FIRST AMENDING AGREEMENT TO

Exhibit 99.2

FIRST AMENDING AGREEMENT

TO

2020 CREDIT AGREEMENT

THIS AMENDING AGREEMENT is dated as of the 1st day of February, 2021

BETWEEN:

XXXX XXXXXX TIMBER CO. LTD., a company formed by amalgamation under the laws of the Province of British Columbia,

XXXX XXXXXX (USA), INC., a corporation incorporated under the laws of the State of Delaware, and

NORBORD INC., a corporation formed by amalgamation under the laws of Canada

as Borrowers

AND:

THE LENDERS UNDER THE CREDIT AGREEMENT (AS HEREIN DEFINED)

AND:

THE TORONTO-DOMINION BANK, in its capacity as Administration Agent

AND:

TORONTO DOMINION (TEXAS) LLC, in its capacity as US Agent

WHEREAS:

A.    Xxxx Xxxxxx Timber Co. Ltd., as Borrower, entered into a 2020 Credit Agreement dated as of April 8, 2020 with the Lenders (as therein defined) and The Toronto-Dominion Bank as Administration Agent (the “Credit Agreement”).

B.    WFT has requested certain amendments to the Credit Agreement in connection with the acquisition of Norbord and the requisite Lenders have consented to the amendments so requested on certain terms and conditions.

C.    This agreement is entered into to document the amendments to the Credit Agreement and the terms and conditions upon which the requisite Lenders have consented to such amendments.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), it is agreed by and between the parties hereto as follows:

ARTICLE 1

DEFINITIONS AND AMENDMENTS

1.1    Defined Terms. Unless otherwise defined in this agreement, terms with initial capital letters used in this agreement (including the recitals) have the respective meanings ascribed to such terms in the Credit Agreement.

1.2    Definition of Existing Norbord Letters of Credit. As used in this agreement, “Existing Norbord Letters of Credit” means the letters of credit and letters of guarantee set out in Attachment 1 to this agreement.

1.3    Definition of Specified Representations. As used in this Agreement, “Specified Representations” means the representations and warranties set forth in Sections 7.1(a), 7.1(b), 7.1(d)(i)(A) and (C), 7.1(d)(ii), 7.1(e)(ii), 7.1(f), 7.1(g), 7.1(r), 7.1(t), 7.1(u), 7.1(v) and 7.1(w) of the Credit Agreement.

1.4    Addition of New Definitions. The following are added as new definitions in Section 1.1 of the Credit Agreement.

“(bg.1) “Effective Date” has the meaning given to such term in the First Amending Agreement.

(bt.1) “First Amending Agreement” means the amending agreement in respect of this Agreement dated as of February 1, 2021.

(df.3) “Norbord” means Norbord Inc., a corporation amalgamated under the laws of Canada.

(df.4) “Norbord Arrangement” means the arrangement under section 192 of the Canada Business Corporations Act to be carried out as contemplated by the Norbord Arrangement Agreement.

(df.5) “Norbord Arrangement Agreement” means the arrangement agreement made as of November 18, 2020 between WFT and Norbord.

(df.6) “Norbord Notes” means Norbord’s 6.25% Senior Secured Notes due April 2023 and 5.75% Senior Secured Notes due July 2027.”

1.5    Amendment of Definition of 2017 Credit Agreement. The definition of “2017 Credit Agreement” in Section 1.1(et) of the Credit Agreement is amended by deleting the same and replacing it with the following:

“(et) “2017 Credit Agreement” means the credit agreement dated as of August 25, 2017 between WFT and WFUS, as Borrowers, the Lenders (as therein defined), The Toronto-Dominion Bank, as Agent and Toronto Dominion (Texas) LLC, as US Agent, as amended, supplemented or replaced from time to time by written agreement of the parties thereto.

1.6    Addition of WFUS and Norbord as Borrowers. The defined term “Borrower” in Section 1.1(p) of the Credit Agreement is changed to “Borrowers” and the definition thereof is amended by deleting the same and replacing it with the following:

“(p) “Borrowers” means WFT, WFUS and Norbord, and “Borrower” means any of them.”,

and all references in the Credit Agreement to “Borrower” are changed to “Borrowers” accordingly.

1.7    Joint and Several Liability of Borrowers. The following is added as new Section 1.11 of the Credit Agreement:

“1.11 Joint and Several Liability.

Each Borrower acknowledges and agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees, the repayment of the Obligations of each other Borrower under this Agreement and that, in the event the Obligations of each other Borrower remain unpaid, the Agent may demand payment thereof in accordance with the provisions of this Agreement from all Borrowers as if they are all in default under this Agreement. For the purpose of determining whether or not there has been Default or an Event of Default, default by one Borrower shall be deemed to be a default by the other Borrowers.”

