Fortuna Mining Corp. — Capital/Financing Update 2024

Feb 16, 2024

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED FOR REFERENCE MAY 2, 2023

AMONG:

CANFOR PULP LTD.

AS BORROWER

AND:

BMO CAPITAL MARKETS

AS CO-LEAD ARRANGER AND JOINT BOOKRUNNER

AND:

CANADIAN IMPERIAL BANK OF COMMERCE

AS CO-LEAD ARRANGER AND JOINT BOOKRUNNER AND CO-SYNDICATION AGENT

AND:

HSBC BANK CANADA

AS CO-LEAD ARRANGER AND JOINT BOOKRUNNER AND CO-SYNDICATION AGENT

AND:

BANK OF MONTREAL

AS ADMINISTRATIVE AGENT

AND:

“LENDERS” AS DEFINED IN THIS AGREEMENT

AS LENDERS

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TABLE OF CONTENTS

1.	INTERPRETATION............................................................................................................ 8	INTERPRETATION............................................................................................................ 8
	1.1	Defined Terms .................................................................................................................. 8
	1.2	Computation of Time Periods. ....................................................................................... 40
	1.3	Accounting Principles .................................................................................................... 40
	1.4	Incorporation of Schedules............................................................................................. 41
	1.5	Gender; Singular, Plural, etc. ......................................................................................... 41
	1.6	Use of Certain Words ..................................................................................................... 41
	1.7	Successors, etc. ............................................................................................................... 41
	1.8	Interpretation not Affected by Headings, etc. ................................................................ 42
	1.9	General Provisions as to Certificates and Opinions, etc. ............................................... 42
	1.10	Currency ..................................................................................................................... 42
	1.11	Interest Rates; Benchmark Notification ..................................................................... 42
2.	THE CREDIT FACILITY ................................................................................................. 43
	2.1	Credit Facility ................................................................................................................. 43
	2.2	Amortization................................................................................................................... 48
	2.3	Voluntary Reductions ..................................................................................................... 50
	2.4	Payments ........................................................................................................................ 50
	2.5	Computations ................................................................................................................. 52
	2.6	Fees................................................................................................................................. 53
	2.7	Interest on Overdue Amounts ........................................................................................ 53
	2.8	Account Debit Authorization ......................................................................................... 54
	2.9	Administrative Agent’s Discretion on Allocation .......................................................... 54
	2.10	Where Canfor Fails to Pay .......................................................................................... 54
	2.11	Rollover and Conversion ............................................................................................ 55
3.	ADVANCES ...................................................................................................................... 56
	3.1	Advances ........................................................................................................................ 56
	3.2	Making the Advances (except Swingline Advances) ..................................................... 56
	3.3	Interest on Advances ...................................................................................................... 57
	3.4	Benchmark Replacement Setting for SOFR................................................................... 58
	3.5	Benchmark Replacement Setting for CDOR ................................................................. 63
4.	BANKERS’ ACCEPTANCES .......................................................................................... 68
	4.1	Acceptances .................................................................................................................... 68

