WFG West Fraser Timber Co Ltd

Description

Christopher A. Virostek

Senior Vice-President, Finance and Chief Financial Officer

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

1.11

1.12

ARTICLE 2 CREDIT FACILITIES

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

2.17

2.18

2.19

2.20

2.21

2.22

2.23

2.24

2.25

2.26

2.27

2.28

2.29

2.30

2.31

2.32

2.33

ARTICLE 3 ADVANCES

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

ARTICLE 4 BANKERS’ ACCEPTANCES

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

ARTICLE 5 LETTERS OF CREDIT

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

ARTICLE 6 CLOSING CONDITIONS

6.1

6.2

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1

7.2

ARTICLE 8 COVENANTS OF THE BORROWERS

8.1

8.2

8.3

8.4

8.5

8.6

ARTICLE 9 EVENTS OF DEFAULT

9.1

9.2

9.3

9.4

9.5

9.6

ARTICLE 10 CHANGES IN CIRCUMSTANCES; TAXES

10.1

10.2

10.3

10.4

10.5

10.6

10.7

ARTICLE 11 THE ADMINISTRATION AGENT

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

11.9

11.10

ARTICLE 12 MISCELLANEOUS

12.1

12.2

12.3

12.4

12.5

12.6

12.7

12.8

12.9

12.10

12.11

12.12

12.13

12.14

12.15

12.16

12.17

12.18

12.19

12.20

12.21

12.22

12.23

12.24

12.25

12.26

12.27

Defined Terms.

“Accommodation” means the making of any Advance by a Lender, the creation of a Bankers’ Acceptance (or the making of a BA Equivalent Loan) by a Lender and the issuance of a Fronted Letter of Credit by the Fronting Lender or a POA Letter of Credit by the Agent, and includes an Advance and a Bankers’ Acceptance resulting from a Rollover or Conversion (whether requested or deemed to have been requested hereunder).

“Adjusted Daily Simple SOFR” means, for purposes of any calculation, the rate per annum equal to:

Daily Simple SOFR for such calculation

the Daily Simple SOFR Adjustment,

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to:

Term SOFR for such calculation

the Term SOFR Adjustment,

“Administration Agent” and “Agent” each mean The Toronto-Dominion Bank in its role as administration agent for the Lenders hereunder, and any successor administration agent appointed in accordance with the provisions of this Agreement.

“Advance” means an advance of moneys (excluding Discount Proceeds) made or deemed to have been made by a Lender hereunder, including an Advance resulting from a Rollover or Conversion (whether requested or deemed to have been requested hereunder). An Advance may be denominated in Canadian Dollars (a “Canadian Dollar Advance”) or in US Dollars (a “US Dollar Advance”). A

“Affiliate” means, 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.

“ANC” means Alberta Newsprint Company, a joint venture organized under the laws of Alberta, and any successor thereto and includes, as the context may require, the undivided interest of WFT or any Subsidiary in the underlying assets used in the operations of the joint venture held for WFT or such Subsidiary by Alberta Newsprint Funding Corporation and such other operating companies as may be used by the joint venturers, including any partnership or joint venture formed by the joint venturers or their respective subsidiaries for the purpose of marketing and selling production from Alberta Newsprint Company.

“Applicable Margin” means, in respect of Advances, Stamping Fees for Bankers’ Acceptances, Letter of Credit Fees and Standby Fees, the corresponding margins and fees expressed as basis points per annum:

If the Credit Ratings provided by S&P and Moody’s are at different levels, the Applicable Margin shall be the relevant Applicable Margin for the higher of such Credit Ratings.

The Applicable Margin shall be determined from time to time by the Agent based upon the Credit Rating, or a change in the Credit Rating, provided by S&P and Moody’s. For greater certainty, the Agent shall only be required to redetermine the Applicable Margin if it receives notice of a change in a Credit Rating from WFT pursuant to Section 8.2(f), and shall be entitled to rely on any such notice. A determination or redetermination of the Applicable Margin by the Agent shall be conclusive and binding for all purposes hereof, absent demonstrable error. The Agent shall provide notice to the Borrowers, the Lenders and the US Agent of any change in the Applicable Margin as so determined or redetermined by it.

A change in the Applicable Margin necessitated by a change in a Credit Rating shall have effect as regards Prime Rate Advances, NY Prime Rate Advances, US Base Rate Advances, Term SOFR Advances or Daily Simple SOFR Advances then outstanding on the effective day of such change (the “change effective day”), shall have effect as regards Letter of Credit Fees and Standby Fees on the change effective day, shall have effect as regards fresh Accommodations on or after the change effective day and shall not affect the Stamping Fees for outstanding Bankers’ Acceptances.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) of property or assets by or on behalf of WFT or any of its Restricted Subsidiaries (including any such sale, lease, transfer or other disposition by means of an amalgamation, merger, consolidation or similar transaction), but for greater certainty excludes the granting of a mortgage and a lease of property or assets for a period which would not constitute a disposition under GAAP.

“Assignee” means a Person to whom an assignment of all or any part of a Lender’s interest in a Credit Facility is made in accordance with Section 12.16.

“Attributable Indebtedness” in respect of a Sale-Leaseback Transaction or a Lease-Leaseback Transaction means, as at the time of determination, the amount of Capital Lease Obligations under such lease as reflected on the balance sheet of the lessee (in the case of a Sale-Leaseback Transaction) or sublessee (in the case of a Lease-Leaseback Transaction).

“Authorized Officer” means, in respect of a Person, the chair, the president, the chief executive officer, the chief financial officer, the chief legal officer, the secretary or the treasurer of such Person or, in the case of WFUS, a Person designated in writing by the president of WFUS for purposes of this Agreement.

“BA Equivalent Loan” means, in relation to a Drawing, a loan in Canadian Dollars made to WFT by a Non-Acceptance Lender as part of the Drawing in accordance with the provisions of Section 4.11.

“Bankers’ Acceptance” means a depository bill as defined by the Depository Bills and Notes Act (Canada) or a blank non-interest bearing bill of exchange as defined by the Bills of Exchange Act (Canada), in either case drawn by WFT, denominated in Canadian Dollars and accepted by a Canadian Lender as a bankers’ acceptance, as evidenced by such Canadian Lender’s endorsement thereof at the request of WFT pursuant to a Borrowing Notice, and includes a Bankers’ Acceptance resulting from a Conversion or Rollover. Any depository bill may be made payable to “CDS & Co.” and be deposited with CDS.

“basis point” and “bps” each mean one one-hundredth of one percent, or 0.01%.

“Beneficiary” means, in respect of any Letter of Credit, the beneficiary specified therein or any other Person to whom payments may be required to be made pursuant to such Letter of Credit.

“Borrowers” means WFT and WFUS, and “Borrower” means either of them.

“Borrowing” means a utilization by a Borrower of a Credit Facility by way of Prime Rate Advances, NY Prime Rate Advances, US Base Rate Advances, Term SOFR Advances, Daily Simple SOFR Advances, Bankers’ Acceptances (including BA Equivalent Loans) or Letters of Credit, and “Borrowings” means the aggregate of such utilizations.

“Borrowing Notice” means a notice by WFT to the Agent substantially in the form attached as Schedule 1 hereto if WFT is the applicable Borrower, or a notice by WFUS to the US Agent substantially in the form attached as Schedule 1A hereto if WFUS is the applicable Borrower, in each case signed by a Responsible Officer of such Borrower.

“Business Day” means any day of the year, other than a Saturday, Sunday or other day on which:

in connection with Borrowings by WFT under the Revolver Facility or in connection with the Term Facility:

where used in the context of a US Base Rate Advance, major commercial banks are closed in Toronto, Vancouver, Montréal or New York City; or

where used in the context of a Term SOFR Advance or a Daily Simple SOFR Advance or any other calculation or determination involving SOFR, any day that is only a US Government Securities Business Day;

in connection with Borrowings by WFUS under the Revolver Facility:

where used in the context of a NY Prime Rate Advance, major commercial banks are closed in Toronto, Vancouver, Montréal or New York City; or

where used in the context of a Term SOFR Advance or a Daily Simple SOFR Advance or any other calculation or determination involving SOFR, any day that is only a US Government Securities Business Day; or

where used in any other context, major commercial banks are closed in Toronto, Vancouver or Montréal.

“Canadian Dollar Equivalent” means, on any date in respect of an amount in US Dollars, the amount obtained by converting the relevant US Dollar amount into the Equivalent Amount in Canadian Dollars.

“Canadian Dollars” and “Cdn$” each mean lawful money of Canada.

“Canadian Lender Revolver Commitment” means, as to any Canadian Lender, the obligation of that Canadian Lender to make Accommodations to WFT under the Revolver Facility in an aggregate principal amount not exceeding the applicable amount set forth opposite such Canadian Lenders’ name on Part 1 of Appendix A to this Agreement, as such amounts may be reduced or reallocated from time to time in accordance with the provisions of this Agreement.

“Canadian Lenders” means those financial institutions whose names are set forth on the execution pages hereof under the heading “Canadian Lenders” and their respective successors and assigns.

“Canadian Lending Office” means, as to each Canadian Lender and Term Lender, the office of such Lender specified as its Canadian Lending Office in Appendix A, or such other office in Canada as such Lender may from time to time designate as its Canadian Lending Office by notice to the Agent.

“Capital Lease” means a lease of (or other agreement conveying the right to use) real or personal property, which lease is required to be classified and accounted for as a capital lease on a balance sheet of the lessee under GAAP.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a Capital Lease and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP on or as of the date of this Agreement regardless of any change in GAAP since that date.

“Cash Equivalents” means:

marketable securities issued, or directly and fully guaranteed by, the Canadian or United States government or any agency or instrumentality of the Canadian or United States government (provided that the full faith and credit of Canada or the United States, respectively, is pledged in support of those securities) maturing within 365 days from the date of acquisition;

commercial paper maturing within 180 days from the date of acquisition, and rated:

in Canada, A-1 (Low) or better by S&P or R-1 (low) or better by DBRS; or

in the United States, P-2 or better by Moody’s or A-2 or better by S&P; and

certificates of deposit, bankers’ acceptances or other obligations maturing within 365 days of the date of acquisition, in each case issued or accepted by a bank that is organized under the laws of Canada or the laws of the United States or any state thereof, and which bank has, or the obligations of which bank are guaranteed by a Person that has, combined capital, surplus and undistributed profits of at least US$2 billion (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or similar equivalent rating) or higher by at least one of S&P, Moody’s or DBRS.

“Category 1 Subordinated Debt” means Subordinated Debt that has the following features:

such Subordinated Debt matures no earlier than the date (in this provision, the “permitted date”) which is three months following the Revolver Maturity Date, and no payments or prepayments of principal (whether in cash or other property) may be made prior to the permitted date unless such payment or prepayment is made by delivery of common shares of WFT or preferred shares of WFT that are not redeemable prior to the permitted date;

interest on such Subordinated Debt may be paid in arrears by delivery of common shares of WFT or preferred shares of WFT that are not redeemable prior to the permitted date described in (i) above or, subject to clause (iii) below, in cash;

the applicable WF Party will not make any payment on or in respect of such Subordinated Debt, and the holders of such Subordinated Debt will not be entitled to demand, institute proceedings for the collection of, or receive any payment or benefit (including without limitation by set-off, combination of accounts or otherwise in any manner whatsoever) on account of such Subordinated Debt (a) at any time when a Default or Event of Default has occurred and is continuing under this Agreement, as amended, restated or replaced from time to time, or under a Hedge Obligation to any Lender party to this Agreement from time to time or one of its Affiliates, or (b) at any time when a default with respect to any Senior Debt permitting the holders thereof to accelerate the maturity thereof has occurred and is continuing and notice of such default has been given by or on behalf of the holders of such Senior Debt to WFT or the applicable WF Party, unless such Senior Debt has been repaid in full;

the holders of such Subordinated Debt shall, by the terms thereof, not be entitled to commence any Enforcement Action against any WF Party in respect of such Subordinated Debt until the expiry of the period of 90 days after the date that the Agent has received a validly issued Notice of Default from the holder or holders of such Subordinated Debt;

such Subordinated Debt provides, by its terms, that in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to WFT or WFUS, or to its respective property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of WFT or WFUS, whether or not involving insolvency or bankruptcy, then the holders of Senior Debt will receive payment in full before the holders of such Subordinated Debt will be entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such event in respect of such Subordinated Debt or any unpaid interest accrued thereon;

in the event that the terms of such Subordinated Debt include financial covenants, then (a) any debt to capitalization covenant that is substantially similar to the covenant in Section 8.3(a) of this Agreement shall not require the ratio of Consolidated Indebtedness to Total Capitalization to be less than or equal to 57.5%; (b) any debt to capitalization covenant that is substantially similar to the covenant in Section 8.3(c) of this Agreement shall not require the ratio of (x) Consolidated Indebtedness plus Category 1 Subordinated Debt plus Category 2 Subordinated Debt to (y) Total Capitalization to be less than 65%; (c) any interest coverage covenant that is substantially similar to the covenant in Section 8.3(b) of this Agreement shall not require the ratio of EBITDA to Interest Expense to be greater than 1.5 to 1; and (d) such Subordinated Debt shall contain no other financial or financial ratio covenants unless the Agent is satisfied that they are materially less onerous to the Borrowers than the financial covenants contained in this Agreement (as amended from time to time), and in any event the Agent may require that any such financial or financial ratio covenant be included in this Agreement.