1.8    Appointment of US Agent and Separation of Canadian and US Lenders, Lending Offices and Payment Accounts. The Credit Agreement is amended in accordance with the following:

(a) The following are added as new definitions in Section 1.1 of the Credit Agreement:

“(u.2) “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.

(u.3) “Canadian Lending Office” means, as to each Canadian 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.

(dn.1) “Payment Account (US)” means the following accounts of the US Agent:

(i) for US Dollars:

[REDACTED – BANKING INFORMATION]

(ii) for Canadian Dollars:

[REDACTED – BANKING INFORMATION].

(ev.1) “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 Credit Facility, and any successor administration agent appointed for that purpose in accordance with the provisions of this Agreement.

(ew.2) “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.

(ew.3) “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.”

(b) The definition of “Lenders” in Section 1.1(cq) of the Credit Agreement is amended by deleting the same and replacing it with the following:

“(cq) “Lenders” means, collectively, the Canadian Lenders and the US Lenders, and “Lender” means any one Canadian Lender or US Lender.”

(c) The definition of “Lending Office” in Section 1.1(cs) of the Credit Agreement is deleted in its entirety.

(d) The defined term “Payment Account” in Section 1.1(dn) of the Credit Agreement is changed to “Payment Account (Canada)”.

(e) Section 11.1 of the Credit Agreement is amended to provide for the appointment by each of the US Lenders of the US Agent to act as its administration agent in respect of all matters pertaining to the Credit Facility and the authorization by each US Lender of the US Agent to take such actions on its behalf and to exercise such powers under the Credit Agreement and the other Credit Facility Documents as are delegated to the US Agent by their respective terms, together with such actions and powers as are reasonably incidental thereto.

(f) All references to the “Agent”, “Lenders”, “Lending Offices” and “Payment Account” in the Credit Agreement are amended to refer to the:

(i) “Agent”, “Canadian Lenders”, “Canadian Lending Offices” and “Payment Account (Canada)” as applicable to all matters relating to the utilization of the Credit Facility by WFT and Norbord; and

(ii) “US Agent”, “US Lenders”, “US Lending Offices” and “Payment Account (US)” as applicable to all matters relating to the utilization of the Credit Facility by WFUS.

1.9    Addition of NY Base Rate Advances as a Type of Advance. The Credit Agreement is amended in accordance with the following:

(a) The definitions of “Advance”, “Applicable Margin” and “Borrowing” in Section 1.1(c) of the Credit Agreement are each amended to include “NY Prime Rate Advances” as a “Type” of US Dollar Advance available under the Credit Agreement, with the same “Applicable Margin” as for Prime Rate Advances and Base Rate Advances.

(b) The following is added as a new definition in Section 1.1 of the Credit Agreement:

“(dh.1) “NY Prime Rate” means, for any day, a fluctuating rate per annum equal to the greater of:

(i) 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

(ii) the sum of the Federal Funds Rate plus 100 basis points per annum,

provided that each change in the NY Prime Rate shall be effective from and including the date such change is made without any requirement of notification to WFUS or any other Person. A certificate of the US Agent shall, absent demonstrable error, be conclusive evidence as to the NY Prime Rate from time to time.”

(c) Section 3.2 of the Credit Agreement is amended to add the following as a new second sentence thereof:

“Each NY Prime Rate Advance shall be in an aggregate amount (as to all relevant Lenders) of not less than US$5,000,000.”

(d) Section 3.12 of the Credit Agreement is amended to require the payment of interest on the daily unpaid principal amount of each NY Prime Rate Advance at the annual rate applicable to each of such days which corresponds to the NY Prime Rate at the close of business on each of such days, plus the Applicable Margin, and with such interest calculated on the daily balance up to and including the last day of each month, and payable monthly in arrears on the fifth Business Day of each month.

1.10    Amendments to Credit Facility. The Credit Agreement is amended in accordance with the following:

(a) The table in the definition of Applicable Margin set out in Section 1.1(f) of the Credit Agreement is deleted and replaced with the following:

[REDACTED – TABLE OF MARGINS AND FEES]

(b) The definition of Drawn Margin Utilization Premium in Section 1.1(bf) of the Credit Agreement is deleted together with the deletion of all references to the Drawn Margin Utilization Premium in the Credit Agreement.

(c) The Maturity Date of the Credit Facility set out in Section 1.1(dd) of the Credit Agreement is changed from “the second anniversary of the Closing Date” to “the third anniversary of the Effective Date”.

(d) The amount of the Credit Facility set out in Section 2.1 of the Credit Agreement is changed from “Cdn$150,000,000” to “US$450,000,000”.