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	4.2	Drawdown Request ........................................................................................................ 69
	4.3	Form of Bankers’ Acceptances ...................................................................................... 69
	4.4	Completion of Bankers’ Acceptance.............................................................................. 69
	4.5	BA Proceeds ................................................................................................................... 69
	4.6	Stamping Fee .................................................................................................................. 70
	4.7	Payment at Maturity ....................................................................................................... 70
	4.8	Power of Attorney Respecting Bankers’ Acceptances ................................................... 70
	4.9	Prepayments ................................................................................................................... 70
	4.10	Default ........................................................................................................................ 71
	4.11	Non-Acceptance Lenders ........................................................................................... 71
5.	LETTERS OF CREDIT ..................................................................................................... 71
	5.1	Letters of Credit Commitment ....................................................................................... 71
	5.2	Fronting Lender Structure .............................................................................................. 72
	5.3	Conditions of Issuance ................................................................................................... 73
	5.4	Notice to Tranche A Lenders ......................................................................................... 73
	5.5	Administrative Agent’s Records .................................................................................... 74
	5.6	Extension of Fronted Letters of Credit ........................................................................... 74
	5.7	Reimbursement Obligations ........................................................................................... 74
	5.8	Reimbursement Obligations Absolute ........................................................................... 74
	5.9	Letter of Credit Payments .............................................................................................. 75
	5.10	Fronted Letters of Credit Issue Fee ............................................................................ 76
6.	CLOSING CONDITIONS ................................................................................................. 76
	6.1	Entry Into and Effect of the Amendment and Restatement ........................................... 76
	6.2	Conditions Precedent to Effectiveness of the Agreement and to the Availability of
	Accommodations under Tranche A (other than Sub-Tranche A1 and Sub-Tranche A2) ......... 77
	6.3	Conditions Precedent to Accommodations under Sub-Tranche A1............................... 79
	6.4	Conditions Precedent to Accommodations under Tranche B and Sub-Tranche A2 ...... 79
	6.5	General Conditions for Accommodations ...................................................................... 80
	6.6	Conversions and Rollovers............................................................................................. 82
	6.7	Deemed Representation.................................................................................................. 82
	6.8	Conditions Solely for the Benefit of the Lenders ........................................................... 83
	6.9	No Waiver ...................................................................................................................... 83
7.	REPRESENTATIONS AND WARRANTIES.................................................................. 83
	7.1	Existence ........................................................................................................................ 83
	7.2	Corporate Authority ....................................................................................................... 83

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	7.3	Authorization, Governmental Approvals, etc. ............................................................... 83
	7.4	Enforceability ................................................................................................................. 84
	7.5	No Breach ....................................................................................................................... 84
	7.6	Litigation ........................................................................................................................ 84
	7.7	Subsidiaries .................................................................................................................... 85
	7.8	Environmental Matters ................................................................................................... 85
	7.9	Compliance..................................................................................................................... 85
	7.10	Governmental Approvals ............................................................................................ 85
	7.11	Ownership of Assets ................................................................................................... 85
	7.12	Tax Returns................................................................................................................. 86
	7.13	Financial Statements ................................................................................................... 86
	7.14	Material Adverse Change at Closing Date ................................................................. 86
	7.15	Material Adverse Change ........................................................................................... 86
	7.16	Margin Stock .............................................................................................................. 86
	7.17	Intellectual Property ................................................................................................... 86
	7.18	Insurance ..................................................................................................................... 86
	7.19	Compliance with ERISA ............................................................................................ 87
	7.20	Non-U.S. Pension Plans.............................................................................................. 87
	7.21	Labour Disputes .......................................................................................................... 87
	7.22	Disclosure ................................................................................................................... 88
	7.23	Anti-Money Laundering Legislation .......................................................................... 88
	7.24	Anti-Bribery Activities ............................................................................................... 88
	7.25	Sanctions ..................................................................................................................... 88
8.	GUARANTEE AGREEMENTS ....................................................................................... 89
	8.1	Guarantee Agreements ................................................................................................... 89
	8.2	Taking and Enforcement of the Guarantee Agreements ................................................ 89
	8.3	Cash Collateral ............................................................................................................... 90
	8.4	Release of Designated Subsidiaries................................................................................ 90
9.	COVENANTS ................................................................................................................... 90
	9.1	Affirmative Covenants ................................................................................................... 90
	9.2	Negative Covenants........................................................................................................ 95
	9.3	Project-Specific Covenants ............................................................................................ 98
	9.4	Administrative Agent May Perform Covenants ............................................................. 99
	9.5	Addition of Designated Subsidiary .............................................................................. 100