“Category 2 Subordinated Debt” means Subordinated Debt that has all the features of Category 1 Subordinated Debt, except that the holder or holders of such Subordinated Debt shall, by the terms thereof, not be entitled to commence any Enforcement Action against any WF Party in respect of such Subordinated Debt until all obligations of the Borrowers under this Agreement have been fully and indefeasibly paid and satisfied.

“CDOR Rate” means, on any day, the annual rate of discount determined by the Agent which is equal to the average of the yield rates per annum (calculated on the basis of a year of 365 days and calculated to two decimal places, with 0.005 or more being rounded upward) applicable to bankers’ acceptances denominated in Canadian Dollars having, where applicable, comparable issue dates and maturity dates as the Bankers’ Acceptances proposed to be issued by WFT, displayed and identified as such on the CDOR Page (or any display substituted therefor) of Refinitiv Benchmark Services (UK) Limited at approximately 10:00 a.m. (Toronto time) on that day or, if that day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent after 10:00 a.m. (Toronto time) to reflect any error in the posted average annual rate of discount); provided, however, if those rates do not appear on the CDOR Page (or the display substituted therefor), then the CDOR Rate shall be the discount rate (expressed as a rate per annum on the basis of a year of 365 days) applicable to Canadian Dollar bankers’

“CDS” means CDS Clearing and Depository Services Inc., and its successors.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act (United States).

“Change of Control” means the acquisition by any Person or combination of Persons acting jointly or in concert of shares of WFT entitling the holders of such shares to cast more than 50% of the votes carried by all shares of WFT having the right to vote (not dependent on any contingency) for the election of directors of WFT.

“Change of Law” means the occurrence, after the date of this Agreement, of:

the adoption or taking effect of any Law;

any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or

the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority;

the Dodd-Frank Wall Street Reform and Consumer Protection Act (United States) and all requests, rules, guidelines or directives thereunder or issued in connection therewith; and

all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,

“Closing Date” means July 25, 2023, and “Closing” means the fulfillment of the conditions set out in Section 6.1.

“Commitment” means, as to any Lender in respect of a Credit Facility, the obligation of that Lender to make Accommodations to a Borrower under the Credit Facility in an aggregate principal amount not exceeding the applicable amount set forth opposite such Lender’s name on Appendix A to this Agreement in respect of such Credit Facility, as such amounts may be reduced or reallocated from time to time in accordance with the provisions of this Agreement.

“Commodity Swap Agreement” means any contract for sale, purchase or exchange or for future delivery of commodities (whether or not the subject commodities are to be delivered, and whether a “put” or a “call”), hedging contract, forward contract, swap agreement, futures contract, option contract, cap or collar agreement or other commodity pricing protection agreement or option with respect to any such transaction (or any combination of the foregoing, or any derivative thereof), designed to hedge against fluctuations in prices of the subject commodities.

“Compensation” has the meaning ascribed to that term in Section 10.6.

“Conforming Changes” means, with respect to either the use or administration of the Term SOFR or Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement under Section 10.4 or Section 10.5, any technical, administrative or operational changes (including changes to the definition of “CDOR Rate,” the definition of “Prime Rate,” the definition of “US Base Rate,” the definition of “Business Day,” the definition of “US Government Securities Business Day,” the definition of “Bankers’ Acceptance,” the definition of “Interest Period,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters, including with respect to the obligation of the Agent and the Canadian Lenders to create, maintain or issue Bankers’ Acceptances) that the Agent or US Agent decides, acting reasonably, may be appropriate to reflect the adoption and implementation of any such rate and to permit the use and administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent or US Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent or US Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Agent or US Agent decides, acting reasonably, is necessary in connection with the administration of this Agreement and the other Credit Facility Documents). Without limiting the foregoing, Conforming Changes made in connection with the replacement of CDOR Rate with a Benchmark Replacement in accordance with Section 10.4 may include the implementation of mechanics for borrowing loans that bear interest by reference to such Benchmark Replacement, to replace the creation or purchase of drafts or Bankers’ Acceptances or the making of BA Equivalent Loans.

“Consolidated Indebtedness” means, at any time, Indebtedness of WFT and its Restricted Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP, but excluding Category 1 Subordinated Debt and Category 2 Subordinated Debt.

“Consolidated Net Income” means, for any period, the net income of WFT and its Restricted Subsidiaries for that period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Tangible Assets” means, as at any date, the aggregate amount of the consolidated assets of WFT and its Subsidiaries after deducting therefrom: (1) all consolidated current liabilities (other than current maturities with respect to debt), (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, and (3) appropriate adjustments on account of minority interests of other persons holding shares of WFT’s Subsidiaries, all as set forth in the most recent balance sheet of WFT in the then latest annual or interim report to the shareholders of WFT or, if WFT does not provide such reports to its shareholders at such time, the balance sheet contained in the reports provided to holders of the US Notes pursuant to the US Note Indenture and computed in accordance with GAAP. For purposes of clause (2) above, timber tenures or rights including but not limited to any lease, licence, permit, quota or similar agreement (which were not treated as intangibles in accordance with GAAP on or as of October 15, 2004) will not be deducted pursuant to clause (2), regardless of any change in GAAP since October 15, 2004 that would require such timber tenures or rights to be accounted for as intangibles, and will be accounted for (for the purpose of this calculation) in accordance with GAAP on or as of October 15, 2004, and power purchase agreements shall not be accounted for as intangibles notwithstanding any other treatment under GAAP.

“Consolidated Shareholders’ Equity” means, as of the date of any determination thereof, the consolidated shareholders’ equity of WFT and its Restricted Subsidiaries as at the end of the most recent fiscal quarter of WFT, determined in accordance with GAAP.

“Control” means 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 ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have corresponding meanings.

“Conversion” means, in respect of any Drawing or type of Advance, the conversion of the method for calculating interest or fees thereon from one method to another pursuant to Sections 3.8 or 4.12. In addition, the repayment in full by the Borrowers of the amount outstanding under an Accommodation in one currency and the concurrent making of an Accommodation in another currency, whereby the aggregate Principal Outstanding in Canadian Dollars (with Principal Outstanding in US Dollars deemed to be the Equivalent Amount in Canadian Dollars) remains the same before and after such transactions, shall also be considered to be a Conversion for the purposes of this Agreement.

“Core Business” means the forest products businesses now or hereafter carried on by WFT and its Restricted Subsidiaries, including timberlands, lumber, panels, pulp, paper, wood chips, energy and ancillary or complementary businesses.

“corporation” includes a company incorporated under the Business Corporations Act (British Columbia) or a corporation incorporated under the Canada Business Corporations Act, and any other corporation wherever or however incorporated.

“CPA Handbook” means the CPA Canada Handbook - Accounting.

“Credit Facilities” means the Revolver Facility and the Term Facility, and “Credit Facility” means either one of them.

“Credit Facility Documents” means this Agreement, Bankers’ Acceptances, Letters of Credit and all other documents necessary to implement the financing contemplated under this Agreement.

“Credit Rating” means, at any time, the credit rating of WFT’s senior unsecured debt from each of S&P and Moody’s.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, the “SOFR Determination Date”) that is five US Government Securities Business Days prior to:

if such SOFR Rate Day is a US Government Securities Business Day, such SOFR Rate Day; or

if such SOFR Rate Day is not a US Government Securities Business Day, the US Government Securities Business Day immediately preceding such SOFR Rate Day, in each case as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website,

“Daily Simple SOFR Adjustment” means, with respect to Daily Simple SOFR, 10 basis points.

“Daily Simple SOFR Advances” means Advances on which interest is determined by reference to the Adjusted Daily Simple SOFR in effect from time to time.

“DBRS” means DBRS Limited, and its successors.

“Default” means an event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

“Discount Proceeds” means, in respect of Bankers’ Acceptances to be purchased by a Lender, the result (rounded to the nearest whole cent, with one-half of one cent and more being rounded up) obtained by multiplying the aggregate Face Amount of such Bankers’ Acceptances by a price (rounded up or down to the second decimal place, with .005 or more being rounded up) determined by dividing one by the sum of one plus the product of x and y, where x is the applicable Discount Rate and y is the fraction which has as numerator the number of days in the term to maturity of such Bankers’ Acceptances and as denominator the number 365.

“Discount Rate” means:

with respect to an issue of Bankers’ Acceptances accepted by a Lender that is a Schedule I Bank but is not a Non-Acceptance Lender, the CDOR Rate; and

with respect to an issue of Bankers’ Acceptances accepted by a Lender that is not a Schedule I Bank or is a Non-Acceptance Lender, or the making of a BA Equivalent Loan in lieu thereof by such Non-Acceptance Lender, the CDOR Rate plus 10 basis points.

“Distribution” by a Person means:

any dividend or distribution on or in respect of the shares of such Person (including any payment in connection with any merger or consolidation) to the direct or indirect holders of its shares (except dividends or distributions payable solely in shares or in options, warrants or other rights to purchase shares, and except dividends or distributions payable by a Restricted Subsidiary to WFT or another Restricted Subsidiary); and

any purchase, redemption, acquisition or retirement for value with respect to any shares of such Person or any direct or indirect holding body of such Person (except purchases, redemptions, acquisitions or retirements for value with respect to any shares of a Restricted Subsidiary).

“Drawing” means the creation of Bankers’ Acceptances by a Canadian Lender in accordance with the provisions of this Agreement.

“Drawing Date” means any Business Day fixed in accordance with the provisions of this Agreement for a Drawing.

“EBITDA” means, for any particular period, Consolidated Net Income for such period,

plus, to the extent deducted in calculating Consolidated Net Income for such period:

the amount of all Interest Expense, depreciation, amortization (including amortization of goodwill), non-cash items in respect of (i) the closure, restructuring, conversion, sale, abandonment or other disposition of property, plant and equipment and (ii) write-downs of property, plant, equipment, timberlands and goodwill, equity-based compensation expense and income taxes for such period;

all extraordinary losses for such period determined in accordance with GAAP;

any loss resulting from a change in the exchange rate at which Indebtedness of WFT or any Restricted Subsidiary denominated in a foreign currency is translated into Canadian Dollars and exchange loss recognized through earnings on intercompany financing arrangements not considered part of WFT’s permanent investment in any Subsidiary formed in the United States;

any loss resulting from a “mark to market” or other determination of the fair value of a financial asset or financial liability associated with an unterminated financial instrument (as that term is defined and used in the CPA Handbook from time to time) of WFT or a Restricted Subsidiary; and

any amortization or depreciation included in the income statement relating to joint ventures of WFT that use the equity method of accounting under GAAP instead of the proportional consolidation method of accounting;

less, to the extent added in calculating Consolidated Net Income for such period:

all extraordinary gains for such period determined in accordance with GAAP;

any gain resulting from a change in the exchange rate at which Indebtedness of WFT or any Restricted Subsidiary denominated in a foreign currency is translated into Canadian Dollars and exchange gain recognized through earnings on intercompany financing arrangements not considered part of WFT’s permanent investment in any Subsidiary formed in the United States; and

any gain resulting from a “mark to market” or other determination of the fair value of a financial asset or financial liability associated with an unterminated financial instrument (as that term is defined and used in the CPA Handbook from time to time) of WFT or a Restricted Subsidiary.

