID, Inc.
	 	Delaware	 	100
	 
	 	 	 	 
	Texas, Oklahoma & Eastern Railroad Company
	 	Oklahoma	 	100
	 
	 	 	 	 
	ver Bes’ Insurance Company
	 	Vermont	 	100
	 
	 	 	 	 
	Westwood Shipping Lines, Inc.
	 	Washington	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Weyerhaeuser de Mexico, S.A. de C.V.
	 	Mexico	 	100
	 
	 	 	 	 
	Weyerhaeuser Asset Management LLC
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Forestlands International, Inc.
	 	Washington	 	100
	 
	 	 	 	 
	Weyerhaeuser Global Finance Company
	 	Oregon	 	100
	 
	 	 	 	 
	Weyerhaeuser International, Inc.
	 	Washington	 	100
	 
	 	 	 	 
	Southern Cone Timber Investors Holding Company, LLC
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser (Asia) Limited
	 	Hong Kong	 	100
	 
	 	 	 	 
	Weyerhaeuser Brasil Participacoes Ltda.
	 	Brazil	 	100
	 
	 	 	 	 
	Aracruz Produtos de Madeira S.A.
	 	Brazil	 	66 2/3
	 
	 	 	 	 
	Weyerhaeuser China, Ltd.
	 	Washington	 	100
	 
	 	 	 	 
	Weyerhaeuser Europe Holdings
	 	Ireland	 	100
	 
	 	 	 	 
	Weyerhaeuser Sarasate Limited
	 	Ireland	 	100
	 
	 	 	 	 
	Weyerhaeuser Holdings Limited
	 	British Columbia	 	100
	 
	 	 	 	 
	Weyerhaeuser Company Limited
	 	Canada	 	100
	 
	 	 	 	 
	317298 Saskatchewan Ltd.
	 	Saskatchewan	 	100
	 
	 	 	 	 
	Forest License A49782 Holdings Ltd.
	 	British Columbia	 	99
	 
	 	 	 	 
	MacMillan Bloedel Pembroke Limited Partnership
	 	Ontario	 	100
	 
	 	 	 	 
	Sturgeon Falls Repulping Limited
	 	Ontario	 	100
	 
	 	 	 	 
	Sturgeon Falls Limited Partnership
	 	Ontario	 	100
	 
	 	 	 	 
	Weyerhaeuser (Annacis) Limited
	 	British Columbia	 	100
	 
	 	 	 	 
	Weyerhaeuser Australia Pty Ltd.
	 	Australia	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Pine Solutions Australia Pty Limited
	 	Australia	 	70
	 