(e) The Credit Facility is available for utilization by each of the Borrowers as follows:

(i) for each of WFT and Norbord, by way of Prime Rate Advances in Canadian Dollars, Base Rate Advances in US Dollars, LIBOR Advances in US Dollars and Bankers’ Acceptances in Canadian Dollars, in each case made by the Canadian Lenders through their Canadian Lending Offices; and

(ii) for WFUS, by way of NY Prime Rate Advances in US Dollars or LIBOR Advances in US Dollars, in each case made by the US Lenders through their US Lending Offices,

and all applicable provisions in the Credit Agreement are amended accordingly.

(f) The definition of “Business Day” in Section 1.1(s) of the Credit Agreement is amended by adding a new subparagraph (ii) as follows:

“(ii) in connection with Borrowings by WFUS under the Credit Facility:

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

(B) where used in the context of a LIBOR Advance, major commercial banks are closed in Toronto, Vancouver or New York City, or which is not a day for trading by and between banks in US Dollar deposits in the London Eurodollar interbank market; or”

and the existing subparagraph (ii) of such definition is renumbered as subparagraph (iii).

(g) The definition of “Discount Rate” in Section 1.1(bb) of the Credit Agreement is amended by adding “is not a Schedule I Bank or” before “is a Non-Acceptance Lender” in the second line.

(h) Section 2.3 of the Credit Agreement is amended so that the purpose of the Credit Facility is referred to as being “for general corporate purposes, but excluding Hostile Takeover Bids, and, to the extent required, to finance the completion of the transactions contemplated by the Norbord Arrangement Agreement”.

(i) Section 2.12 of the Credit Agreement is revised to provide that the available amount of the Credit Facility shall be determined in US Dollars, with Borrowings by way of Canadian Dollars converted to US Dollars, and all applicable provisions in the Credit Agreement are amended accordingly.

(j) Section 2.13 of the Credit Agreement is revised to provide that, subject to Section 1.11 of the Credit Agreement, the applicable Borrower will pay that portion of the Principal Outstanding that has been borrowed by it under the Credit Facility, together with all unpaid interest, fees and other amounts owing to the Lenders under or in respect of the Credit Agreement then outstanding, to, as the case may be, the Agent or the US Agent on the Maturity Date.

(k) Section 2.17 of the Credit Agreement is amended by changing “Cdn$10,000,000” and “Cdn$1,000,000” therein to “US$10,000,000” and “US$1,000,000”, respectively.

(l) Section 2.19(f)(ii) of the Credit Agreement is amended by adding “or Standby Fees” after “rates of interest” in the first line, by adding “or Standby Fee” after “rate of interest” in the third line, and by adding “or fee” after each of “interest rate” in the third line and “determined rate” in the fourth line.

(m) Section 4.12 of the Credit Agreement is revised to change “three Business Days” to “two Business Days”.

(n) Section 9.6 of the Credit Agreement is revised to provide for the Lenders’ entitlement to convert, after acceleration, Canadian Dollar Advances to the Equivalent Amount in US Dollars of Base Rate Advances.

1.11    Reallocation of Canadian Lender and US Lender Commitments. The Credit Agreement is amended in accordance with the following:

(a) The following are added as new definitions in Section 1.1 of the Credit Agreement:

“(u.1) “Canadian Lender Commitment” means, as to any Canadian Lender, the obligation of that Canadian Lender to make Accommodations to WFT and Norbord under the Credit 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.

(ew.1) “US Lender Commitment” means, as to any US Lender, the obligation of that US Lender to make Accommodations to WFUS under the Credit 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.”

(b) The definition of “Commitment” in Section 1.1(ai) of the Credit Agreement is amended by deleting the same and replacing it with the following:

“(ai) “Commitment” means, as to any Lender, 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, as such amounts may be reduced or reallocated from time to time in accordance with the provisions of this Agreement.”

(c) The definition of “Proportionate Share” in Section 1.1(dx) of the Credit Agreement is amended by deleting the same and replacing it with the following:

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

(d) The following is added as new Section 2.35 of the Credit Agreement:

“2.35 Reallocation of Canadian Lender and US Lender Commitments.

(a) WFT may, no more than four times per annum and with 30 days’ prior written notice, require that the Agent reallocate, amongst the Canadian Lenders and the US Lenders, the Canadian Lender Commitments and the US Lender Commitments, provided that, as the case may be, any increase in a Canadian Lender Commitment for a Canadian Lender must have a corresponding decrease in the US Lender Commitment for the corresponding US Lender or any increase in a US Lender Commitment for a US Lender must have a corresponding decrease in the Canadian Lender Commitment for the corresponding Canadian Lender.

(b) Application of any such reallocation request shall be subject to there being no outstanding Borrowings under the Credit 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 LIBOR 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 2.23 with respect to all breakage costs incurred by an Agent or any Lender with respect to the termination of any existing LIBOR Advances, and that Section 4.9 shall apply to the prepayment of any Bankers’ Acceptances, in each case for such purposes.

(c) 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.”