“Enforcement Action” means, in respect of Subordinated Debt, any action taken by or on behalf of the holder or holders of such Subordinated Debt to accelerate, sue in respect of, or realize, exercise or enforce any right, entitlement, power or remedy under or in respect of such Subordinated Debt, including without limitation the appointment of a receiver, receiver-manager or similar official.

“Environmental Laws” means all applicable Laws and Governmental Approvals (whether or not having the force of Law, and including consent decrees as to which WFT or any of its Subsidiaries is a party or otherwise subject, and administrative orders which may affect WFT or any Subsidiary) relating to public or worker health and safety, protection of the environment or the release of Hazardous Materials.

“Equity Securities” means “equity securities” and “voting securities”, each as defined in the Securities Act (British Columbia).

“Equivalent Amount” means, unless another method of calculation is set out in this Agreement, on a particular date in respect of any amount expressed in a particular currency (the “first currency”), the equivalent amount expressed in a second designated currency (the “second currency”) determined by reference to the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at close of business on the immediately preceding Business Day) at which the first currency may be exchanged into the second currency as published on the Reuters Screen page BOFC. In the event that such rate does not appear on such Reuters Screen page, such rate shall be ascertained by reference to any other means (as selected by the Agent) by which such rate is quoted or published from time to time by the Bank of Canada; provided that if, at the time of any such determination, for any reason, no such exchange rate is being quoted or published, the Agent may use such reasonable method as it considers appropriate to ascertain such rate, and the resulting determination shall be conclusive absent demonstrable error.

“ERISA” means the Employee Retirement Income Security Act of 1974 (United States).

“ERISA Affiliate” means a member of a group of corporations or member of a group of trades or businesses (whether or not incorporated) under common control which, together with a Borrower, is treated as a single employer under Section 414(b), (c), (m) or (o) of the IRC or Section 4001(b) of ERISA.

“ERISA Plan” means any “employee benefit plan” as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which a Borrower maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the IRC or Title IV of ERISA, to which a Borrower or any ERISA Affiliate may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Erroneous Payment Subrogation Rights” has the meaning given in Section 12.9(f)(i).

“Event of Default” means any of the events specified in Section 9.1.

“Exchange Rate Swap Agreement” means any contract for sale, purchase, or exchange or for future delivery of foreign currency (whether or not the subject currency is to be delivered or exchanged), hedging contract, forward contract, swap agreement, futures contract, or other foreign exchange protection agreement or option with respect to any such transaction (or any combination of the foregoing or any derivative thereof), designed to hedge against fluctuations in foreign exchange rates.

“Excluded Taxes” means, with respect to the Agent, the US Agent or any Lender:

taxes imposed on or measured by overall net income or capital of the Agent, the US Agent or such Lender (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Agent, the US Agent or such Lender is organized or in which its principal office is located or in which its applicable lending office is located;

any branch profits taxes or any similar tax imposed by any jurisdiction in which a Borrower is located; and

U.S. federal withholding taxes imposed pursuant to FATCA.

“Existing Credit Agreement” has the meaning set forth in the first recital hereto.

“Face Amount” means, in respect of:

a Bankers’ Acceptance, the amount payable to the holder thereof on its maturity; and

a Letter of Credit, the maximum amount payable to the Beneficiary;

“FATCA” means sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the IRC

“Federal Funds Rate” means, for any day, an interest rate per annum expressed on the basis of a 360 day year equal to the weighted average (rounded upwards if necessary to the next 0.01%) of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding 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 0.01%) of the quotations at approximately 11:00 a.m. (New York time) for such day for such transactions received by the Agent or the US Agent (as applicable) from three federal funds brokers of recognized standing selected by the Agent or the US Agent in its sole discretion, provided that if such rate so determined for any purpose shall, at any time, be less than the Floor, such rate shall be deemed to be the Floor for all purposes herein.

“Floor” means 0.00% per annum.

“Foreign Lender” means:

in respect of the Canadian Lenders under the Revolver Facility and the Term Lenders, any Lender that is not organized under the laws of Canada and that is not otherwise considered or deemed in respect of any amount payable to it in respect of such Credit Facilities to be resident for income tax or withholding tax purposes in Canada by application of the laws of Canada; and

in respect of the US Lenders under the Revolver Facility, any Lender that is not organized under the laws of the United States and that is not otherwise considered or deemed in respect of any amount payable to it in respect of such Credit Facility to be resident for income tax or withholding tax purposes in the United States by application of the laws of the United States.

“Fronted Letter of Credit” means a Letter of Credit issued by the Fronting Lender as contemplated by Article 5.

“Fronting Lender” means TD Bank in its capacity as the issuer of Fronted Letters of Credit.

“GAAP” means, in relation to any Person at any time (but subject to Section 1.3), accounting principles generally accepted in Canada as recommended in the CPA Handbook or IFRS, in each case applied on a basis consistent with the most recent audited financial statements of such Person and, if applicable, its consolidated Subsidiaries (except for changes disclosed in the notes to such financial statements).

“Governmental Approval” means any permit, licence, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or by-law, rule or regulation, whether or not having the force of Law, of, by or from any Governmental Authority.

“Governmental Authority” means the government of Canada, the United States or any other nation, or of any political subdivision thereof, whether provincial, 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, including any supra-national bodies such as the European Union or the European Central Bank and including a minister of the Crown, the Superintendent of Financial Institutions or other comparable authority or agency.

“Guarantee” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other financial obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

to purchase such Indebtedness or any property constituting security therefor;

to advance or supply funds for the purchase or payment of such Indebtedness or to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness;

to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness of the ability of any other Person to make payment of the Indebtedness; or

otherwise to assure the owner of such Indebtedness against loss in respect of payment thereof;

“Hazardous Materials” means:

any oil (including petroleum and petroleum products, including crude oil and any fraction thereof), flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, contaminates, materials or pollutants which:

pose a hazard to any real property, the environment or to Persons on or about any real property; or

cause any real property to be in violation of any Law;

asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of limits prescribed by Law, or radon gas;

any chemical, material or substance defined as or included in the definition of “dangerous goods”, “deleterious substance”, “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous waste”, “toxic substances”, “waste” or words of similar import under any Law, including the Canadian Environmental Protection Act (Canada), Fisheries Act (Canada), Transportation of Dangerous Goods Act (Canada), Canada Water Act (Canada), CERCLA, Hazardous Materials Transportation Act (United States), Atomic Energy Act (United States), Federal Insecticide, Fungicide, and Rodenticide Act (United States) and any applicable legislation of any province, state or other jurisdiction (whether within or outside Canada or the United States); and

any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the environment, to the occupants of any real property or to any other Person coming upon any real property or adjacent or surrounding property;

“Hedge Agreement” means (i) any Commodity Swap Agreement, (ii) any Interest Rate Swap Agreement, or (iii) any Exchange Rate Swap Agreement.

“Hedge Obligation” means any indebtedness, liabilities and obligations (including all contingent obligations) of WFT or any of its Subsidiaries under a Hedge Agreement.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board and rules and interpretations promulgated thereunder.

“Indebtedness” means, with respect to any Person at any date, without duplication:

all indebtedness for borrowed money of such Person, including purchase money obligations and obligations in respect of bankers’ acceptances;

all deferred purchase price obligations of such Person and all liabilities created or arising under any conditional sale or other title retention agreement with respect to any property of such Person;

all Capital Lease Obligations of such Person;

the face amount of all outstanding letters of credit issued for the account of such Person (other than letters of credit relating to obligations included in Indebtedness of such Person pursuant to another clause of this definition) and, without duplication, the unreimbursed amount of all drawings thereunder;

indebtedness secured by any Lien on property or assets of such Person, whether or not assumed (but in any event not exceeding the fair market value of the property or asset);

all termination liabilities of such Person under Hedge Agreements with an original term to maturity exceeding six months, determined on a net mark- to-market basis as if such Hedge Agreements were terminated on such date, provided that if the net mark-to-market position reflects an amount receivable by such Person (rather than an amount payable) the amount receivable will not reduce other Indebtedness;

the redemption obligations of such Person in respect of Putable Securities; and

any Guarantee by such Person of any obligation set forth in paragraphs (i) through (vii) above of any other Person,

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Interest Expense” means, for any period, without duplication, all amounts that would, in accordance with GAAP, be deducted in computing Consolidated Net Income on account of interest or financing charges on Consolidated Indebtedness for that period or on account of asset securitization charges, including commitment fees, standby fees, stamping fees on bankers’ acceptances, imputed interest in respect of Capital Leases and amortization of debt discount, but excluding underwriting or arrangement fees.

“Interest Period” means, in respect of each Term SOFR Advance, a period of one, three or six months, or such other period as the Canadian Lenders or US Lenders, as applicable, may agree (in each case, subject to the availability thereof) (each such other period, a “Non-Standard Interest Period”), as specified by the applicable Borrower in the Borrowing Notice for such Term SOFR Advance, provided that:

the Interest Period shall commence on the date of an Advance of or a Conversion to a Term SOFR Advance and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires;

if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period with respect to a Term SOFR Advance would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

any Interest Period with respect to a Term SOFR Advance that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

no Interest Period may be selected for a Term SOFR Advance under the Revolver Facility which would end after the Revolver Facility Maturity Date, or under the Term Facility which would end after the Term Facility Maturity Date; and

no tenor that has been removed from this definition pursuant to Section 10.5 shall be available for specification in such Borrowing Notice.

“Interest Rate Swap Agreement” means any rate swap, rate cap, rate floor, rate collar, forward rate agreement, futures or other rate protection agreement or option with respect to any such transaction (or any combination of the foregoing, or any derivative thereof), designed to hedge against fluctuations in interest rates.

“Investment” means any investment, in cash or by delivery of property, made directly or indirectly in any Person whether by acquisition of securities, Indebtedness or other obligations or by loan, advance, capital contribution, granting of financial assistance (including, for greater certainty, a Guarantee of Indebtedness of such Person) or otherwise; provided, however, that “Investment” shall not include a routine investment in property to be used or consumed in the ordinary course of business.

“IRC” means the Internal Revenue Code of 1986 (United States).

“Judgment Currency” means the currency in which a court of competent jurisdiction may render judgment in connection with any litigation relating to the payment or repayment of Obligations under this Agreement.

“Law” means any law (including common law and equity), constitution, statute, order, treaty, regulation or rule having the force of law of any Governmental Authority.

“Lease-Leaseback Transaction” means an arrangement under which any property or asset is leased by WFT or any Restricted Subsidiary to a Person other than WFT or a Restricted Subsidiary, which (for consideration) leases or otherwise gives or grants the right to use such property or asset to WFT or any Restricted Subsidiary, regardless of the accounting treatment of such arrangement.

“Lender Assignment Agreement” means an agreement substantially in the form attached as Schedule 5.

“Lenders” means, collectively, the Canadian Lenders, the US Lenders and the Term Lenders, and “Lender” means any one Canadian Lender, US Lender or Term Lender.

“Lenders’ Counsel” means Farris LLP or such other law firm or firms as may from time to time be chosen by the Lenders to act on their behalf in connection with this Agreement.

“Letter of Credit Fee” means the fee payable in respect of the issuance of a Letter of Credit pursuant to Section 5.7(a).

“Letters of Credit” means letters of credit or letters of guarantee issued by the Fronting Lender or the Agent pursuant to Article 5, which may be either performance Letters of Credit or financial Letters of Credit.

“Lien” means any mortgage, pledge, lien, charge, hypothecation, security interest or other encumbrance, or any interest or title of any vendor or lessor under any conditional sale or other title retention agreement or Capital Lease, or any deposit of moneys or other property under any agreement under which such moneys or other property may be withdrawn only upon fulfilment of any condition as to the discharge of any Indebtedness or other obligation to any creditor.

“Majority Lenders” means, at any time, Lenders whose respective individual Commitments aggregate at least 50.1% of the total Commitments of all Lenders at such time, provided that, for purposes of declaring the Obligations to be due and payable pursuant to Section 9.2, and for all purposes after the Obligations become due and payable pursuant to Section 9.2 or Section 9.3 or the Commitments expire or terminate, “Majority Lenders” shall mean Lenders whose respective Principal Outstanding aggregates at least 50.1% of the total Principal Outstanding of all Lenders at such time.

