Common use of Limitation on Mergers and Consolidations Clause in Contracts

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

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any merger or consolidation unless Person unless: (i) WRECO the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the surviving or resulting corporation District of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporationColumbia, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement Trustee, in form reasonably satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iiiii) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iviii) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officer’s Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. The Guarantor shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (i) the provisions described in this paragraph. Upon the consummation of any merger Person formed by such consolidation or consolidation in amalgamation or into which the surviving Guarantor is merged or resulting corporation is not WRECO in accordance with the foregoing provisionsPerson which acquires by conveyance or transfer, or which leases, the surviving properties and assets of the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed; (ii) immediately after giving effect to such transaction, no Default or resulting corporation Event of Default shall succeed to have occurred and be substituted forcontinuing; and (iii) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and may exercise every right such supplemental indenture comply with this Article IV and power of and shall be subject that all conditions precedent herein provided for relating to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any merger or consolidation unless Person unless: (i) WRECO the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the surviving or resulting corporation District of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporationColumbia, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement Trustee, in form reasonably satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iiiii) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iviii) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers’ Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. The Guarantor shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (i) the provisions described in this paragraph. Upon the consummation of any merger Person formed by such consolidation or consolidation in amalgamation or into which the surviving Guarantor is merged or resulting corporation is not WRECO in accordance with the foregoing provisionsPerson which acquires by conveyance or transfer, or which leases, the surviving properties and assets of the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed; (ii) immediately after giving effect to such transaction, no Default or resulting corporation Event of Default shall succeed to have occurred and be substituted forcontinuing; and (iii) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and may exercise every right such supplemental indenture comply with this Article IV and power of and shall be subject that all conditions precedent herein provided for relating to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any merger or consolidation unless Person unless: (i) WRECO the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the surviving or resulting corporation District of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporationColumbia, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement reasonably Trustee, in form satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iiiii) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iviii) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers’ Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. The Guarantor shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (i) the provisions described in this paragraph. Upon the consummation of any merger Person formed by such consolidation or consolidation in amalgamation or into which the surviving Guarantor is merged or resulting corporation is not WRECO in accordance with the foregoing provisionsPerson which acquires by conveyance or transfer, or which leases, the surviving properties and assets of the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed; (ii) immediately after giving effect to such transaction, no Default or resulting corporation Event of Default shall succeed to have occurred and be substituted forcontinuing; and (iii) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and may exercise every right such supplemental indenture comply with this Article IV and power of and shall be subject that all conditions precedent herein provided for relating to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

Limitation on Mergers and Consolidations. Be The Borrower will not, and will not permit any of its Subsidiaries that have granted Security to, wind-up, merge, consolidate or amalgamate, or to carry out a party consolidation, reorganization, reconstruction or arrangement, with or into any other Person or permit any other Person to wind-up, merge, consolidate or amalgamate, to be consolidated, or to enter into a reorganization, reconstruction or arrangement with or into it, and the Borrower will not, and will not permit any merger of its Subsidiaries that have granted Security, to, Dispose all or consolidation unless (i) WRECO or a Weyerhaeuser Subsidiary (as defined below) having substantially all of its assets and doing business primarily Assets in a single transaction or series of transactions to any Person, unless either: (a) the Borrower is the survivor (or in the United States of America shall be the surviving or resulting corporation case of any such merger Disposition by such a Subsidiary, the Borrower or consolidation another Subsidiary that has granted Security is the acquiror) and immediately after giving effect to the Lender shall be satisfied that it has a continuing perfected security interest in all present and after-acquired property of the survivor Borrower (or in the case of any such merger or consolidation Disposition by such successor corporation, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECOSubsidiary, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within Assets so Disposed) with the United States of America and shall expressly assume the obligations of WRECO priorities contemplated under this Agreement and the Lender shall have been granted such documentation, in form and substance satisfactory to the Lender, acting reasonably, as may be required to confirm the same; or (b) the successor corporation or acquiror is solvent and is organized under the laws of Canada or any province thereof, and (i) in any case involving the Borrower, has executed and delivered to the Lender a written confirmation of its assumption of the due and punctual performance of each covenant and condition on the part of the Borrower contained in this Agreement and any other Loan Credit Documents to which it is party and the Lender being satisfied that the Security shall attach to all present and after-acquired Assets of the successor corporation or acquiror, perfected and with the priority contemplated under this Agreement; or (ii) in the case of a party by supplemental agreement Subsidiary which has provided any Credit Document, has executed and delivered to the Lender a written confirmation of such Credit Document on terms and conditions acceptable to the Lender acting reasonably and the Lender being satisfied that the Security shall attach to all present and after-acquired Assets of the successor corporation or acquiror, perfected and with the priority contemplated under this Agreement, and upon request of the Lender, the Borrower causes to be delivered to the Lender an opinion of the Borrower’s counsel regarding such assumption or Credit Document and Security in form and substance satisfactory to the Administrative Agent; (iii) immediately after giving effect to any such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; and (iv) WRECO shall have delivered to the Administrative Agent a certificate signed by two of WRECO’s officers stating that such merger or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, such supplemental agreement comply with the provisions described in this paragraph. Upon the consummation of any merger or consolidation in which the surviving or resulting corporation is not WRECO in accordance with the foregoing provisions, the surviving or resulting corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of WeyerhaeuserLender acting reasonably.

