10.1 First
Amendment dated as of September 14, 2009 to the $1,000,000,000
Competitive Advance and Revolving Credit Facility Agreement, dated
as of December 19, 2006
FIRST AMENDMENT
FIRST
AMENDMENT, dated as of September 14, 2009 (this “
Amendment ”), to the $1,000,000,000 Competitive
Advance and Revolving Credit Facility Agreement, dated as of
December 19, 2006 (the “ Credit Agreement ”),
among Weyerhaeuser Company, a Washington corporation (“
Weyerhaeuser ”), Weyerhaeuser Real Estate Company, a
Washington corporation (“ WRECO ”, together with
Weyerhaeuser, the “ Borrowers ”), JPMorgan Chase
Bank, N.A., a national banking association (“ JPMorgan
Chase Bank ”) and Citibank, N.A., a national banking
association (“ Citibank ”), as initial fronting
banks, JPMorgan Chase Bank and Citibank, as swing line banks,
JPMorgan Chase Bank, as administrative agent (the “
Administrative Agent ”), Citibank, as syndication
agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The
Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Morgan
Stanley Bank, as co-documentation agent, and the lenders named
therein (the “ Lenders ”).
WITNESSETH
WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the
Borrowers;
WHEREAS, the
Borrowers have requested that certain provisions of the Credit
Agreement be amended as set forth herein; and
WHEREAS, the
Required Lenders are willing to agree to such amendments on the
terms set forth herein.
NOW, THEREFORE,
in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:
SECTION 1. Defined Terms .
Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments.
(a) Section 2.01(b) of the Credit Agreement
is hereby amended as of the Effective Date by replacing the
reference to the amount “$400,000,000” therein with
“$200,000,000”.
(b) Section 2.04(a) of the Credit
Agreement is hereby amended as of the Effective Date by deleting
the table therein in its entirety and inserting in lieu thereof the
following table:
“
|
S&P:
Moody’s:
|
|
Level 1
A- or better
A3 or better
|
|
Level 2
BBB+
Baa1
|
|
Level 3
BBB
Baa2
|
|
Level 4
BBB-
Baa3
|
|
Level 5
Below BBB-
Below Baa3
|
|
Facility
Fee
|
|
0.15%
|
|
0.175%
|
|
0.20%
|
|
0.25%
|
|
0.30%
|
”
(c) Section 2.06(d) of the Credit
Agreement is hereby amended as of the Effective Date by deleting
the table therein in its entirety and inserting in lieu thereof the
following table:
“
|
S&P:
Moody’s:
|
|
Level 1
A- or better
A3 or better
|
|
Level 2
BBB+
Baa1
|
|
Level 3
BBB
Baa2
|
|
Level 4
BBB-
Baa3
|
|
Level 5
Below BBB-
Below Baa3
|
|
Eurodollar
Loan:
|
|
1.35%
|
|
1.575%
|
|
1.80%
|
|
2.00%
|
|
2.20%
|
|
Base Rate
Loan:
|
|
0.35%
|
|
0.575%
|
|
0.80%
|
|
1.00%
|
|
1.20%
|
”
(d) Section 2.21(a) of the Credit
Agreement is hereby amended as of the Effective Date by replacing
the reference to the amount “$400,000,000” in clause
(ii) thereof with “$200,000,000”.
(e) Section 6.01 of the Credit
Agreement is hereby amended as of the Effective Date by deleting
the existing paragraph (e) in its entirety and inserting in lieu
thereof the following new paragraph (e):
“(e)
Net Worth . At any time permit
Weyerhaeuser’s Total Adjusted Shareholders’ Interest to
be less than $3,000,000,000. ”
SECTION 3. Conditions to
Effectiveness of Amendment . This Amendment shall
become effective on the date on which the following conditions
precedent have been satisfied or