“Material Adverse Effect” means:

any material adverse change in the assets, properties, operations, financial condition, business or prospects of WFT and its Restricted Subsidiaries, taken as a whole;

any material impairment or reduction in the ability (financial or otherwise) of WFT or WFUS to fulfil their respective obligations under this Agreement; or

any adverse effect on the validity or enforceability of any material provision of this Agreement.

“Material Restricted Subsidiary” means a Material Subsidiary that is also a Restricted Subsidiary.

“Material Subsidiary” means, at any time, any Subsidiary whose total assets (on a consolidated basis if such Subsidiary itself has Subsidiaries) determined in accordance with GAAP, represent, when multiplied by a fraction representing the proportionate ownership of such Subsidiary, more than 5% of the then Consolidated Net Tangible Assets.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which a Borrower or any ERISA Affiliate may have any liability.

“Non-Acceptance Discount Rate” means the CDOR Rate plus 10 basis points. (dj) “Non-Acceptance Lender” has the meaning set forth in Section 4.11.

“Non-Standard Interest Period” has the meaning specified in the definition of “Interest Period”.

“Norbord” means Norbord Inc., a corporation amalgamated under the laws of Canada.

“Notice of Default” means, in respect of Subordinated Debt, a notice from or on behalf of the holder or holders of such Subordinated Debt to the applicable WF Party and the Agent of the occurrence of a default or event of default (however defined) under the terms of such Subordinated Debt, entitling the holder or holders to demand or accelerate payment of such Subordinated Debt either immediately or after the lapse of a cure period.

“Notice of Repayment or Cancellation” means a notice substantially in the form attached as Schedule 2, signed by a Responsible Officer of the relevant Borrower.

“NY Prime Rate” means, for any day, a fluctuating rate per annum equal to the greater of:

the rate in effect for such day as announced by the US Agent from time to time and used by it as a reference rate for commercial loans made by it in the United States and denominated in US Dollars; and

the sum of the Federal Funds Rate plus 100 basis points per annum.

“NY Prime Rate Advances” means Advances on which interest is determined by reference to the NY Prime Rate in effect from time to time.

“Obligations” means, at any time, the amount equal to the sum of:

the Principal Outstanding under the Credit Facilities;

all accrued and unpaid interest thereon and all interest on accrued and unpaid interest; and

all accrued and unpaid fees, expenses, costs, indemnities, Compensation and other amounts payable to the Lenders, the Agent or the US Agent pursuant to the provisions of any Credit Facility Document or otherwise in respect of the Credit Facilities.

“Original Currency” means the currency in respect of which any Obligations are owed by a Borrower to a Lender in accordance with the provisions of this Agreement.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Facility Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Facility Document.

“Participant” means a Person which accepts a grant of participation in all or any part of a Lender’s interest in the Credit Facility in accordance with Section 12.17 of this Agreement.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (United States).

“Payment Account (Canada)” means the following accounts of the Agent:

“Payment Account (US)” means the following accounts of the US Agent:

“PBGC” means the Pension Benefit Guaranty Corporation, and its successors.

“Pension Plan” means any ERISA Plan that is subject to Section 412 of the IRC or Title IV of ERISA.

“Permitted Investments” means:

Investments in Cash Equivalents;

Investments by WFT in any Restricted Subsidiary, or by any Restricted Subsidiary in WFT or another Restricted Subsidiary; and

Investments in the Core Business.

“Permitted Liens” means, with respect to any Person:

Liens imposed by law, such as carriers’, warehousemen’s and builders’ liens or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be prosecuting an appeal or other proceedings for review (and as to which any enforcement proceedings shall have been effectively stayed);

Liens or trusts for taxes, assessments and other governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings (and as to which any enforcement proceedings shall have been effectively stayed);

pledges or deposits made by such Person under workers’ compensation laws, unemployment insurance laws or similar social security legislation or good faith deposits or bonds or similar instruments in connection with bids, tenders, leases, contracts (other than for the payment of Indebtedness) or expropriation proceedings, or deposits to secure surety and appeal bonds or deposits as security for contested taxes or import duties;

undetermined or inchoate liens, trusts, privileges and charges incidental to current operations which have not at such time been filed pursuant to law against the Person or which relate to obligations not due or delinquent;

the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, franchise, grant or permit acquired by such Person, or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other periodic payments as a condition of the continuance thereof;

security given by such Person to a public utility or to any municipal, governmental or other public authority when required by such authority in connection with the operations of the Person in the ordinary course of its business;

the reservations, limitations, provisos and conditions, if any, expressed in any original or subsequent grants from the Crown;

subdivision agreements, site plan control agreements, development agreements, servicing agreements and other similar agreements with municipal and other governmental authorities affecting the development, servicing or use of real property;

minor survey exceptions, minor encumbrances, easements or reservations of or rights of others for rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, title defects or irregularities, zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, state, municipal or other governmental bodies or regulatory authorities, including municipal by-laws and regulations, airport zoning regulations, restrictive covenants and other land use limitations, public or private, by-laws and regulations and other restrictions as to the use of real properties and timberlands or Liens incidental to the conduct of the business of such Person or the ownership of its properties which were not incurred in connection with Indebtedness or other extensions of credit and which do not in the aggregate materially detract from the value of such properties or materially impair their use in the operation of the business of such Person;

any Lien created by or related to legal proceedings so long as that Lien is discharged, vacated, bonded or otherwise provided for within 30 days of attachment;

Liens upon or with respect to any property of a Restricted Subsidiary of WFT securing Indebtedness of such Restricted Subsidiary to WFT or another Restricted Subsidiary;

Liens granted by WFT or any of its Subsidiaries in connection with participation in an unincorporated joint venture in favour of the other participants in such joint venture, provided (i) such Liens are limited to the interest of WFT or such Subsidiary, as the case may be, in the assets or products of such joint venture and (ii) each other participant in such joint venture has given a corresponding Lien on its interest in the joint venture in favour of WFT or such Subsidiary, as the case may be;

any Liens whenever incurred in respect of ANC and limited to the assets of ANC and any related or affiliated operations or ventures of ANC, to the extent that each such Lien arises pursuant to an instrument, the terms of which provide that, in the event of any default by ANC, no recourse for the payment of the principal of, premium, if any, or interest on such Indebtedness may be had against any assets of ANC other than the assets covered by such Lien; provided that if an Event of Default has occurred and is continuing, no further Permitted Liens as defined in this paragraph may be incurred or entered into except that WFT or a Subsidiary may grant a Permitted Lien as defined in this paragraph if WFT or such Subsidiary had committed to do so before the occurrence of such Event of Default;

bankers’ liens, rights of set-off and other similar Liens existing solely with respect to cash or Cash Equivalents on deposit in one or more accounts maintained by a Borrower or a Subsidiary, in each case granted in the ordinary course of business in favour of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any other Indebtedness;

Liens existing or deemed to exist in connection with contractual or other set-off rights in the ordinary course of business, but excluding any contractual right of set-off in connection with Indebtedness;

the filing of financing statements in connection with operating leases, consignments of goods or absolute transfers of accounts receivable not restricted by this Agreement; and

any other Liens which are not otherwise Permitted Liens, not to exceed at any time in aggregate an amount equal to 5% of Consolidated Net Tangible Assets, as determined as at the end of the most recent fiscal quarter of WFT occurring prior to the time the relevant Lien is incurred.

“Permitted Subsidiary Unsecured Indebtedness” means:

Indebtedness of a Restricted Subsidiary of WFT to WFT or to another wholly-owned Restricted Subsidiary of WFT;

Indebtedness of Norbord Europe Limited to any Person other than WFT or to another wholly-owned Restricted Subsidiary of WFT up to US$50,000,000;

Indebtedness of Norbord Panels USA Inc. to any Person other than WFT or to another wholly-owned Restricted Subsidiary of WFT up to US$10,000,000; and

a Guarantee by any Subsidiary of the obligations of WFT or WFUS under this Agreement, or a Guarantee of the obligations of any other guarantor under its respective Guarantee.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“POA Letter of Credit” means a Letter of Credit issued by the Agent as attorney for all Canadian Lenders pursuant to Article 5.

“Prime Rate” on any day means the greater of:

the rate of interest per annum then in effect (based on a year of 365 days) established and reported by TD Bank from time to time as the reference rate of interest for the determination of interest rates that TD Bank charges to customers of varying degrees of creditworthiness for Canadian Dollar loans made by it in Canada and designated by it as its “prime rate”; and

the sum of:

the CDOR Rate applicable to one month Bankers’ Acceptances; plus

100 basis points;

“Prime Rate Advances” means Advances on which interest is determined by reference to the Prime Rate in effect from time to time.

“Principal Outstanding” means, at any time, the amount equal to:

when used in a context pertaining to Accommodations made by a single Lender, the sum of:

the aggregate principal amount of all Advances and BA Equivalent Loans then outstanding made by such Lender; and

the Face Amount of all Accommodations then outstanding made by such Lender by way of Bankers’ Acceptances (whether or not held by such Lender) and Letters of Credit (including such Lender’s pro rata interest in Letters of Credit issued by the Fronting Lender); and

when used elsewhere in this Agreement, the sum of:

the aggregate principal amount of all Advances and BA Equivalent Loans then outstanding made by the Lenders; and

the Face Amount of all Accommodations then outstanding made by the Lenders by way of Bankers’ Acceptances (whether or not held by the respective Lenders) and Letters of Credit.

“Proportionate Share” means, at any time in respect of a particular Lender, the proportion that the aggregate of the Canadian Lender Revolver Commitment and the US Lender Revolver Commitment of the applicable Canadian Lender and US Lender, respectively, under the Revolver Facility (excluding the Swingline Commitments in the case of the Swingline Lenders) at such time bears to the total Commitments of all Lenders under the Revolver Facility (excluding the Swingline Commitments) at such time.

“Putable Securities” means preferred shares which are redeemable on a mandatory basis or at the option of the holder.

“Quarterly Compliance Certificate” means the certificate of the chief financial officer or other Authorized Officer of WFT required to be delivered to the Lenders following each fiscal quarter of WFT pursuant to Section 8.2(b), substantially in the form attached as Schedule 3.

“Revolver Facility” means the Credit Facility described in Section 2.1(a).

“Revolver Maturity Date” means the fifth anniversary of the Closing Date.

“Reporting Issuer” means “reporting issuer” as defined in the Securities Act (British Columbia) or a Person having similar status under the securities legislation of any other jurisdiction, but does not include WFT or any Affiliate of WFT.

“Responsible Officer” means, as to a Borrower, any Authorized Officer of such Borrower, any vice president or controller of such Borrower, the General Manager, Treasury of such Borrower and any other person as may from time to time be designated in writing to the Agent or the US Agent, as applicable, by the president, the chief executive officer or the chief financial officer of such Borrower.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of WFT that is not at that time an Unrestricted Subsidiary.

“Rollover” means:

the issuance of Bankers’ Acceptances on any day in a Face Amount not exceeding the Face Amount of Bankers’ Acceptances maturing on that day, the proceeds from which are used (directly or indirectly) to pay the maturing Bankers’ Acceptances; and

the continuation of a Term SOFR Advance for a further Interest Period without increasing the principal amount thereof.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors.

“Sale-Leaseback Transaction” means an arrangement under which title to any property or asset, or an interest therein, is transferred by WFT or any Restricted Subsidiary to a Person other than WFT or a Restricted Subsidiary, which (for consideration) leases or otherwise gives or grants the right to use such property or asset or interest therein to WFT or any Restricted Subsidiary, whether or not in connection therewith the transferor also acquires a right or is subject to an obligation to re-acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.

“Schedule I Bank”, “Schedule II Bank” or “Schedule III Bank” mean a bank under (as the case may be) Schedule I or II of the Bank Act (Canada) or an authorized foreign bank under Schedule III of the Bank Act (Canada).