Limitation on Mergers and Consolidations. Be a party (a) The Company shall not consolidate or amalgamate with or merge with or into any other Person or sell, convey, transfer or lease its assets substantially as an entirety to any merger or consolidation unless Person unless: (i) WRECO the Person formed by such consolidation or amalgamation or into which the Company is merged, if other than the Company, or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the surviving or resulting corporation District of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporationColumbia, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement Trustee, in form reasonably satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iiiii) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iviii) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers’ Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article Four and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The Parent shall not consolidate or amalgamate with or merge with or into any other Person or sell, convey, transfer or lease its assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation andor amalgamation or into which such Parent is merged, if other than the Parent, or the Person which acquires by conveyance or transfer, or which leases, the assets of the Parent substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental agreement is required hereto, executed and delivered to the Trustee, in connection therewith as aforesaidform reasonably satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Parent to be performed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental agreement indenture comply with the provisions described in this paragraph. Upon the consummation of any merger or consolidation in which the surviving or resulting corporation is not WRECO in accordance with the foregoing provisions, the surviving or resulting corporation shall succeed Article Four and that all conditions precedent herein provided for relating to and be substituted for, and may exercise every right and power of and shall be subject to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

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

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any merger Person unless: (1) the Person formed by such consolidation or consolidation unless (i) WRECO amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be the surviving or resulting corporation of America, any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporation, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECOState thereof, the surviving District of Columbia, Canada or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America any province or territory thereof, Barbados or Bermuda and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement reasonably Trustee, in form satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iii2) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iv3) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers' Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. Neither Guarantor shall consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (1) (A) the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be, in the case of the U.S. Guarantor only, a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and, if a in any case, shall expressly assume, by an indenture supplemental agreement is required hereto, executed and delivered to the Trustee, in connection therewith as aforesaidform satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental agreement indenture comply with the provisions described in this paragraph. Upon the consummation of any merger or consolidation in which the surviving or resulting corporation is not WRECO in accordance with the foregoing provisions, the surviving or resulting corporation shall succeed Article IV and that all conditions precedent herein provided for relating to and be substituted for, and may exercise every right and power of and shall be subject to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

Limitation on Mergers and Consolidations. Be (a) Neither the Company nor H&P Drilling Co. shall consolidate or amalgamate with or merge with or into any other Person, the Company shall not sell, convey, transfer or lease all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a party whole, to any merger Person and H&P Drilling Co. shall not sell, convey, transfer or consolidation unless lease all or substantially all of H&P Drilling Co.’s and its Subsidiaries’ assets, taken as a whole, to any Person, unless: (i) WRECO the Person formed by such consolidation or a Weyerhaeuser Subsidiary (amalgamation or into which the Company or H&P Drilling Co. is merged, if other than the Company or H&P Drilling Co., as defined below) having substantially all the case may be, or the Person who acquires the assets, shall be organized under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the District of Columbia, and in either case (other than a consolidation, amalgamation or merger between the Company and H&P Drilling Co. where the Company is the surviving or resulting corporation of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporation, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (iientity) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement Trustee, in form reasonably satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company or H&P Drilling Co. to be performed; (iiiii) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iviii) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers’ Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article Four and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Notwithstanding the provisions described in foregoing, this paragraph. Upon Section 4.01 will not apply to a sale, conveyance, transfer or lease of assets solely between or among the consummation Company and its Subsidiaries (including H&P Drilling Co.), including by way of any merger consolidation, or consolidation in which the surviving or resulting corporation is not WRECO in accordance with the foregoing provisions, the surviving or resulting corporation shall succeed to and be substituted for, and may exercise every right and power of and shall be subject to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeuseramalgamation.