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10. CHANGES IN CIRCUMSTANCES ............................................................................... 100	10. CHANGES IN CIRCUMSTANCES ............................................................................... 100
10.1	Illegality .................................................................................................................... 100
10.2	Circumstances Requiring Different Pricing ............................................................. 101
10.3	Increased Costs ......................................................................................................... 102
10.4	Indemnification ......................................................................................................... 103
10.5	Taxes, Costs, Etc. ..................................................................................................... 104
10.6	Change of Control .................................................................................................... 105
11. EVENTS OF DEFAULT ................................................................................................. 105
11.1	Events of Default ...................................................................................................... 105
11.2	Effect ........................................................................................................................ 108
11.3	Right of Set-Off ........................................................................................................ 109
11.4	Currency Conversion After Acceleration ................................................................. 109
11.5	Application of Recoveries ........................................................................................ 109
12. THE ADMINISTRATIVE AGENT AND THE LENDERS........................................... 110
12.1	Authorization and Action ......................................................................................... 110
12.2	Duties and Obligations ............................................................................................. 110
12.3	The Administrative Agent and Affiliates ................................................................. 112
12.4	Lender Credit Decision ............................................................................................. 112
12.5	Indemnifications ....................................................................................................... 112
12.6	Successor Agents ...................................................................................................... 114
12.7	Sub-Agent or Co-Agent ............................................................................................ 114
12.8	Assignment of Credit Facility Documents ............................................................... 114
12.9	Replacement of Swingline Lender ........................................................................... 115
12.10	Replacement of Reference Lender ........................................................................... 115
12.11	Erroneous Payments ................................................................................................. 115
13. MISCELLANEOUS ........................................................................................................ 119
13.1	Financial Crimes and Sanctions Laws Acknowledgements and Indemnification .... 119
13.2	Sharing of Payments; Records. ................................................................................. 120
13.3	Amendments, etc. ..................................................................................................... 123
13.4	Notices, etc. .............................................................................................................. 125
13.5	No Waiver; Remedies ............................................................................................... 126
13.6	Expenses ................................................................................................................... 126
13.7	Judgment Currency ................................................................................................... 127
13.8	Governing Law ......................................................................................................... 128
13.9	Successors and Assigns ............................................................................................ 128

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13.10 Conflict ..................................................................................................................... 131
13.11 Confidentiality .......................................................................................................... 131
13.12 Severability ............................................................................................................... 131
13.13 Prior Understandings ................................................................................................ 132
13.14 Time of Essence ........................................................................................................ 132
13.15 Counterparts.............................................................................................................. 132
SCHEDULE 1 LENDERS, LENDING BRANCHES AND COMMITMENTS ...................... 134
SCHEDULE 2 ACCOMMODATION REQUEST .................................................................... 136
SCHEDULE 3 FORM OF REPAYMENT/CANCELLATION NOTICE ................................. 139
SCHEDULE 4 DESIGNATED SUBSIDIARIES ...................................................................... 140
SCHEDULE 5 FORM OF ASSIGNMENT ............................................................................... 141
SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE ..................................................... 144
SCHEDULE 7 REQUIRED NOTICE ........................................................................................ 146
SCHEDULE 8 PROGRESS REPORT (Template) .................................................................... 147
SCHEDULE 9 EXISTING ACCOMMODATIONS.................................................................. 149

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT is dated for reference May 2, 2023

AMONG:

CANFOR PULP LTD .

as Borrower

AND:

BMO CAPITAL MARKETS

as Co-Lead Arranger and Joint Bookrunner

AND:

CANADIAN IMPERIAL BANK OF COMMERCE]

as Co-Lead Arranger and Joint Bookrunner and Co-Syndication Agent

AND:

HSBC BANK CANADA

as Co-Lead Arranger and Joint Bookrunner and Co-Syndication Agent

AND:

BANK OF MONTREAL

as Administrative Agent

AND:

“LENDERS” AS DEFINED IN THIS AGREEMENT

as Lenders

WHEREAS pursuant to the fourth amended and restated credit agreement dated for reference November 1, 2022 (the " Existing Credit Agreement ") among Canfor Pulp Ltd., as Borrower, HSBC, as Co-Lead Arranger, Co-Bookrunner and Administrative Agent, CIBC, as Co-Lead Arranger, Co-Bookrunner and Syndication Agent, and HSBC and CIBC as Lenders, the parties thereto agreed upon (i) an extension to a revolving term credit facility in an aggregate principal amount of $110,000,000, and (ii) an extension to a non-revolving term credit facility in an aggregate principal amount of $50,000,000.