“Senior Debt” of a WF Party means the principal of and premium (if any) and interest on and other amounts in respect of all Indebtedness of such WF Party (including without limitation any Indebtedness of such WF Party under this Agreement, as from time to time amended or restated, or any Guarantee delivered by such WF Party pursuant to this Agreement), other than Subordinated Debt and existing or future Indebtedness of such WF Party which, by the terms of the instrument creating or evidencing such other Indebtedness, is expressed to be pari passu with, or subordinate in right of payment to, other Indebtedness of such WF Party that is Subordinated Debt.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Stamping Fee” has the meaning ascribed to that term in Section 4.6. (fa) “Standby Fees” means the fees described in Section 2.28.

“Subordinated Debt” means unsecured Indebtedness of a WF Party that is either issued under a Subordinated Debt Indenture or is the subject of a Subordinated Debt Agreement.

“Subordinated Debt Indenture” means a trust indenture between a WF Party and an indenture trustee providing for the issuance of unsecured debt securities that are, by the express terms of such indenture, subordinated in right of payment to the prior payment in full of all Senior Debt of such WF Party.

“Subordinated Debt Agreement” means an agreement among a WF Party (the “WF Debtor”) that has incurred or intends to incur Subordinated Debt, the creditor or creditors in respect of such Indebtedness (in this definition, the “Creditor”) and the Agent on behalf of the Lenders, under which the WF Debtor and the Creditor agree with the Agent on behalf of the Lenders that the Indebtedness that is the subject of such agreement will be subordinated in right of payment to the prior payment in full of all Senior Debt of such WF Party on terms satisfactory to the Agent.

“Subsidiary” means at any time, as to any Person:

any corporation of which shares (other than directors’ qualifying shares) entitling the holder or holders of such shares to cast more than 50% of the votes carried by all shares of such corporation having the right to vote (not dependent on any contingency) for the election of directors of such corporation, are at the time owned by such Person, or by any one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person;

any limited partnership of which such Person is a general partner, or any other partnership of which more than 50% of the outstanding partnership interests are at the time owned by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; and

any other entity which is directly or indirectly Controlled by such Person, or by one or more Subsidiaries of such Person or by such Person and one or more of its Subsidiaries;

“Swingline Advances” means Advances under the WFT Swingline and the WFUS Swingline.

“Swingline Commitments” means the WFT Swingline Commitment and the WFUS Swingline Commitment.

“Swingline Lenders” means the WFT Swingline Lender and the WFUS Swingline Lender.

“Takeover Bid” means any offer to acquire outstanding Equity Securities (which shall include an offer to purchase Equity Securities, solicitation of an offer to sell Equity Securities, acceptance of an offer to sell Equity Securities whether or not the offer to sell was solicited, or any combination of the foregoing) of any Reporting Issuer (the “Target”) where, as of the date of the offer to acquire, the Equity Securities that are subject to the offer to acquire, together with the Equity Securities of the Target that are beneficially owned, or over which control or direction is exercised, by WFT and its Affiliates and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate the lesser of such percentage of outstanding Equity Securities as is considered to be a “takeover bid” under any law or regulation applicable to the Target and 10% or more of all of the outstanding Equity Securities of that class of Equity Securities of the Target; and “Hostile Takeover Bid” means a Takeover Bid that the board of directors or like body of the Target has not approved or recommended be accepted by security holders of the Target, in circumstances where such board or like body is required, under any law or regulation applicable to the Target, to prepare a directors’ circular or like document that includes either a recommendation to accept or to reject the Takeover Bid or a statement that they are unable to make or are not making a recommendation.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TD Bank” means The Toronto-Dominion Bank or any successor.

“Term Facility” means the Credit Facility described in Section 2.1(b).

“Term Lenders” means those financial institutions whose names are set forth on the execution pages hereof under the heading “Term Lenders” and their respective successors and assigns.

“Term Maturity Date” means the second anniversary of the Closing Date.

“Term SOFR” means, for any Interest Period for a Term SOFR Advance, or for a one month period for the purposes of paragraph (iii) of the definition of “US Base Rate”, the Term SOFR Reference Rate (rounded upward to the nearest fifth decimal place, if necessary) for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two US Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding US Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding US Government Securities Business Day is not more than three US Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Adjustment” means, with respect to Term SOFR, 10 basis points.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent or the US Agent in its discretion, acting reasonably).

“Term SOFR Advances” means Advances on which interest is determined by reference to the Adjusted Term SOFR in effect from time to time, other than pursuant to paragraph (iii) of the definition of “US Base Rate”.

“Term SOFR Determination Date” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“this Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement as supplemented or amended and not to any particular Article, Section, Schedule or other portion hereof, and the expressions “Article”, “Section” and “Schedule” followed by a number mean and refer to the specified Article, Section or Schedule of this Agreement.

“Total Capitalization” means, at any time, the aggregate of Consolidated Shareholders’ Equity, Consolidated Indebtedness and Category 2 Subordinated Debt at such time.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits, as published by the International Chamber of Commerce and in effect from time to time.

“Unrestricted Subsidiary” means, at any time, any direct or indirect Subsidiary of WFT that has been and continues to be designated as an Unrestricted Subsidiary by WFT pursuant to Section 1.7.

“US Agent” means Toronto Dominion (Texas) LLC in its role as administration agent for the US Lenders hereunder in respect of all matters pertaining to the Revolver Facility, and any successor administration agent appointed for that purpose in accordance with the provisions of this Agreement.

“US Base Rate” means, for any day, a rate per annum equal to the greatest of::

the annual rate of interest announced from time to time by TD Bank as being its reference rate then in effect for determining interest rates on United States Dollar demand loans made by TD Bank in Canada in effect on such day;

the Federal Funds Rate in effect on such day plus 1.00%; and

Adjusted Term SOFR for a one-month tenor in effect for such day plus 1.00%,

“US Base Rate Advances” means Advances on which interest is determined by reference to the US Base Rate in effect from time to time.

“US Dollars” and “US$” each mean lawful money of the United States of America.

“US Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“US Lender Revolver Commitment” means, as to any US Lender, the obligation of that US Lender to make Accommodations to WFUS under the Revolver Facility in an aggregate principal amount not exceeding the applicable amount set forth opposite such US Lenders’ name on Part 1 of Appendix A to this Agreement, as such amounts may be reduced or reallocated from time to time in accordance with the provisions of this Agreement.

“US Lenders” means those financial institutions whose names are set forth on the execution pages hereof under the heading “US Lenders” and their respective successors and assigns.

“US Lending Office” means, as to each US Lender, the office of such Lender specified as the US Lending Office of such Lender in Appendix A, or such other office as such Lender may from time to time designate as its US Lending Office by notice to the US Agent.

“US Note Indenture” means the indenture dated as of October 15, 2014 between WFT, as issuer, and The Bank of New York Mellon, as current trustee, under which WFT has issued US$300 million principal amount of 4.35% Senior Notes due October 15, 2024 (the “US Notes”), as amended, restated, supplemented or otherwise modified or replaced from time to time.

“WF Mills” means West Fraser Mills Ltd., a company formed by amalgamation under the laws of the Province of British Columbia.

“WF Party” means WFT, WFUS and any other Subsidiary of WFT.

“WFT” means West Fraser Timber Co. Ltd., a company formed by amalgamation under the laws of the Province of British Columbia.

“WFT Swingline” means that portion of the Revolver Facility to be made available by the WFT Swingline Lender to WFT as described in Section 2.10 (whether in Canadian Dollars or US Dollars) and “WFT Swingline Advance” means an Advance under the WFT Swingline.

“WFT Swingline Commitment” means US$50,000,000 (or the Equivalent Amount in Canadian Dollars) to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement.

“WFT Swingline Lender” means TD Bank acting in its capacity as the Lender of WFT Swingline Advances under Section 2.10.

“WFUS” means West Fraser (USA), Inc., a corporation incorporated under the laws of the State of Delaware.

“WFUS Swingline” means that portion of the Revolver Facility to be made available by the WFUS Swingline Lender to WFUS as described in Section 2.10 (in US Dollars), and “WFUS Swingline Advance” means an Advance under the WFUS Swingline.

“WFUS Swingline Commitment” means US$15,000,000 to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement.

“WFUS Swingline Lender” means Wells Fargo Bank, National Association (or such other US Lenders as may be so designated by WFUS from time to time) acting in its capacity as the Lender of WFUS Swingline Advances under Section 2.10.

Computation of Time.

Accounting Terms.

All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with GAAP applied on a basis consistent with those principles as of January 1, 2021.

Notwithstanding GAAP, whenever this Agreement makes reference to any financial term of WFT and the Restricted Subsidiaries on a consolidated basis, such consolidation shall not include Unrestricted Subsidiaries.

Gender; Singular, Plural, etc.

Use of Inclusive Words.

Successors, etc.

reference to any body corporate shall include successors thereto, whether by way of amalgamation or otherwise;

references to any statute, enactment or legislation or to any section or provision thereof shall include a reference to any order, ordinance, regulation, rule or by-law or proclamation made under or pursuant to that statute, enactment or legislation and all amendments, modifications, consolidations, re-enactments or replacements thereof or substitutions therefor from time to time; and

reference to any agreement, instrument, Governmental Approval or other document shall include reference to such agreement, instrument, Governmental Approval or other document as the same may have been or may from time to time hereafter be amended, supplemented, replaced or restated.

Designation of Subsidiaries.

a written notice of such designation; and

a certificate of an Authorized Officer of WFT (together with such other documentation as the Agent or the US Agent may reasonably require) that (i) such designation shall not cause a Default or Event of Default, and (ii) the financial covenants in Sections 8.3(a), 8.3(b) and 8.3(c) would have been satisfied on a pro forma basis as at the end of the most recent fiscal quarter if the designation had occurred on such fiscal quarter end (in the case of Sections 8.3(a) and 8.3(c)) or on the first day of the period of four fiscal quarters ending on such fiscal quarter end (in the case of Section 8.3(b)).

Interpretation not Affected by Headings.

General Provisions as to Certificates and Opinions.

Incorporation of Appendix and Schedules.

Transition from Existing Credit Agreement.

all Fronted Letters of Credit (as defined in the Existing Credit Agreement) issued at the request of Norbord under the Existing Credit Agreement and outstanding on the Closing Date shall automatically become and shall constitute Fronted Letters of Credit which are outstanding under this Agreement as Accommodations to WFT under the Revolver Facility from the date such conditions are satisfied, and such Fronted Letters of Credit may be amended following the Closing Date until the expiry thereof at the request of WFT;

each other Accommodation under or in connection with the Existing Credit Agreement shall be considered to be continuing as an Accommodation to the applicable Borrower (in each case, of the same nature and with the same Lender) under this Agreement;

LIBOR Advances (as defined in the Existing Credit Agreement) shall no longer be available and shall be replaced with the availability of SOFR Advances in accordance with this Agreement; and

notwithstanding the foregoing, if the Closing Date falls before the last day of an Interest Period for a LIBOR Advance outstanding under the Existing Credit Agreement as of the Closing Date:

the reference interest rate for such LIBOR Advance for that Interest Period shall continue to be the then-current LIBOR for that LIBOR Advance for that Interest Period;

any such existing LIBOR Advance shall be subject to the terms and conditions of the Existing Credit Agreement relating to LIBOR Advances in effect prior to giving effect to this Agreement (which terms and conditions are hereby incorporated into this Agreement by reference solely for such purpose); and

any such existing LIBOR Advances shall be repaid or converted to another Type of Advance in accordance with this Agreement at the end of the applicable Interest Period.

Joint and Several Liability

Credit Facilities.

a revolving term facility in the maximum principal amount (subject to Section 2.2) of US$1,000,000,000 (or the Equivalent Amount in Canadian Dollars), to be made available to the Borrowers by the Canadian Lenders and the US Lenders (the “Revolver Facility”); and

a non-revolving term loan (the “Term Facility”) in the maximum principal amount of US$200,000,000, to be made available to WFT by the Term Lenders (the “Term Facility”).

Accordion.

Purpose.

Availability.

Subject to the provisions of Article 6, the Revolver Facility will be available for drawdown commencing on the Closing Date and terminating on the Business Day immediately preceding the Revolver Maturity Date:

The Term Facility was fully drawn prior to the Closing Date and is not available for further drawdown.

Lenders’ Commitments.

Lending Offices.

to WFT, by each Canadian Lender or Term Lender, as the case may be, through its Canadian Lending Office; or

to WFUS, by each US Lender through its US Lending Office.