1.12    Amendment to Payment of Standby Fees. Section 2.30 of the Credit Agreement is amended by deleting the same and replacing it with the following:

“2.30 Standby Fees.

WFT shall pay:

(a) to the Agent, for the account of each Canadian Lender, 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 Maturity Date, calculated on a daily basis on the difference between the Canadian Lender Commitment of such Lender and the aggregate Principal Outstanding under the Credit 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; and

(b) to the US Agent, for the account of each US Lender, 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 Maturity Date, calculated on a daily basis on the difference between the US Lender Commitment of such Lender and the aggregate Principal Outstanding under the Credit 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,

and, for the purposes of the foregoing calculations, Principal Outstanding in Canadian Dollars on each day during the fiscal quarter shall be converted into the Equivalent Amount in US Dollars by applying the monthly average Bank of Canada rate posted on the last Business Day of the applicable month during such fiscal quarter.”

1.13    Amendment to Definition of Permitted Liens. The definition of “Permitted Liens” in Section 1.1(dr) of the Credit Agreement is amended as follows:

(a) by deleting paragraphs (xiv) and (xv) thereof; and

(b) by adding the following new paragraphs (xv.1) and (xv.2) thereto:

“(xv.1) Liens against assets of Norbord and its Subsidiaries securing, until their respective maturity dates (as at the Effective Date), the Norbord Notes;

(xv.2) until the release thereof in accordance with Section 8.1(p)(i), the Liens related to the Norbord credit facilities to be cancelled in accordance with Section 2.1(j) of the First Amending Agreement and any remaining Liens relating to Norbord’s previously repaid and cancelled BAM subordinated facility and BNP / EDC securitization facility;”

1.14    Amendment to Unsecured Subsidiary Indebtedness Negative Covenant. The Credit Agreement is amended in accordance with the following:

(a) The defined term “Permitted Subsidiary Indebtedness” in Section 1.1(ds) of the Credit Agreement is changed to “Permitted Subsidiary Unsecured Indebtedness” and the definition thereof is amended by deleting the same and replacing it with the following:

“(ds) “Permitted Subsidiary Unsecured Indebtedness” means:

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

(ii) 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;

(iii) 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

(iv) a Guarantee by any Subsidiary of the obligations of WFT, WFUS or Norbord under this Agreement or the 2017 Credit Agreement, or a Guarantee of the obligations of any other guarantor under its respective Guarantee.”

(b) Section 8.4(g) of the Credit Agreement is amended by deleting the same and replacing it with the following:

“(g) Restriction on Unsecured Subsidiary Indebtedness. WFT will not permit any Restricted Subsidiary that is not a Borrower hereunder to create, incur or otherwise be obligated in respect of any unsecured Indebtedness (other than Permitted Subsidiary Unsecured Indebtedness) if the result would be that the aggregate principal amount of all unsecured Indebtedness of all Restricted Subsidiaries that are not Borrowers hereunder (excluding Permitted Subsidiary Unsecured Indebtedness) would exceed US$50 million (or the Equivalent Amount in other currencies); provided that if such a Restricted Subsidiary has delivered to the Agent and the US Agent, for and on behalf of the Lenders, (i) an absolute and unconditional guarantee of the obligations of the Borrowers under this Agreement in such form as may be approved by Lenders’ Counsel, and (ii) an opinion of counsel for the Borrowers as to due authorization, execution and delivery and as to enforceability of such guarantee and such further matters as may reasonably be requested by the Agent or the US Agent, in form reasonably satisfactory to Lenders’ Counsel, then the unsecured Indebtedness of such Restricted Subsidiary shall not be included in determining the aggregate principal amount of all unsecured Indebtedness of all such Restricted Subsidiaries for the purpose of this paragraph (g).”

1.15    Norbord Not to Become Unrestricted Subsidiary.

(a) Section 1.7 of the Credit Agreement is amended by replacing “(other than XX Xxxxx or WFUS)” with “(other than XX Xxxxx, WFUS or Norbord)”.

(b) Section 8.4(h) of the Credit Agreement is amended by replacing “Neither WFUS nor XX Xxxxx” with “None of WFUS, Norbord or XX Xxxxx”.

1.16    Accommodation of Change to WFT US Reporting Requirements.

(a) Section 1.3 of the Credit Agreement is amended by deleting “January 1, 2011” therefrom and replacing it with “January 1, 2021”.

(b) In each of Sections 8.2(h)(iii), 9.1(e), 9.1(j) and 9.1(p) of the Credit Agreement, “Cdn.$” shall be deleted and replaced with “US$”.

(c) In Section 8.4(d) of the Credit Agreement, “Cdn.$400,000,000” shall be deleted and replaced with “US$800,000,000”.

(d) The Quarterly Compliance Certificate attached as Schedule 3 to the Credit Agreement shall be amended to provide for the reporting of all dollar amounts in US Dollars instead of Canadian Dollars.