AND WHEREAS the parties hereto have agreed to, inter alia , (i) increase the aggregate principal amount of the revolving term credit facility to $160,000,000, (ii) refinance the Obligations owing

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under the existing Tranche B (as defined in the Existing Credit Agreement) by an Advance under such revolving term credit facility, (iii) extend the term of such revolving term credit facility, (iii) establish a new non-revolving term credit facility in the principal amount of $80,000,000 to finance the Project, (iv) add BMO as a Lender, and (v) replace HSBC with BMO as Administrative Agent, all on the terms and conditions set out in this fifth amended and restated credit agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree each with the other as of the Closing Date as follows:

1. INTERPRETATION

1.1 Defined Terms

As used in this Agreement, including the recitals and the schedules, unless there is something in the subject matter or the context inconsistent therewith, the following terms shall have the following meanings:

“ Accommodation ” means:

• (a) an Advance by a Lender made on the occasion of a Borrowing pursuant to an Accommodation Request (whether given or deemed to have been given or otherwise made or deemed to have been made pursuant to this Agreement);

• (b) the creation of Bankers’ Acceptances on the occasion of a Drawing (or the making of a BA Equivalent Loan) pursuant to an Accommodation Request; and

• (c) the issue of a Fronted Letter of Credit by the Fronting Lender on the occasion of an Issuance pursuant to an Accommodation Request,

and includes an Advance and a Bankers’ Acceptance resulting from a Rollover or Conversion (whether requested or deemed to have been requested hereunder or otherwise effected) pursuant to this Agreement and all outstanding Accommodations under the Existing Credit Agreement, including the deemed Accommodations described in §2.1(h). Each type of Borrowing and each type of Letter of Credit is a “type” of Accommodation, as are Bankers’ Acceptances;

“ Accommodation Request ” means a notice of request for a Borrowing, a Drawing and/or an Issuance substantially in the form of Schedule 2, or such other form as the Administrative Agent may from time to time specify;

“ Adjusted Term SOFR ” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment;

“ Administrative Agent ” means BMO acting in its capacity as administrative agent under this Agreement and any successor administrative agent appointed in accordance with §12.6;

“ Advance ” means an advance of monies (other than and excluding Discount Proceeds) made or deemed to have been made by a Lender under the Credit Facility and includes an Advance resulting from a Conversion or Rollover (whether requested or deemed to have been requested hereunder) or otherwise effected pursuant hereto, including a Swingline Advance. An Advance may be

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denominated in US Dollars (a “ US Dollar Advance ”) or Cdn. Dollars (a “ Canadian Dollar Advance ”). A Canadian Dollar Advance shall be designated a “ Prime Rate Advance ” and a US Dollar Advance shall be designated from time to time, as requested or deemed to have been requested by Canfor, a “ SOFR Advance ” or a “ Base Rate Advance ”. Each of a Prime Rate Advance, a SOFR Advance and a Base Rate Advance is a “type” of Advance;

“ Affiliate ” means, with respect to any Person (“ first Person ”), any other Person which controls (or is a member of a group which controls), or is under common control with, or is controlled by, the first Person. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall be deemed to be an Affiliate of Canfor or any Affiliate thereof solely by reason of its agency function or lending relationship;

“ Agency Fee Agreement ” means the engagement and fee letter between Canfor and the Administrative Agent dated May 1, 2023;

“ Agreement ”, “ herein ”, “ hereof’ , “ hereto ” and “ hereunder ” and similar expressions mean and refer to this agreement, as supplemented, modified, extended, amended or restated and not to any particular Article, section, paragraph, Schedule or other portion hereof; and the expressions “Article”, “§”, and “Schedule” followed by a number or letter mean and refer to the specified Article, § or Schedule of this Agreement;

“ Amendment and Restatement Documents ” has its meaning given in §6.2(a);

“ Anti-Money Laundering Legislation ” means those sections of the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and any other applicable Laws dealing with anti-money laundering, anti-terrorist financing, government sanction and “know your client” requirements, as the context requires;

“ Anti-Terrorism Laws ” means (i) US Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the “Bank Secrecy Act”, 31 U.S.C. §§ 5311 et seq., the laws administered by OFAC and any similar Law enacted by the United States of America subsequent to the date of this Agreement, (ii) the Economic Sanctions and Export Control Laws, and (iii) any applicable anti-terrorism Laws of any other applicable jurisdiction, as the context requires;

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“ Applicable Margin ” means in respect of the following types of Accommodation or the unadvanced portion of a Commitment, until the first Pricing Date, the margins and fees applicable at the <25% level shown in the tables below, and thereafter from one Pricing Date to the next, the following corresponding margins and fees, expressed as basis points per annum:

[Redacted: Table of margins and fees]

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For purposes hereof:

• (a) “ Pricing Date ” means, for any Financial Quarter of Canfor ending on or after the Closing Date, the third Business Day following the date on which the Administrative Agent is in receipt of the Compliance Certificate for that Financial Quarter then ended, pursuant to §9.1(i)(3).