Revolving/Non-Revolving Nature of Credit Facilities.

Revolver Facility Borrowing Options.

Prime Rate Advances in Canadian Dollars, US Base Rate Advances in US Dollars or SOFR Advances in US Dollars pursuant to Article 3 hereof;

Bankers’ Acceptances in Canadian Dollars pursuant to Article 4 hereof; and

Letters of Credit in Canadian Dollars or US Dollars under the Revolver Facility, to a maximum aggregate Face Amount of US$75,000,000 (or the US Dollar Equivalent thereof in Canadian Dollars) outstanding at any time, issued as POA Letters of Credit by the Agent or as Fronted Letters of Credit by the Fronting Lender, in each case pursuant to Article 5 hereof.

Term Facility Borrowing Options.

Swingline Advances.

Available Amount of the Credit Facilities.

Repayment of Revolver Facility.

Repayment of Term Facility.

Optional Repayment.

Optional Reduction of Commitments.

Repayment of Principal Outstanding to Reflect Commitments.

General Interest Provisions.

in the event of any dispute, disagreement or adjudication involving or pertaining to the determination of Prime Rate, NY Prime Rate, US Base Rate, CDOR Rate, Federal Funds Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR in effect at any time, the certificate of the Agent or the US Agent (as applicable) as to such rate shall be accepted, in the absence of demonstrable error, as prima facie evidence thereof for all purposes of this Agreement;

each determination by the Agent or the US Agent (as the case may be) of the amount of interest, Stamping Fees, Standby Fees or other amounts due from a Borrower hereunder shall, in the absence of demonstrable error, be prima facie evidence of the accuracy of such determination;

all interest and other amounts payable shall accrue daily, be computed as described herein, and be payable both before and after demand, maturity, default and judgment;

to the maximum extent permitted by law, the covenant of a Borrower to pay interest at rates provided herein shall not merge in any judgment relating to any obligation of such Borrower to the Lenders, the Agent or the US Agent;

in no event shall any interest, fees or other amounts payable hereunder exceed the maximum permitted by law; in the event any such interest or fee exceeds such maximum rate, such interest or fee shall be reduced to the maximum rate recoverable under law and the Lenders and the Borrowers shall be deemed to have agreed to such amount by contract;

for the purposes of the Interest Act (Canada):

the annual rate of interest which is equivalent to the interest rate determined by reference to Adjusted Term SOFR or Adjusted Daily Simple SOFR shall be the determined rate multiplied by a fraction, the numerator of which is the total number of days in such year and the denominator of which is 360;

unless otherwise stated, the rates of interest or Standby Fees specified in this Agreement are to be calculated on the basis of a year of 365 days and the annual rate of interest or Standby Fee which is equivalent to the interest rate or fee determined by reference to such 365 day period hereunder shall be the determined rate or fee multiplied by a fraction, the numerator of which is the total number of days in such year and the denominator of which is 365;

the principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; and

the rates of interest specified in this Agreement are intended to be nominal rates and not effective rates.

Payments.

WFT shall make each payment required to be made by it not later than 2:00 p.m. (Toronto time) in the currency of the Accommodation or other obligation in respect of which such payment is made (either Canadian Dollars or US Dollars) on the day (subject to Section 2.19) when due, in same day funds, by deposit of such funds to the applicable Payment Account (Canada).

WFUS shall make each payment required to be made by it not later than 2:00 p.m. (New York City time) in US Dollars on the day (subject to Section 2.19) when due, in same day funds, by deposit of such funds to the Payment Account (US).

All payments of principal, interest and fees, unless otherwise expressly stipulated, shall be made for the account of, and distributed by the Agent or the US Agent to, the Lenders entitled thereto pro rata on the basis of their respective Commitments under the applicable Credit Facility; provided that, in the event that certain Lenders under such Credit Facility have received payment of interest as accrued up to a certain date, and other Lenders under such Credit Facility have only received payment as accrued up to an earlier date, any amounts required to be applied to interest hereunder shall first be paid to such other Lenders, until all Lenders under such Credit Facility have received payment of interest as accrued up to the same date, and thenceforth to all Lenders under such Credit Facility as otherwise required by this Agreement.

If on any date liquidated amounts (other than interest and fees) would be payable under this Agreement in the same currency by a Borrower to certain Lenders and by such Lenders to that Borrower, then on such date, at the election of and upon notice from the Agent or the US Agent (as applicable) stating that netting is to apply to such payments, each such party’s obligations to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by such Borrower to such Lenders exceeds the aggregate amount that would otherwise have been payable by such Lenders to such Borrower or vice versa, such obligations shall be replaced by an obligation upon such Borrower or such Lenders by whom the larger aggregate amount would have been payable to pay to the other the excess of the larger aggregate amount over the smaller aggregate amount.

Except as set forth in paragraph (d) above, each payment made by a Borrower under this Agreement shall be made without set-off or counterclaim.

Business Day Payments.

Interest on Overdue Amounts.

Breakage Costs.

any payment being made by such Borrower in respect of a Term SOFR Advance (due to acceleration of the maturity of the Advance hereunder, an optional prepayment of principal or for any other reason) on a day other than the last day of an Interest Period applicable thereto;

the failure of such Borrower to give notice in the manner and at the times required hereunder;

the failure of such Borrower to accept an Advance or make a Drawing after delivery of a Borrowing Notice in the manner and at the time specified in such Borrowing Notice; or

the failure of such Borrower to make a payment or a prepayment to the Agent or the US Agent in the manner and at the time specified in a notice given to the Agent or the US Agent.

Borrowers’ Failure to Pay.

Application of Payments.

first, to fulfil such Borrower’s obligation to pay accrued and unpaid interest due and owing on the principal amount of Advances or unpaid Stamping Fees in respect of Bankers’ Acceptances;

second, to fulfil such Borrower’s obligation to pay any other fees which are due and owing, and any accrued and unpaid costs and expenses of the Lenders in connection with any of the Credit Facility Documents;

third, to fulfil such Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of Borrowings and such Borrower’s reimbursement obligations in respect of Bankers’ Acceptances; and

fourth, to fulfil any other obligation of such Borrower under this Agreement.

Conditions Solely for the Benefit of the Lenders.

No Waiver.

Authorized Debit.

Payment to Agent or US Agent.

Standby Fees.

to the Agent, for the account of each Canadian Lender under the Revolver Facility, a Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the fifth Business Day of the first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the Canadian Lender Revolver Commitment of such Lender (excluding the Swingline Commitments in the case of the Swingline Lenders) and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers (excluding, in the case of the Swingline Lenders, any outstanding Swingline Advances), at the applicable rate per annum set forth under the heading “Standby Fees” in the definition of Applicable Margin; and

to the US Agent, for the account of each US Lender under the Revolver Facility, a Standby Fee from and after the date of this Agreement payable in US Dollars quarterly in arrears on the fifth Business Day of the first month following the end of each fiscal quarter of WFT, and on the Revolver Maturity Date, calculated on a daily basis on the difference between the US Lender Revolver Commitment of such Lender and the aggregate Principal Outstanding under the Revolver Facility owed to such Lender from the Borrowers, at the applicable rate per annum set forth under the heading “Standby Fees” in the definition of Applicable Margin,

WFT Swingline Commitment will be calculated at the applicable rate described above and be paid by WFT to the WFT Swingline Lender quarterly in arrears on the fifth Business Day of the first month following the end of each fiscal quarter of WFT; and

WFUS Swingline Commitment will be calculated at the applicable rate described above and be paid by WFUS to the WFUS Swingline Lender quarterly in arrears on the fifth Business Day of the first month following the end of each fiscal quarter of WFT.

Agent’s Fee.

Agent’s Discretion on Allocation.

allocate to each Lender its rateable portion of an Accommodation in accordance with Section 3.4 or 4.5 by reason of the occurrence of circumstances described in Article 10; or

allocate a Drawing among the Canadian Lenders such that the aggregate amount of Bankers’ Acceptances required to be accepted hereunder complies with the minimum amounts or increments set forth in Section 4.2(a),

Rollovers and Conversions.

Subject to the terms and conditions of this Agreement, a Borrower may from time to time request that any Drawing or type of Borrowing or any portion thereof be rolled over or converted in accordance with the provisions hereof. No Borrower may request a Conversion into a type of Borrowing which is not available to such Borrower under Section 2.8 or 2.9, as the case may be.

A Rollover or Conversion shall not constitute a repayment of the relevant Accommodation or a re-borrowing by the applicable Borrower but shall result in a change in the basis of calculation of interest, discounts or fees (as the case may be) for, or currency of, such Accommodation. Where a Conversion takes place from a US Dollar Advance to a Canadian Dollar Advance, or vice versa, the Conversion may be effected only by the applicable Borrower repaying the entire Principal Outstanding under the existing Advance (together with all accrued and unpaid interest thereon), in the currency of such existing Advance, and receiving the proceeds of the new Advance in the currency of such new Advance.

Notwithstanding any other provision of this Agreement, at no time shall there be more than 20 separate maturity dates, in aggregate, for all Term SOFR Advances and Bankers’ Acceptances outstanding under the Credit Facilities.

Reallocation of Canadian Lender and US Lender Revolver Commitments.

WFT may, at any time on no less than 30 days’ prior written notice, require that the Agent reallocate, amongst the Canadian Lenders and the US Lenders, the Canadian Lender Revolver Commitments and the US Lender Revolver Commitments, provided that, as the case may be, any increase in a Canadian Lender Revolver Commitment for a Canadian Lender must have a corresponding decrease in the US Lender Revolver Commitment for the corresponding US Lender or any increase in a US Lender Revolver Commitment for a US Lender must have a corresponding decrease in the Canadian Lender Revolver Commitment for the corresponding Canadian Lender.

Application of any such reallocation request shall be subject to there being no outstanding Borrowings under the Revolver Facility that would result in the Borrowings exceeding the reallocated Commitments as at the effective date of such reallocation, provided that, on the request of the Borrowers, the Agent and the Lenders may terminate any outstanding Term SOFR Advances or Bankers’ Acceptances as may be necessary to permit such a reallocation request in accordance with the foregoing. Each Borrower agrees that it shall be bound by the indemnification provisions of Section 2.21 with respect to all breakage costs incurred by an Agent or any Lender with respect to the termination of any existing Term SOFR Advances, and that Section 4.9 shall apply to the prepayment of any Bankers’ Acceptances, in each case for such purposes.

Following such reallocation, the Agent shall make such changes as are necessary to Part 1 of Appendix A to this Agreement to reflect such reallocation.

Conforming Changes

Advances.

Minimum Advances.

Notice Requirements for Advances.

on at least two Business Days’ prior written notice, in the case of Prime Rate Advances, NY Prime Rate Advances or US Base Rate Advances; and

on at least three Business Days’ prior written notice, in the case of a SOFR Advance.

Payment of Advances to Agent or US Agent.

Canadian Dollars, in the case of a Prime Rate Advance; or

US Dollars, in the case of a US Base Rate Advance or a SOFR Advance.

Notices Irrevocable.

Election of Interest Rates and Currencies.

in the case of a Term SOFR Advance, the end of the initial Interest Period applicable thereto as specified in the applicable Borrowing Notice; or

in the case of a Prime Rate Advance, NY Prime Rate Advance, US Base Rate Advance or Daily Simple SOFR Advance, the date on which such Advance is repaid in full.

Continuation of Term SOFR Advances.

Conversion of Advances.

WFT may from time to time, by delivering a Borrowing Notice to the Agent, elect to make a Conversion of any outstanding Term SOFR Advance, Daily Simple SOFR Advance or US Base Rate Advance under the Revolver Facility, as follows:

if such Advance is a Term SOFR Advance, WFT may elect to convert such Term SOFR Advance in whole or in part to a US Base Rate Advance or a Daily Simple SOFR Advance beginning on the last day of the then current Interest Period applicable to such Term SOFR Advance;

if such Advance is a Daily Simple SOFR Advance, WFT may elect to convert such Daily Simple SOFR Advance in whole or in part to a Term SOFR Advance or a US Base Rate Advance; and

if such Advance is a US Base Rate Advance, WFT may elect to convert such US Base Rate Advance in whole or in part to a Term SOFR Advance or a Daily Simple SOFR Advance.