1.17    Updating of Representations and Warranties.

(a) The representations and warranties set out in Sections 7.1(c) and 7.1(w) of the Credit Agreement are restated to be effective upon the completion of the Norbord Arrangement.

(b) The representation and warranty set out in Section 7.1(e) of the Credit Agreement is amended by adding the following as new paragraph (ii) thereof and renumbering the existing wording as paragraph (i):

“(ii) All material Governmental Approvals necessary to permit the completion of the Norbord Arrangement have been obtained, including all Governmental Approvals required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and any other applicable antitrust, competition, investment or similar Laws, no material Governmental Approval held by WFT, Norbord or any of their respective subsidiaries will be revoked or materially amended as a consequence of the Norbord Arrangement, and WFT and Norbord have complied with all necessary regulatory and other legal requirements in order to complete the Norbord Arrangement.”

(c) The representation and warranty set out in Section 7.1(m) of the Credit Agreement is deleted and replaced with the following:

“(m) Tax Filings and Payments. Each Borrower and each Material Subsidiary has filed all material Tax returns which are required to have been filed in any jurisdiction. Each Borrower has, and each Material Subsidiary has, paid all material Taxes shown to be due and payable on any Tax return filed by it and all other material Taxes and assessments payable by it, to the extent the same have become due and payable and before they have become delinquent, except for any material Taxes, or material existing or known proposed assessments or reassessments in respect of which all of the following conditions are met:

(i) the amount, applicability or validity thereof is currently being contested (or will be protested once initiated) in good faith by appropriate proceedings;

(ii) the execution of any judgment with respect thereto has been stayed;

(iii) each Borrower or relevant Material Subsidiary has set aside on its books reserves with respect thereto (segregated to the extent required by GAAP) deemed by it to be adequate; and

(iv) notice has been provided to the Agent pursuant to Section 8.2(h)(iii) if the amount thereof exceeds or could reasonably be expected to exceed US$20,000,000 (or the Equivalent Amount in any other currency).”

(d) The representation and warranty set out in Section 7.1(q) is restated to remove the wording “, it being understood however that, in each case, the impacts of COVID-19 on the business, operations or financial condition of WFT or any of its Subsidiaries that occurred and were disclosed to the Administration Agent or otherwise publicly available on or prior to the Closing Date will be disregarded”.

(e) Following the completion of the Norbord Arrangement, each of WFUS and Norbord will provide the representations and warranties set out in Section 7.1 of the Credit Agreement, as so amended, only as to matters pertaining to itself and its respective Subsidiaries.

(f) The list of Material Subsidiaries attached as Schedule 4 to the Credit Agreement is deleted and replaced with Schedule 4 in the form attached to this Agreement.

1.18    Addition of Positive Covenant. The following is added to Section 8.1 of the Credit Agreement:

“(p) Release of Norbord Security.

(i) The Borrowers will use commercially reasonable efforts to promptly pursue the release of all Liens related to the Norbord credit facilities to be cancelled in accordance with Section 2.1(j) of the First Amending Agreement and any remaining Liens relating to Norbord’s previously repaid and cancelled BAM subordinated facility and BNP / EDC securitization facility.

(ii) The Borrowers will use commercially reasonable efforts to promptly pursue a release of security on the Norbord Notes in accordance with the terms thereof, it being understood that if noteholder consent is required to effect such security release it is not commercially reasonable.”

1.19    Amendment of Event of Default. The Event of Default in Section 9.1(l) of the Credit Agreement is deleted and replaced with the following:

“(l) Unsatisfied Judgments or Tax Assessments. Judgment in excess of US$50,000,000 (or the equivalent thereof in any other currency) is rendered against a Borrower or any Material Restricted Subsidiary, or against any other Restricted Subsidiaries which collectively have assets exceeding 5% of Consolidated Net Tangible Assets, in respect of which a Borrower or any Material Restricted Subsidiary or such other Restricted Subsidiaries does or do not have insurance coverage or any income tax reassessment in excess of US$50,000,000 (or the equivalent thereof in any other currency) is made against such Borrower or such Material Restricted Subsidiary or such other Restricted Subsidiaries, and any such judgment or tax reassessment remains undischarged or unsatisfied after the time for appeal has expired without such Borrower or such Material Restricted Subsidiary or such other Restricted Subsidiaries either having appealed the judgment and obtained a stay of execution of the judgment or filing a notice of objection to and/or appealing the reassessment;”

1.20    Addition of Benchmark Replacement Provision.

(a) The definitions set out in Attachment 2 attached hereto are added as new definitions in Section 1.1 of the Credit Agreement.