	 	 	 	 
	CCA Timbers (Vic) Pty Ltd.
	 	Australia	 	100
	 
	 	 	 	 
	K1 Holdings Pty Limited
	 	Australia	 	100
	 
	 	 	 	 
	Hanaki Pty Ltd.
	 	Australia	 	100
	 
	 	 	 	 
	Kaiyou Pty Ltd.
	 	Australia	 	100
	 
	 	 	 	 
	Weyerhaeuser (Barbados) SRL
	 	Barbados	 	100
	 
	 	 	 	 
	Marlborough Capital Corp. SRL
	 	Barbados	 	100
	 
	 	 	 	 
	Weyerhaeuser (BVI) Ltd.
	 	British Virgin Islands	 	100
	 
	 	 	 	 
	Weyerhaeuser New Zealand Holdings Inc.
	 	New Zealand	 	100
	 
	 	 	 	 
	Nelson Forest Products Company
	 	New Zealand	 	100
	 
	 	 	 	 
	Weyerhaeuser New Zealand Inc.
	 	New Zealand	 	100
	 
	 	 	 	 
	Weyerhaeuser (Carlisle) Ltd.
	 	Barbados	 	100
	 
	 	 	 	 
	Camarin Limited
	 	Barbados	 	100
	 
	 	 	 	 
	Weyerhaeuser (Delta) Limited
	 	British Columbia	 	100
	 
	 	 	 	 
	Weyerhaeuser (Ottawa) Limited
	 	British Columbia	 	100
	 
	 	 	 	 
	Weyerhaeuser Saskatchewan Ltd.
	 	Saskatchewan	 	100
	 
	 	 	 	 
	Wapawekka Lumber Limited Partnership1
	 	Saskatchewan	 	51
	 
	 	 	 	 
	Weyerhaeuser Services Limited
	 	British Columbia	 	100
	 
	 	 	 	 
	Weyerhaeuser (Hong Kong) Limited
	 	Hong Kong	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Weyerhaeuser Forestry
(Hong Kong) Limited
	 	Hong Kong	 	100
	 
	 	 	 	 
	Weyerhaeuser Real Estate
Development Consulting
(Shanghai) Co., Ltd.
	 	China	 	100
	 
	 	 	 	 
	Weyerhaeuser Japan Ltd.
	 	Japan	 	100
	 
	 	 	 	 
	Weyerhaeuser Japan Ltd.
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Korea Ltd.
	 	Korea	 	100
	 
	 	 	 	 
	Weyerhaeuser Products Limited
	 	United Kingdom	 	100
	 
	 	 	 	 
	Weyerhaeuser Products New Zealand Limited
	 	New Zealand	 	100
	 
	 	 	 	 
	Weyerhaeuser Taiwan Ltd.
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Uruguay S.A.
	 	Uruguay	 	100
	 
	 	 	 	 
	Weyerhaeuser (Mexico) Inc.
	 	Washington	 	100
	 
	 	 	 	 
	Weyerhaeuser Raw Materials, Inc.
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Real Estate Company*
	 	Washington	 	100
	 
	 	 	 	 
	Maracay Homes Arizona I, LLC*
	 	Arizona	 	99
	 
	 	 	 	 
	Maracay 56, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 63rd, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 91, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 95, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 118, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Asher Hills, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Bethany Estates, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Bethany Estates II, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Brooks, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay CG Crossings, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Construction, LLC*
	 	Arizona	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Maracay Cooper Ranch, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Cotton Commons, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Desert Parks, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Dobbins, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Landmark, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Ocotillo Landing, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Palm Valley, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Parks, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Preserve, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rancho, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rancho Sahuarita, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Realty, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rio Rancho, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Riverside, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay San Tan, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sienna Manor, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sienna Vista, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sonoran Foothills, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sonoran Mountain, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Southshore, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Stonefield, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Thunderbird, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Trails, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Villas Boulders, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Vistancia, LLC*
	 	Arizona	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country of	 	Ownership of
	Name	 	Incorporation	 	Immediate Parent
	Maracay Vistancia II, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay White Tanks, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	MH Financial Services, LLC*
	 	Arizona	 	100
	 
	 	 	 	 
	Pardee Homes*
	 	California	 	100
	 
	 	 	 	 
	Marmont Realty Company*
	 	California	 	100
	 
	 	 	 	 
	Pardee Homes of Nevada*
	 	Nevada	 	100
	 
	 	 	 	 
	The Quadrant Corporation *
	 	Washington	 	100
	 
	 	 	 	 
	TMI, Inc. *
	 	Texas	 	100
	 
	 	 	 	 
	Weyerhaeuser Real Estate Company of Nevada *
	 	Nevada	 	100
	 
	 	 	 	 
	Weyerhaeuser Realty Investors, Inc. *
	 	Washington	 	100
	 
	 	 	 	 
	Winchester Homes, Inc.*
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Real Estate Development Company
	 	Washington	 	100
	 
	 	 	 	 
	WREDCO I LLC
	 	Delaware	 	100
	 
	 	 	 	 
	WREDCO II LLC
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser USA LLC
	 	Delaware	 	100
	 