WFUS may, from time to time, by delivering a Borrowing Notice to the US Agent, elect to make a Conversion of any outstanding Advance under the Revolver Facility, as follows:

if such Advance is a Term SOFR Advance, WFUS may elect to convert such Term SOFR Advance in whole or in part to a NY Prime Rate Advance or a Daily Simple SOFR Advance beginning on the last day of the then current Interest Period applicable to such Term SOFR Advance;

if such Advance is a Daily Simple SOFR Advance, WFUS may elect to convert such Daily Simple SOFR Advance in whole or in part to a Term SOFR Advance or a NY Prime Rate Advance; and

if such Advance is a NY Prime Rate Advance, WFUS may elect to convert such NY Prime Rate Advance in whole or in part to a Term SOFR Advance or a Daily Simple SOFR Advance.

WFT may from time to time, by delivering a Borrowing Notice to the Agent, elect to make a Conversion of any outstanding Advance under the Term Facility, as follows:

if such Advance is a Term SOFR Advance, WFT may elect to convert such Term SOFR Advance in whole or in part to a US Base Rate Advance or a Daily Simple SOFR Advance beginning on the last day of the then current Interest Period applicable to such Term SOFR Advance;

if such Advance is a Daily Simple SOFR Advance, WFT may elect to convert such Daily Simple SOFR Advance in whole or in part to a Term SOFR Advance or a US Base Rate Advance; and

if such Advance is a US Base Rate Advance, WFT may elect to convert such US Base Rate Advance in whole or in part to a Term SOFR Advance or a Daily Simple SOFR Advance.

Each such election shall be made on at least three Business Days’ prior written notice for a Conversion into a Term SOFR Advance or a Daily Simple SOFR Advance and on at least two Business Days’ notice in any other case, given not later than 1:30 p.m. (Toronto time), by the applicable Borrower to the Agent or the US Agent (as applicable).

Each Borrowing Notice delivered pursuant to this Section shall specify the new Type of Advance selected, the date on which the requested Conversion is to be made, the currency (if changed) and, if the new Type of Advance is a Term SOFR Advance, the duration of the initial Interest Period applicable thereto.

Automatic Conversion of Term SOFR Advances.

a Borrowing Notice continuing such Term SOFR Advance by way of a Rollover for a further Interest Period pursuant to Section 3.7; or

a Borrowing Notice converting such Term SOFR Advance into a different Type of Advance pursuant to Section 3.8 or (in the case of WFT) into Bankers’ Acceptances pursuant to Section 4.12; or

a Notice of Repayment or Cancellation;

Interest on Term SOFR Advances.

Interest on Prime Rate, NY Prime Rate, US Base Rate and Daily Simple SOFR Advances.

Commitment

Drawings.

Each Bankers’ Acceptance presented by WFT for acceptance shall be in an integral multiple of Cdn$100,000 and shall mature and be payable on a Business Day which occurs one, two or three months (or such other period as the Lenders may agree) after the date thereof, provided that the Agent may at its discretion restrict the term or maturity date of any Bankers’ Acceptance. All Bankers’ Acceptances presented by WFT to the Lenders for acceptance on a particular day shall aggregate at least Cdn$10,000,000.

Each Drawing shall be made on two Business Days’ prior written notice given not later than 11:30 a.m. (Toronto time) by WFT to the Agent by way of a Borrowing Notice. The Agent shall give each Lender prompt written notice thereof and of such Lender’s rateable portion (which shall be rounded to the nearest Cdn$1,000) of Bankers’ Acceptances to be accepted under the Drawing.

WFT shall not request in a Borrowing Notice a maturity date for a Bankers’ Acceptance which would be subsequent to the Revolver Maturity Date.

Each Borrowing Notice shall be irrevocable and binding on the Borrowers. The Borrowers shall indemnify the Lenders against any loss or expense (excluding loss of profits or other consequential losses) incurred by the Lenders in reliance on a Borrowing Notice as a result of any failure by any Borrower to fulfil or honour the provisions of this Agreement before the date specified for any Drawing if the Drawing, as a result of such failure, is not made on such date.

Form of Bankers’ Acceptances.

be in a Face Amount and have a maturity date in conformity with Section 4.2;

be dated the Drawing Date; and

be in a form satisfactory to the relevant Lender.

Completion of Bankers’ Acceptance.

BA Proceeds.

Stamping Fee.

Payment at Maturity.

Power of Attorney Respecting Bankers’ Acceptances.

Prepayments.

Default.

Non-Acceptance Lenders.

Conversions.

Rollover or other Payment of Bankers’ Acceptance.

request, by way of a Borrowing Notice, a Rollover by way of the issuance of further Bankers’ Acceptances to pay the Face Amount of the maturing Bankers’ Acceptance; or

give written notice to the Agent, by way of a Notice of Repayment or Cancellation, that WFT will pay the maturing Bankers’ Acceptance.

No Days of Grace.

Suspension of Bankers’ Acceptance Option.

Depository Bills.

Commitment.

to issue POA Letters of Credit under the Revolver Facility through the Agent as attorney for all Canadian Lenders; and

to the issue of Fronted Letters of Credit under the Revolver Facility by the Fronting Lender on behalf of all Canadian Lenders,

POA Letters of Credit.

Issuance on behalf of Lenders. Each POA Letter of Credit shall be issued by the Agent on behalf of all Lenders as a single multi-Lender Letter of Credit, but the obligation of each Lender thereunder shall be several, and not joint, based upon its Proportionate Share in effect on the date of issuance of such POA Letter of Credit, subject to any changes resulting from a change in its Proportionate Share after the date of issuance of the POA Letter of Credit that are effected in accordance with the terms of the POA Letter of Credit. Each POA Letter of Credit shall include the provisions contained in, and shall be substantially in the form of, Schedule 6, and shall otherwise be in a form satisfactory to the Agent. Without the unanimous consent of the Lenders, no POA Letter of Credit shall be issued which varies the several and not joint nature of the liability of each Lender thereunder.

Agent as Agent and Attorney. Each POA Letter of Credit shall be executed and delivered by the Agent in the name and on behalf of, and as attorney-in-fact for, each Lender party to such Letter of Credit. The Agent shall act under each POA Letter of Credit as the agent of each Lender to:

receive documents presented by the Beneficiary under such POA Letter of Credit;

determine whether such documents are in compliance with the terms and conditions of such POA Letter of Credit; and

notify such Lender and WFT that a valid drawing has been made and the date that the related payment under such POA Letter of Credit is to be made; provided that the Agent (in such capacity) shall have no obligation or liability for any payment to be made under any POA Letter of Credit and each POA Letter of Credit shall expressly so provide.

Power of Attorney. Each Lender hereby appoints and designates the Agent as its attorney-in-fact, acting through any duly authorized officer of the Agent, to execute and deliver each POA Letter of Credit to be issued by such Lender hereunder in the name and on behalf of such Lender. Each Lender shall furnish to the Agent a power of attorney in the form attached as Schedule 7, which may be presented as evidence of the Agent’s power to act but which shall not, as between the Lender and the Agent, vary the power of the Agent as established in this Agreement. In addition, promptly upon the request of the Agent, each Lender will furnish to the Agent such other evidence as any Beneficiary of any POA Letter of Credit may reasonably request in order to demonstrate that the Agent has the power to act as attorney-in- fact for such Lender to execute and deliver such POA Letter of Credit. WFT and the Lenders agree that each POA Letter of Credit shall provide that all documents presented thereunder shall be delivered to the Agent and that all payments thereunder shall be made by the Lenders obligated thereon through the Agent. Each Lender shall be severally liable under each POA Letter of Credit in proportion to its Proportionate Share on the date of issuance of such POA Letter of Credit and each POA Letter of Credit shall specify each Lender’s share of the amount payable thereunder.

Documents and Payment Demands. WFT and each Lender hereby authorize the Agent to review on behalf of each Lender each document presented under each POA Letter of Credit. The determination of the Agent as to the conformity of any documents presented under a POA Letter of Credit to the requirements of such POA Letter of Credit shall be conclusive and binding on WFT and each Lender, provided the Agent acts in accordance with the standards of reasonable care specified in the Uniform Customs. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any POA Letter of Credit. The Agent shall promptly after such examination:

notify each of the Lenders obligated under such POA Letter of Credit and WFT by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment;

deliver to each Lender and WFT a copy of each document purporting to represent a demand for payment under such POA Letter of Credit; and

notify each Lender and WFT whether the demand for payment was properly made under such POA Letter of Credit.

Drawings. With respect to any drawing determined by the Agent to have been properly made under a POA Letter of Credit, each Lender will make a payment under the POA Letter of Credit in accordance with its liability under the POA Letter of Credit and this Agreement. The payment shall be made to the relevant Payment Account or such other account as the Agent designates by notice to the Lenders. The Agent will promptly make any such payment available to the Beneficiary of such POA Letter of Credit. Promptly following any payment by any Lender in respect of any POA Letter of Credit, the Agent will notify WFT of such payment, but any failure to give or delay in giving such notice shall not relieve WFT of its obligation to reimburse the Lenders with respect to any such payment. The responsibility of the Agent and the Lenders in connection with any document presented for payment under any POA Letter of Credit shall, in addition to any payment obligation expressly provided in such POA Letter of Credit, be limited to determining that the documents delivered under such Letter of Credit in connection with such presentment are in conformity with such POA Letter of Credit. The Agent shall not be required to make any payment under a POA Letter of Credit in excess of the amount received by it from the Lenders for such payment.

Reimbursement by WFT. WFT shall pay to the Agent (for the account of the Lenders) the amount paid to a Beneficiary upon a drawing under a POA Letter of Credit (the “drawn amount”) on the date of such drawing. The Agent, on behalf of the Lenders, shall be entitled to receive interest on the drawn amount at the rate applicable to Prime Rate Advances (if the drawn amount was in Canadian Dollars) or the rate applicable to US Base Rate Advances (if the drawn amount was in US Dollars) for the period from and including the date the drawn amount was paid to a Beneficiary pursuant to the drawing to but excluding the date on which such payment (including interest) is made to Agent.

Notice regarding Potential Automatic Renewal. Without limiting the other provisions of this Agreement, if a Default or an Event of Default has then occurred and is continuing, the Agent shall notify the Lenders 30 days before any applicable deadline for notifying the Beneficiary of a POA Letter of Credit that it will not be renewed, in order to avoid automatic renewal in accordance with the terms of the POA Letter of Credit.

Fronted Letters of Credit.

Issuance on behalf of Lenders. Each Fronted Letter of Credit shall be issued by the Fronting Lender on behalf of all Lenders. The Principal Outstanding in respect of a Fronted Letter of Credit shall be allocated among the Lenders based on their respective Proportionate Share. Each Lender is liable to, and by entering into this Agreement agrees to, indemnify and hold harmless the Fronting Lender in relation to the Fronting Lender’s liability as issuer of a Fronted Letter of Credit to the extent of such Lender’s Proportionate Share of such liability. The Principal Outstanding under the Revolver Facility shall be adjusted in the circumstances and in the manner contemplated by Section 12.7 in order to reflect the issuance of Fronted Letters of Credit by the Fronting Lender on behalf of the Lenders.

Documents and Payment Demands. WFT and each Lender hereby authorize the Fronting Lender to review on behalf of each Lender each document presented under a Fronted Letter of Credit. The determination of the Fronting Lender as to the conformity of any document presented under a Fronted Letter of Credit to the requirements of such Fronted Letter of Credit shall be conclusive and binding on WFT and each Lender, provided the Fronting Lender acts in accordance with the standards of reasonable care specified in the Uniform Customs. The Fronting Lender shall, within a reasonable time after its receipt thereof, examine all documents purporting to represent a demand for payment under any Fronted Letter of Credit.