• (b) The Applicable Margin shall be established on a Pricing Date based on the Total Debt to Total Capitalization Ratio as of the end of the most recently completed Financial Quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date.

• (c) If Canfor has not delivered its Compliance Certificate by the date it is required to be delivered pursuant to §9.1(i)(3), until such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin (at the ≥35% level in the table above). If Canfor subsequently delivers such Compliance Certificate before the next Pricing Date, the Applicable Margin established by such late Compliance Certificate shall be effective on the date of delivery of such Compliance Certificate until the next Pricing Date.

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• (d) In all other circumstances, the Applicable Margin established by such Compliance Certificate shall be in effect from the Pricing Date that occurs immediately after the end of the Financial Quarter covered by such Compliance Certificate until the next Pricing Date.

• (e) Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on Canfor and the Lenders absent manifest error. The Administrative Agent shall provide notice to Canfor and the Lenders of any change in the Applicable Margin as so determined by it.

• (f) If a change in the Applicable Margin occurs on a Pricing Date, and there are any Bankers' Acceptance or SOFR Advance outstanding as at that date, then the fees with respect to such Bankers' Acceptances and the interest with respect to such SOFR Advances shall be adjusted based on the resulting Applicable Margin retroactively with effect as of the date immediately following the Financial Quarter to which the Pricing Date relates, such adjustment shall become payable:

• (1) by Canfor to the Administrative Agent for the account of the applicable Lenders (if the Applicable Margin has increased as of the Pricing Date); or

• (2) by the applicable Lenders to the Administrative Agent for the account of Canfor (if the Applicable Margin has decreased as of the Pricing Date),

on (i) the last day of the then current term of such Bankers' Acceptance or SOFR Advance, except (ii) in the case of SOFR Advance with an Interest Period of more than three months, on the date when interest thereon is due and payable pursuant to §3.3(c).

• (g) Notwithstanding the foregoing, at the election of the Majority Lenders, the Applicable Margin shall be set at the ≥35% level in the table above upon the occurrence and during the continuation of an Event of Default.

“ Assignee ” has the meaning ascribed to such term in §13.9(d);

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

“ BMO ” means Bank of Montreal, a Canadian chartered bank;

“ Bank Products ” means the MasterCard facility which HSBC, CIBC and/or BMO may extend from time to time to Canfor or any of the following products, services or facilities extended from time to time to Canfor or any Guarantor by HSBC, CIBC and/or BMO or any of their respective Affiliates, provided that such other products, services or facilities have been approved by the Administrative Agent in writing: (a) Cash Management Services; (b) commercial credit card and merchant card services; and (c) other banking products or services as may be requested by Canfor or any Guarantor;

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“ Bank Products Obligations ” means all obligations owing by Canfor or any Guarantor in respect of Bank Products;

“ Bankers’ Acceptance ” means a depository bill as defined by the Depository Bills and Notes Act (Canada) or a blank non-interest bearing bill of exchange as defined by the Bills of Exchange Act (Canada), in either case drawn by Canfor, denominated in Canadian Dollars and accepted by a Lender as a bankers’ acceptance, as evidenced by such Lender’s endorsement thereof at the request of Canfor pursuant to an Accommodation Request, and includes a Bankers’ Acceptance resulting from a Conversion or Rollover;

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of (i) the rate of interest per annum established and reported by the Administrative Agent and in effect on such day as the reference rate of interest it charges to customers for US Dollar loans made by it in Canada, (ii) the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.50%) and (iii) Adjusted Term SOFR for a one-month tenor in effect for such day plus 1.00%; provided that to the extent such highest rate as calculated above shall, at any time, be less than zero, such rate shall be deemed to be zero for all purposes herein. Any change in the Base Rate due to a change in the aforesaid reference rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective on the opening of business on the day specified in the public announcement of such change in such reference rate, the Federal Funds Effective Rate or Adjusted Term SOFR, respectively;