	 	 	 	 
	MB Administrative Services Inc.
	 	Delaware	 	100
	 
	 	 	 	 
	WFS II LLC
	 	Delaware	 	100
	 
	 	 	 	 
	Weyerhaeuser Financial Investments, Inc.
	 	Nevada	 	100
	 
	 	 	 	 
	Las Positas Land Co.
	 	California	 	100
	 
	 	 	 	 
	Willamette Mexican Holding Company
	 	Oregon	 	100
	 
	 	 	 	 
	WY Carolina Holdings, LLC*
	 	Delaware	 	100
	 
	 	 	 	 
	WY Georgia Holdings 2004, LLC*
	 	Delaware	 	100
	 
	 	 	 	 
	WY Tennessee Holdings, LLC*
	 	Delaware	 	100








 




			
	*	 	Unrestricted Subsidiary
	 
	1	 	To be divested in connection with the
Domtar transaction




 









 










Schedule 3.08 Part II




WEYERHAEUSER REAL ESTATE COMPANY AND SUBSIDIARIES




	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country	 	Ownership of
	Name	 	of Incorporation	 	Immediate Parent
	Maracay Homes Arizona I, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 56, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 63rd, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 91, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 95, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay 118, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Asher Hills, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Bethany Estates, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Bethany Estates II, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Brooks, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay CG Crossings, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Construction, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Cooper Ranch, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Cotton Commons, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Desert Parks, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Dobbins, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Landmark, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Ocotillo Landing, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Palm Valley, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Parks, LLC
	 	Arizona	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country	 	Ownership of
	Name	 	of Incorporation	 	Immediate Parent
	Maracay Preserve, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rancho, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rancho Sahuarita, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Realty, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Rio Rancho, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Riverside, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay San Tan, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sienna Manor, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sienna Vista, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sonoran Foothills, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Sonoran Mountain, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Southshore, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Stonefield, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Thunderbird, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Trails, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Villas Boulders, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Vistancia, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay Vistancia II, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Maracay White Tanks, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	MH Financial Services, LLC
	 	Arizona	 	100
	 
	 	 	 	 
	Pardee Homes
	 	California	 	100
	 
	 	 	 	 
	Marmont Realty Company
	 	California	 	100
	 
	 	 	 	 
	Pardee Homes of Nevada
	 	Nevada	 	100
	 
	 	 	 	 
	The Quadrant Corporation
	 	Washington	 	100
	 
	 	 	 	 
	TMI, Inc.
	 	Texas	 	100






 









 






	 	 	 	 	 
	 	 	 	 	Percentage
	 	 	State or Country	 	Ownership of
	Name	 	of Incorporation	 	Immediate Parent
	Weyerhaeuser Real Estate Company of Nevada
	 	Nevada	 	100
	 
	 	 	 	 
	Weyerhaeuser Realty Investors, Inc.
	 	Washington	 	100
	 
	 	 	 	 
	Winchester Homes, Inc.
	 	Delaware	 	100






 









 






Schedule 9.01




ADDRESSES FOR NOTICES TO THE BANK




	 	 	 
	Name of Bank	 	Domestic and Eurodollar Lending Offices
	JPMorgan Chase Bank, N.A.

	 	JPMorgan Chase Bank, N.A.
	 

	 	Loan and Agency Services
	 

	 	1111 Fannin, Floor 10,
	 

	 	Houston TX 77002
	 

	 	Attn: Maria Arreola, Loan and Agency Services
	 

	 	T: (713) 750-2324
	 

	 	F: (713) 750-2823
	 
	 	 
	 

	 	With copy to:
	 
	 	 
	 

	 	JPMorgan Chase Bank, N.A.
	 

	 	560 Mission Street
	 

	 	San Francisco, CA 94105
	 

	 	Attn: Mr. William Rindfuss
	 

	 	T: (415) 315-8232
	 

	 	F: (415) 315-8586
	 
	 	 
	Citibank, N.A.

	 	Citibank, N.A.
	 

	 	787 West 5th Street, 29th Floor
	 

	 	Los Angeles, CA 90071
	 

	 	Attn: Walt Larson
	 

	 	T: (213) 239-1501
	 

	 	F: (213) 623-3592







1