(b) Section 10.2 of the Credit Agreement is amended by adding the following as new paragraph (f):

“(f) Notwithstanding anything to the contrary herein or in any other Credit Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, the Agent and the US Agent will promptly notify the Borrowers and the Lenders thereof, and of the implementation of any Benchmark Replacement and the effectiveness of any Benchmark Replacement Conforming Changes, and then:

(i) if a Benchmark Replacement is determined in accordance with paragraph (i) or (ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Facility Document; and

(ii) if a Benchmark Replacement is determined in accordance with paragraph (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, notwithstanding anything contained herein or in any other Credit Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement, is provided to the Canadian Lenders or the US Lenders, as applicable, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Facility Document so long as the Agent or the US Agent, as applicable, has not received, by such time, written notice of objection to such Benchmark Replacement from the Majority Lenders,

and, in connection with the implementation of such Benchmark Replacement, the Agent and US Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Facility Document.”

(c) Section 11.2 of the Credit Agreement is amended by adding the following as new paragraph (d):

“(d) The Agent and the US Agent do not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any rate that is an alternative or replacement for or successor to any such rate (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.”

1.21    Amendment of Assignment and Participation Requirements.

(a) Section 12.15 of the Credit Agreement is amended by deleting the same and replacing it with the following:

“12.15 Assignment.

Any Lender may assign all or any part of its Commitment under the Credit Facility and its interest in the outstanding Accommodations under such Credit Facility to one or more Assignees in respect of an assigned Commitment amount of not less than US$5,000,000 under the Credit Facility for each such Assignee, upon payment by the assigning Lender to the Agent of a fee of US$5,000 for each occurrence. Any such assignment shall be subject to the approval of the Borrowers (such approval not to be unreasonably withheld), to the approval of the Agent (such approval not to be unreasonably withheld) and, in the case of an assignment by a US Lender, to the approval of the US Agent (such approval not to be unreasonably withheld), provided that no such approval of the Borrowers shall be required during the continuance of a Default or an Event of Default, and provided further that the Borrowers shall be deemed to have approved any proposed assignment if the Borrowers fail to either approve or decline to approve such assignment in response to any request for such approval within five Business Days after receipt of such request. Such Lender shall deliver to the Borrowers and the Agent (and, in the case of an assignment by a US Lender, the US Agent) a Lender Assignment Agreement executed by the Assignee, the Borrowers and the Agent (and the US Agent, if applicable), under which the Assignee assumes the obligations and agrees to be bound by all the terms and conditions of this Agreement, all as if such Assignee had been an original party hereto, and agrees to make Accommodations in respect of the Credit Facility so assigned through a lending office in Canada, in the case of an assignment by a Canadian Lender. Upon any such assignment and such assumption of the obligations of the Lender by an Assignee, the assigning Lender and the Borrowers shall be mutually released from their respective obligations hereunder to the extent of such assignment and assumption and shall thenceforth have no liability or obligations to each other to such extent, except in respect of matters which have arisen prior to such assignment. A Lender may, on notice to the Borrowers as to the recipient, deliver a copy of any financial statement or any other information relating to the business, assets or condition (financial or otherwise) of the Borrowers which may be furnished to it under this Agreement or otherwise to any Assignee or any prospective Assignee to the extent reasonably required by such Assignee in connection with its interest or the proposed acquisition of an interest in the Credit Facility. All such Assignees or prospective Assignees shall agree to maintain the confidential nature of such information.”

(b) Section 12.16 of the Credit Agreement is amended:

(i) by deleting paragraph (a)(i) thereof and replacing it with the following:

“(i) is organized under the laws of Canada (or any province or territory of Canada), is an authorized foreign bank under the Bank Act (Canada), or is otherwise considered or deemed to be resident for income tax or withholding tax purposes in Canada;”; and

(ii) by deleting paragraph (b)(ii) thereof.

(c) Section 4 of the form of Lender Assignment Agreement attached as Schedule 7 to the Lender Assignment Agreement is amended by deleting the same and replacing with the following:

“4. Lending Office. The Assignee hereby covenants and agrees that all Accommodations under the Assigned Credit [Facility/Facilities] will be made by the Assignee through the following [Canadian/US] Lending Office: ____________________________________________________________________ ________________________________”

1.22    Replacement of Appendix A to Credit Agreement. Appendix A (Lenders’ Commitments) to the Credit Agreement is deleted and replaced with Appendix A in the form attached to this Agreement.

1.23    Conformed Credit Agreement. The Original Credit Agreement is hereby amended in such a manner as to incorporate all amendments, insertions and deletions required to conform the Original Credit Agreement to the form attached hereto as Attachment 3.

ARTICLE 2

GENERAL

2.1    Condition to Effectiveness. Notwithstanding the date of this agreement, this agreement shall not become effective until the date (the “Effective Date”) on which the following conditions have been fulfilled:

(a) Amending Agreement. This agreement shall have been executed by each of the Borrowers, by the requisite Lenders in respect of each amendment in accordance with Section 12.2 of the Credit Agreement, by the Agent and by the US Agent.