Payment of Amounts Drawn under Fronted Letter of Credit. WFT shall reimburse the Fronting Lender on demand for any amount paid by the Fronting Lender upon a drawing under a Fronted Letter of Credit (the “drawn amount”). The amount so payable by WFT shall include interest on the drawn amount at the rate per annum applicable to Prime Rate Advances (if the drawn amount was in Canadian Dollars) or the rate per annum applicable to US Base Rate Advances (if the drawn amount was in US Dollars), for the period from and including the date the drawn amount was paid by the Fronting Lender to but excluding the date of reimbursement of the drawn amount (together with interest) by WFT. If WFT has failed to reimburse the Fronting Lender for a drawn amount (together with interest) by 1:00 p.m. (Toronto time) on the second Business Day following the date of demand by the Fronting Lender (the “demand date”), then:

WFT shall be deemed to have given a Borrowing Notice to the Agent requesting the Lenders to make a Prime Rate Advance (if the drawn amount was in Canadian Dollars) or a US Base Rate Advance (if the drawn amount was in US Dollars) on the fourth Business Day after the demand date in an amount equal to the drawn amount plus interest, calculated as herein provided for the period from and including the date the drawn amount was paid by the Fronting Lender to but excluding the date on which the Prime Rate Advance or the US Base Rate Advance (as the case may be) is made; and

the Lenders shall, on the fourth Business Day following the demand date, make such Advance in accordance with Article 3 and the Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender for the drawn amount together with interest.

Notice of Issuance.

Form of Letter of Credit.

be dated as of the date of issue;

have an expiration date on a Business Day which occurs no more than 365 days after the date of issue, provided that no Letter of Credit may have an expiration date later than the Revolver Maturity Date; and

otherwise be satisfactory in form and substance to the Agent or the Fronting Lender, as the case may be.

Procedure for Issuance of Letters of Credit.

Issue. On the issue date, the Agent or the Fronting Lender will complete and issue a Letter of Credit in favour of the Beneficiary as specified by WFT in its Borrowing Notice, subject to the terms and conditions of this Agreement.

Time for Honour. No Letter of Credit shall require payment against a conforming draft to be made thereunder on the same Business Day upon which such draft is presented, if such presentation is made after 11:00 a.m. (Toronto time) on such Business Day.

Text. Prior to the issue date, WFT shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the Beneficiary prior to payment under the Letter of Credit. The Agent or Fronting Lender may require changes in any such documents or certificate, acting reasonably.

Fees.

Issue Fee. WFT shall, on the fifth Business Day following the end of each fiscal quarter of WFT and on the Revolver Maturity Date, pay to the Agent in relation to each Letter of Credit, for the account of the Lenders, a fee (the “Letter of Credit Fee”) equal to the aggregate of a fee in Canadian Dollars in respect of each Letter of Credit in Canadian Dollars outstanding during any portion of such fiscal quarter, and a fee in US Dollars in respect of each Letter of Credit in US Dollars outstanding during any portion of such fiscal quarter, in each case calculated on a daily basis on the undrawn portion of the Face Amount of each such Letter of Credit at the applicable rate per annum specified under the heading “Letter of Credit Fees” in the definition of Applicable Margin.

Fronting Fee. In addition, WFT shall, on the fifth Business Day following the end of each fiscal quarter of WFT and on the Revolver Maturity Date, pay to the Agent for the account of the Fronting Lender a fronting fee equal to the aggregate of a fee in Canadian Dollars in respect of each Fronted Letter of Credit in Canadian Dollars outstanding during any portion of such fiscal quarter, and a fee in US Dollars in respect of each Fronted Letter of Credit in US Dollars outstanding during any portion of such fiscal quarter, in each case calculated on a daily basis on the undrawn portion of the Face Amount of each such Fronted Letter of Credit at the rate of 10 basis points per annum.

Administration Fee. WFT shall pay to the Agent or the Fronting Lender, as the case may be, upon the issuance, amendment or transfer of each Letter of Credit, the standard documentary and administrative charges of the Agent or the Fronting Lender for issuing, amending or transferring standby or commercial letters of credit or letters of guarantee of a similar amount, term and risk.

Obligations Absolute.

any lack of validity or enforceability of any Letter of Credit;

the existence of any claim, set-off, defence or other right which any of the Borrowers may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Fronting Lender, any other Lender or any other Person, whether in connection with this Agreement, the Credit Facility Documents, the transactions contemplated herein and therein or any unrelated transaction (including any underlying transaction between any of the Borrowers or an affiliate and the Beneficiary of such Letter of Credit);

any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

payment by the Agent or the Fronting Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit (provided that such payment does not breach the standards of reasonable care specified in the Uniform Customs); or

the fact that a Default or an Event of Default shall have occurred and be continuing.

Indemnification; Nature of Lenders’ Duties.

Indemnity. In addition to amounts payable as elsewhere provided in this Article, WFT hereby agrees to protect, indemnify, pay and save the Agent, the Fronting Lender and each other Lender and their respective directors, officers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including legal fees and expenses) which the indemnitee may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, or the failure of the indemnitee to honour a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority (all such acts or omissions called in this Section, “Government Acts”).

Risk. As between WFT, on the one hand, and the Agent, the Fronting Lender and the other Lenders, on the other hand, and subject to the final sentence in this paragraph (b), WFT assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective Beneficiaries of such Letters of Credit and, without limitation of the foregoing, neither the Agent, the Fronting Lender nor any other Lender shall be responsible for:

the form, validity, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged;

the invalidity or insufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

errors, omissions, interruptions or delays in transmission or delivery of any messages, by fax, electronic transmission, mail, cable, telegraph, telex or otherwise;

errors in interpretation of technical terms;

any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof;

the misapplication by the Beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or

any consequences arising from causes beyond the control of the Agent, the Fronting Lender or any other Lender, including any Government Acts.

Default, Maturity, etc.

the Revolver Maturity Date; and

the Agent declaring the Obligations to be due and payable pursuant to Section 9.2 or the Obligations otherwise becoming due and payable under Section 9.3,

the date on which any final and non-appealable order, judgment or other such determination has been rendered or issued either terminating the applicable Judicial Order or permanently enjoining such Lender from paying under such Letter of Credit; and

the earlier of:

the date on which either the original counterpart of the Letter of Credit is delivered to the Agent for cancellation or such Lender is released by the Beneficiary from any further obligations in respect thereof; and

the expiry (to the extent permitted by any applicable Law) of such Letter of Credit;

Closing Conditions.

Credit Facility Documents. This Agreement shall have been executed and delivered by the Borrowers.

Representations and Warranties. All of the representations and warranties made by the Borrowers in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of such date, except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, and WFT shall have delivered to the Agent a certificate executed by an Authorized Officer of WFT to that effect.

No Default. No event shall have occurred and be continuing which constitutes a Default or an Event of Default, and WFT shall have delivered to the Agent a certificate executed by an Authorized Officer of WFT to that effect.

Constating Documents and Resolutions. The Agent shall have received copies certified by the Secretary, an Assistant Secretary or another Authorized Officer of each Borrower of its respective charter documents (or confirmation that there have been no changes since the last certified copies of such charter documents provided to the Agent pursuant to the Existing Credit Agreement), resolutions of its board of directors approving the Credit Facility Documents to which it is a party (or confirmation that the resolutions provided to the Agent pursuant to the Existing Credit Agreement remain in full force and affect), and all documents evidencing any other necessary corporate action of it with respect to the Credit Facility Documents.

Incumbency Certificate. The Agent shall have received a certificate of the Secretary, an Assistant Secretary or another Authorized Officer of each Borrower certifying the names and true signatures of its officers authorized to sign the Credit Facility Documents to which it is a party and any other documents to be delivered by it hereunder.

Good Standing. The Agent shall have received a recently-dated certificate of good standing or like certificate of each Borrower issued by appropriate government officials of the jurisdiction of its incorporation.

Payment of Fees. All fees or reimbursable expenses required to be paid by the Borrowers on or before the Closing Date shall have been paid, including all fees payable to the Agent, the US Agent or the Lenders in connection with the negotiation, preparation and execution of this Agreement.

Know your Customer. The Lenders shall have received, at least ten days before the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer”, anti-terrorist and anti-money laundering rules and regulations, including the Patriot Act.

Other. The Agent shall have received such other certificates and documentation as the Agent may reasonably request.

Conditions Precedent to Subsequent Borrowings.

Representations and Warranties by the Borrowers.

Existence and Authority. Each Borrower is a corporation duly incorporated and validly existing, each Material Subsidiary is a corporation or partnership duly incorporated or otherwise formed and validly existing, and each Borrower and each Material Subsidiary has all necessary corporate or partnership power, capacity and authority to own its property and assets and to carry on its business and is duly qualified, licensed, registered or otherwise authorized to own property or conduct business in all jurisdictions where the character of the property or assets owned by it or the nature of the business conducted by it make such qualification, licensing, registration or other authorization necessary.

Corporate Power. Each Borrower has full corporate power, capacity and authority to enter into and perform its obligations under this Agreement and the other Credit Facility Documents to which it is a party.

Material Subsidiaries. The only Material Subsidiaries are those specified in Schedule 4 hereto, and Schedule 4 also sets out the jurisdiction of incorporation and ownership of shares of each such Material Subsidiary.

Absence of Conflict. The execution and delivery by each Borrower of this Agreement and the other Credit Facility Documents to which it is or will be a party and the performance by each Borrower of its obligations thereunder do not and will not:

conflict with or result in a breach of any of the terms, conditions or provisions of or require any consent under:

the articles, notice of articles or other charter documents of any Borrower;

any Governmental Approval applicable to any Borrower or any other Material Subsidiary;

any material contractual restriction binding on or affecting any Borrower or any other Material Subsidiary or any of their respective properties or assets; or

any judgment, order, injunction, determination or award which is binding on any Borrower or any other Material Subsidiary; or

result in, require or permit:

the imposition of any Lien; or

the acceleration of the maturity of any Indebtedness of any Borrower or any other Material Subsidiary.

Consents and Approvals. No consent, approval, authorization, determination, registration, filing or other action, including without limitation the obtaining of any Governmental Approval, is necessary in connection with the execution and delivery by any Borrower of this Agreement or the other Credit Facility Documents to which it is a party or the performance by any Borrower of its obligations thereunder.

Due Authorization and Execution. This Agreement and the other Credit Facility Documents have been duly authorized, executed and delivered by each Borrower.

Validity and Enforceability. This Agreement and each of the other Credit Facility Documents constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject in each case to the following qualifications as to enforceability:

applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally;

equitable principles which may limit the availability of certain remedies, including the remedy of specific performance;

the inability of the courts of Canada to give judgment for payment in foreign currencies; and

such other customary qualifications as are contained in the opinion of the Borrowers’ counsel delivered pursuant to the Existing Credit Agreement.

Licences and Permits. All Governmental Approvals which are necessary in connection with the business, properties or assets of any Borrower or any other Material Subsidiary have been issued and are in full force and effect, except where the failure to possess any such Governmental Approval could not in the aggregate reasonably be expected to result in a Material Adverse Effect. There is no default under or any failure to observe or perform any condition of any such Governmental Approval, and no action is pending or, to the knowledge of any Borrower, threatened which has as its object the revocation, termination or amendment of any such Governmental Approval, which in any such case could reasonably be expected to result in a Material Adverse Effect.

Title to Assets. Each Borrower and each other Material Subsidiary has good and marketable title to or the right to use of the property and assets necessary for the operation of its respective business, free and clear of all Liens except Permitted Liens, and no Person has any agreement or right to acquire any of such properties or assets out of the ordinary course of business.

No Material Litigation or Proceedings. There are no actions, suits, claims, proceedings or investigations pending or, to the knowledge of any Borrower, threatened against such Borrower or any of its Subsidiaries, before or by any court or other judicial authority or arbitrator or any Governmental Authority, which if adversely determined could reasonably be expected to result in a Material Adverse Effect.

Environmental Compliance. Without limiting the generality of paragraph (k) above, no Borrower nor any of its Subsidiaries:

is in violation of, or has any liability under, any Environmental Law applicable to such Borrower or such Subsidiary;

knows of the presence, release or disposal of any Hazardous Substances at any of its prior or currently owned, leased or operated properties;

is subject to any litigation, investigation, order or proceeding in connection with any Hazardous Substance or Environmental Law;

previously or currently owns, leases or operates real property that is listed or, to the knowledge of any Borrower or any of its respective Subsidiaries proposed for listing, on the National Priorities List under CERCLA or any state or local counterpart thereof;

has received, or to the knowledge of any Borrower or any of its respective Subsidiaries reasonably expects to receive, notice of potential responsibility or letter of inquiry from any private party or Governmental Authority for any off-site facility or any of its previously or currently owned, leased or operated property under CERCLA or any state or local counterpart thereof; or