EX-10.1



 Exhibit 10.1 

ASSUMPTION AGREEMENT 

This Assumption Agreement is dated as of January 21, 2016 (this “Agreement”) and is made by WEYERHAEUSER COMPANY, a
Washington corporation (“Successor Guarantor”), in favor of SOUTHERN DIVERSIFIED TIMBER, LLC, a Delaware limited liability company, as lender (“Lender”) under that certain Credit Agreement and Guarantee, dated as of
October 1, 2008 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Lender, PLUM CREEK VENTURES I, LLC, a Delaware limited liability company, as borrower (“Borrower”) and
PLUM CREEK TIMBER COMPANY, INC., a Delaware corporation, as guarantor (“Original Guarantor”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. 

RECITALS 

WHEREAS, Original Guarantor guaranteed Lender’s obligations under the Credit Agreement in accordance with the terms, conditions and
limitations set forth in Article VIII of the Credit Agreement; 
 WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as
of November 6, 2015 between Original Guarantor and Successor Guarantor (the “Merger Agreement”), Original Guarantor has agreed to merge with and into Successor Guarantor, with Successor Guarantor as the surviving corporation (the
“Merger”); 
  
 WHEREAS, pursuant to that certain
Consent and Waiver Agreement dated as of January 21, 2016 (“Consent and Waiver”) by and among Borrower, Lender and Original Guarantor, Lender has agreed to, among other things, the assignment to Successor Guarantor of Original
Guarantor’s obligations under Article VIII of the Credit Agreement and the consummation of the other transactions described in, or contemplated by, the Merger Agreement; and 

WHEREAS, Successor Guarantor has agreed, effective immediately upon consummation of the Merger, to assume the obligations of Original
Guarantor set forth in Article VIII of the Credit Agreement. 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1.         Assumption of the Guarantee. Effective immediately upon consummation of the Merger: (a) Successor
Guarantor hereby assumes from Original Guarantor all of Original Guarantor’s obligations as set forth in the provisions of Article VIII of the Credit Agreement, other than the representation and warranty set forth in Section 8.05(a)(i) of the
Credit Agreement; and (b) all references to “Guarantor” in the Credit Agreement, other than any such references in or with respect to Section 8.05(a)(i) of the Credit Agreement, shall henceforth be deemed references to Successor Guarantor.

 2.        Representation and Warranty. Successor Guarantor represents and warrants to Lender that
Successor Guarantor is a corporation duly incorporated, validly existing and in good standing under the Laws of Washington. 

3.        No Other Changes; Ratification. Except as expressly modified or waived hereby and by the Consent
and Waiver, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 

  
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 4.        Entire Agreement. This Agreement, the Consent and
Waiver and the Loan Documents represent the entire agreement by and among Lender, Borrower and Successor Guarantor with respect to the subject matter hereof and supersede all prior agreements, oral or written, between such parties with respect
thereto. No claim of waiver, modification, consent, or acquiescence with respect to any provision of this Agreement shall be made against Lender, Borrower or Successor Guarantor, except on the basis of a written instrument executed by or on behalf
of such party. 
 5.            GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, Successor Guarantor has duly executed and delivered this Assumption
Agreement as of the date first above written. 
  

			
	WEYERHAEUSER COMPANY
		
	By	 	/s/ Devin W. Stockfish
		 	Name: Devin W. Stockfish
		 	Title:   SVP, General Counsel


  
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