(b) Specified Representations. The Specified Representations shall be true and correct as of the Effective Date as though made on and as of such date, and WFT shall have delivered to the Agent a certificate executed by an Authorized Officer of WFT to that effect.

(c) No Default. No event shall have occurred and be continuing which constitutes a Default or an Event of Default or which would, following the completion of the Norbord Arrangement, constitute a Default or Event of Default, and WFT shall have delivered to the Agent a certificate executed by an Authorized Officer of each of the Borrowers to that effect.

(d) 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, resolutions of its board of directors approving the Credit Facility Documents to which it is a party, and all documents evidencing any other necessary corporate action of it with respect to the Credit Facility Documents.

(e) 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.

(f) 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 formation.

(g) No Material Adverse Effect. Since November 18, 2020, there shall not have occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on Norbord.

(h) Conditions Precedent to Norbord Arrangement. All conditions precedent to the Norbord Arrangement in favour of WFT (or for the mutual benefit of WFT and Norbord as applicable) in the Norbord Arrangement Agreement shall have been satisfied, without waiver of any condition precedent to the Norbord Arrangement that is materially prejudicial to the Lenders without the consent of the Agent.

(i) Completion of Norbord Arrangement. The Norbord Arrangement shall have been consummated simultaneously or substantially concurrently with the Effective Date, in accordance with the Norbord Arrangement Agreement, and the Norbord Arrangement Agreement shall not, either in part or whole, have been amended, waived, supplemented or otherwise modified in a manner adverse to the Lenders without the consent of the Agent (it being understood that any modification, amendment, consent, waiver or determination in respect of the definition of “Material Adverse Effect” in the Norbord Arrangement Agreement shall be deemed to be materially adverse to the Lenders).

(j) Repayment of Norbord Indebtedness. The Agent shall have received documentation in form and substance satisfactory to the Agent confirming the repayment and cancellation of all credit facilities (including any credit facilities pursuant to which the Existing Norbord Letters of Credit were issued) of:

(i) Norbord, other than the Norbord Notes; and

(ii) Norbord’s Subsidiaries, other than Permitted Subsidiary Unsecured Indebtedness (as amended in accordance with Section 1.14 of this agreement).

(k) Legal Opinions. The Agent shall have received an opinion of Canadian and US counsel for each of the Borrowers addressed to the Lenders and Lenders’ Counsel in respect of this agreement, substantially consistent with the respective forms attached as Schedules 5 and 6 to the 2017 Credit Agreement, and shall have received the favourable opinion of the Lenders’ Counsel in form and substance satisfactory to the Agent with respect to matters covered by the opinion of Canadian counsel for the Borrowers and such other matters as the Agent may reasonably request.

(l) Payment of Fees. All fees or reimbursable expenses required to be paid by the Borrowers on or before the Effective Date shall have been paid.

(m) Know your Customer. The Lenders shall have received, at least ten days before the Effective 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.

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

If all of the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Outside Date (as defined in the Norbord Arrangement Agreement), this agreement shall terminate, the Credit Agreement amendments provided for hereunder shall not come into effect, and the Credit Agreement shall continue in force and effect without any such amendments.

2.2    Confirmation of Credit Agreement. Effective on the Effective Date, the Credit Agreement, as amended by this agreement, is hereby confirmed.

2.3    Acknowledgements re New Lenders. With respect to each Lender that is a party to this agreement and not a party to the Original Credit Agreement:

(a) such Lender hereby acknowledges and confirms that:

(i) from and after the Effective Date, to the extent of its Commitment, it assumes and agrees to observe and perform all of the obligations under the Credit Agreement and the Credit Facility Documents as a Lender to the Borrowers, the Agent, the US Agent and the other Lenders;

(ii) it has not relied upon, and none of the Agent, the US Agent nor any other Lender has made, any representation or warranty whatsoever as to the due execution, legality, effectiveness, validity or enforceability of the Credit Agreement or any other Credit Facility Document, as to any other documentation or information delivered by the Agent, the US Agent or any other Lender in connection therewith, as to the performance thereof by any party thereto, as to the performance of any obligation by the Borrowers or any of their respective Subsidiaries or as to the financial condition of the Borrowers or any of their respective Subsidiaries;

(iii) it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs and status of the Borrowers or any of their respective Subsidiaries and it has not relied, and will not hereafter rely, on the Agent, the US Agent or any other Lender to appraise, or keep under review on its behalf, the financial condition, creditworthiness, affairs and status of the Borrowers or any of their respective Subsidiaries; and

(iv) except as specifically contemplated by the Credit Agreement or this agreement, it has not heretofore and shall not hereafter take any security interest for any Indebtedness owing under the Credit Agreement and that it will not make any arrangements with any Borrower for the satisfaction of any such outstanding Indebtedness without the prior consent of all other Lenders; and

(b) each of the Borrowers hereby acknowledges and agrees to recognize, as and from the Effective Date, such Lender under the Credit Agreement as fully as if such Lender had been party to the Original Credit Agreement, provided that such Lender shall have no liability or obligation under the Credit Agreement arising prior to the Effective Date.