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or amalgamate with or merge into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any merger Person unless: (1) the entity formed by such consolidation or consolidation unless (i) WRECO amalgamation or a Weyerhaeuser Subsidiary (into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as defined below) having substantially all an entirety shall be an entity organized and existing under the laws of its assets and doing business primarily in the United States of America shall be the surviving or resulting corporation of America, any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporation, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECOState thereof, the surviving District of Columbia, Canada or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America any province thereof and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement reasonably Trustee, in form satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iii2) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iv3) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers' Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, amalgamation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. Except as expressly contemplated in Section 11.18, the provisions described in this paragraph. Upon Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (1) (A) the consummation of any merger entity formed by such consolidation or consolidation in into which the surviving Guarantor is merged or resulting corporation is not WRECO in accordance with the foregoing provisionsPerson which acquires by conveyance or transfer, or which leases, the surviving properties and assets of the Guarantor substantially as an entirety shall be an entity organized and existing under the laws of the United States of America, any State thereof or resulting corporation the District of Columbia and shall succeed expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be substituted forcontinuing; and (3) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and may exercise every right such supplemental indenture comply with this Article IV and power of and shall be subject that all conditions precedent herein provided for relating to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.

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

Limitation on Mergers and Consolidations. Be a party The Company shall not consolidate or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any merger Person unless: (1) the Person formed by such consolidation or consolidation unless (i) WRECO into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Weyerhaeuser Subsidiary (as defined below) having substantially all Person organized and existing under the laws of its assets and doing business primarily in the United States of America shall be America, any State thereof or the surviving or resulting corporation District of any such merger or consolidation and immediately after giving effect to any such merger or consolidation such successor corporationColumbia, whether or not WRECO, shall be entitled to incur at least $1 of additional Senior Debt under Section 6.02(b); (ii) if the surviving or resulting corporation is not WRECO, the surviving or resulting corporation shall be a Weyerhaeuser Subsidiary incorporated within the United States of America and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the obligations of WRECO under this Agreement and the other Loan Documents to which it is a party by supplemental agreement reasonably Trustee, in form satisfactory to the Administrative Agent; Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (iii2) immediately after giving effect to any such merger or consolidationtransaction, no Default or Event of Default shall have occurred and be continuing; and and (iv3) WRECO shall have the Company has delivered to the Administrative Agent a certificate signed by two Trustee an Officers' Certificate and an Opinion of WRECO’s officers Counsel, each stating that such merger consolidation, merger, conveyance, transfer or consolidation and, if a supplemental agreement is required in connection therewith as aforesaid, lease and such supplemental agreement indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (1) (A) the provisions described in this paragraph. Upon the consummation of any merger Person formed by such consolidation or consolidation in into which the surviving Guarantor is merged or resulting corporation is not WRECO in accordance with the foregoing provisionsPerson which acquires by conveyance or transfer, or which leases, the surviving properties and assets of the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantees and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or resulting corporation observed; (2) immediately after giving effect to such transaction, no Default or Event of Default shall succeed to have occurred and be substituted forcontinuing; and (3) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and may exercise every right such supplemental indenture comply with this Article IV and power of and shall be subject that all conditions precedent herein provided for relating to all of the obligations of, WRECO under this Agreement and the other Loan Documents to which it is a party, with the same effect as if it had such transaction have been named as WRECO therein. As used in this paragraph, the term “Weyerhaeuser Subsidiary” means a corporation at least 79% of whose issued and outstanding shares of capital stock at the time outstanding and having ordinary voting power for the election of a majority of the directors of such corporation shall be owned and controlled by Weyerhaeuser or a wholly owned Subsidiary of Weyerhaeusercomplied with.