2.4    Governing Law. This agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

2.5    Successors and Assigns. This agreement shall enure to the benefit of and be binding upon the parties to the Credit Agreement and their respective successors and assigns.

2.6    Counterparts. This agreement, and all documents to be delivered on or before the Effective Date hereunder, may be executed in counterparts, each of which shall be deemed an original and which, taken together, shall constitute one and the same instrument, and any executed counterpart may be delivered by facsimile, by transmission of a pdf or scanned copy or by similar means of recorded communication.

[Execution pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers, as of the date first above written.

XXXX XXXXXX TIMBER CO. LTD.
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title:   VP Finance & CFO
By:
		Name:
		Title:
XXXX XXXXXX (USA), INC.
By:		/s/ Xxxx XxXxxxx
		Name: Xxxx XxXxxxx
		Title:   President
By:
		Name:
		Title:
NORBORD INC.
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:   Sr. VP and CFO
By:
		Name:
		Title:

THE TORONTO-DOMINION BANK, as Administration Agent
By:		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title:   Director Loan Syndications Agency
TORONTO DOMINION (TEXAS) LLC, as US Agent
By:		/s/ Xxxxxx Del Duca
		Name: Xxxxxx Del Duca
		Title:   Authorized Signatory

CANADIAN LENDERS

THE TORONTO-DOMINION BANK
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Managing Director
By:		/s/ Xxx Xxxxxxxxxx
		Name: Xxx Xxxxxxxxxx
		Title:   Director
BANK OF MONTREAL
By:		/s/ Ben Rough
		Name: Ben Rough
		Title:   Director
THE BANK OF NOVA SCOTIA
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title:   Director
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Associate Director

ROYAL BANK OF CANADA
By:		/s/ Xxxxxx Xxxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxxx
		Title:   Authorized Signatory
By:
		Name:
		Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:		/s/ Xxxxxx Xxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxx
		Title:   Authorized Signatory
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title:   Authorized Signatory
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:		/s/ Xxxx Xxx Hasan
		Name: Xxxx Xxx Hasan
		Title:   Vice President
XXXXX FARGO BANK, N.A., CANADIAN BRANCH
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title:   Director & Senior Portfolio Manager
By:
		Name:
		Title:

COMERICA BANK
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   VP, IFD
By:
		Name:
		Title:
XXXXXXXXXX XXX XXXXXXX XXXXXXXXXX XX XXXXXX
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Director, Corporate Banking
By:		/s/ Xxxx xxx Xxxxxx
		Name: Xxxx xxx Xxxxxx
		Title:   Managing Director, Corporate Banking
HSBC BANK CANADA
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title:   Assistant Vice President Corporate Banking
By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:   Assistant Vice President Large Corporate
ATB FINANCIAL
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Director
By:		/s/ Xxxx Ternovatsky
		Name: Xxxx Ternovatsky
		Title:   Managing Director

US LENDERS

THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By:		/s/ Xxxxxx Del Duca
		Name: Xxxxxx Del Duca
		Title:   Authorized Signatory
BANK OF MONTREAL, CHICAGO BRANCH
By:		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title:   Director
THE BANK OF NOVA SCOTIA
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title:   Director
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Director
ROYAL BANK OF CANADA
By:		/s/ Xxxxxx Xxxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxxx
		Title:   Authorized Signatory
By:
		Name:
		Title:

CANADIAN IMPERIAL BANK OF COMMERCE
By:		/s/ Xxxxxx Xxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxx
		Title: Authorised Signatory
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Authorised Signatory
JPMORGAN CHASE BANK, N.A.
By:		/s/ Xxxxxxxx X Xxxxxxxxxx
		Name: Xxxxxxxx X. Xxxxxxxxxx
		Title:  Managing Director
XXXXX FARGO BANK, N.A., CANADIAN BRANCH
By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title:   Director & Senior Portfolio Manager
By:
		Name:
		Title:
COMERICA BANK
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   VP, IFD
By:
		Name:
		Title:

XXXXXXXXXX XXX XXXXXXX XXXXXXXXXX XX XXXXXX
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director, Corporate Banking
By:		/s/ Xxxx xxx Xxxxxx
		Name: Xxxx xxx Xxxxxx
		Title:   Managing Director, Corporate Banking
HSBC BANK CANADA
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title:   Assistant Vice President Corporate Banking
By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:   Assistant Vice President Large Corporate
ATB FINANCIAL
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title:   Director
By:		/s/ Xxxx Ternovatsky
		Name: Xxxx Ternovatsky
		Title:   Managing Director