“ basis point ” and “ b.p. ” each mean one one-hundredth (1/100) of one per cent, or .01%;

“ Benchmark Replacement ” is used as defined in §3.4(f);

“ Benchmark Replacement Date ” is used as defined in §3.4(f);

“ Benchmark Transition Event ” is used as defined in §3.4(f);

“ Beneficiary ” means, in respect of any Letter of Credit, the beneficiary specified therein;

“ Borrower ” or “ Canfor ” means Canfor Pulp Ltd.;

“ Borrowing ” means a borrowing consisting of one or more Advances. Prime Rate Advances, SOFR Advances and Base Rate Advances are each a “type” of Borrowing;

“ Builders’ Lien Act ” means the Builders’ Lien Act (British Columbia) or any other similar legislation in respect of builders’ or construction liens in all applicable jurisdictions, in each case, as the same may be amended from time to time.

“ Business Day ” means any day other than a Saturday or a Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in New York, New York; Vancouver, British Columbia; and Toronto, Ontario; provided, that, when used in connection with a SOFR Advance, or any other calculation or determination involving SOFR, the term “Business Day” means any day that is also a U.S. Government Securities Business Day;

“ Canfor ” or “ Borrower ” means Canfor Pulp Ltd.;

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“ Canfor Factoring ” means Canfor Pulp International Ltd.;

“ Canfor Hedging Obligations ” means all amounts due and payable from time to time by Canfor in respect of a Hedge Instrument entered into by Canfor with a Lender or its Affiliate for hedging currency, interest rate or commodity price fluctuations in respect of the business of Canfor;

“ Canfor Sales ” means Canfor Pulp and Paper Sales Ltd.;

“ Capital Lease Obligations ” means all rental obligations which, under IFRS, are or will be required to be capitalized on the books of Canfor or any of its Designated Subsidiaries, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with such principles;

“ Capital Stock ” means, with respect to any Person, any and all shares, interests (partnership, joint venture or otherwise), participations or other similar interests (however designated, whether voting or non-voting) in the equity of such Person, whether now outstanding or issued after the date hereof;

“ Cash Equivalents ” means:

• (a) marketable securities issued, or directly and fully guaranteed by the government of Canada, any Province of Canada or the United States or any agency or instrumentality thereof (provided that the full faith and credit of Canada, such Province or the United States, as the case may be, is pledged in support of those securities) maturing within 365 days from the date of acquisition;

• (b) commercial paper maturing within 180 days from the date of acquisition, and rated:

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

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

• (c) certificates of deposit maturing within 365 days of the date of acquisition, in each case issued or accepted by a bank to which the Bank Act (Canada) applied having at the time of acquisition combined capital, surplus and undistributed profits of at least Cdn. $2 billion;

“ Cash Management Services ” means any services provided from time to time by HSBC, CIBC and/or BMO or any of their respective Affiliates to Canfor or any Guarantor in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursements, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services;

“ CDOR ” in relation to any Tenor of any issue of Bankers’ Acceptances or in determining one (1) month CDOR in the definition of Prime Rate (the “relevant period”) means:

• (a) the applicable CDOR Screen Rate for CDOR; or

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• (b) if no CDOR Screen Rate is available for determining CDOR, the bid rate (rounded up, if necessary to be expressed to two (2) decimal places) for bankers’ acceptances issued by the Reference Lender as supplied to the Administrative Agent at its request by the Reference Lender,

as of 10:00 a.m. on the first day of such relevant period, or the preceding Business Day if such day is not a Business Day, for the discount of bankers’ acceptances issued in Cdn. Dollars for a period comparable to that relevant period; provided that, notwithstanding anything to the contrary herein, CDOR for any relevant period shall not be less than 0.00%;

“ CDOR Screen Rate ” means in relation to CDOR, the average of the Canadian Interbank Bid BA Rates for Canadian Dollar denominated bankers’ acceptances (or any replacement of such rate) for the relevant period or day displayed on the appropriate page of the Reuters service. If any such page is replaced or service ceases to be available, the Administrative Agent and the Borrower may mutually agree upon a successor rate to CDOR, and the Administrative Agent and the Borrower may amend this Agreement to replace CDOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similarly denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate a “ CDOR Successor Rate ”), together with any proposed Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendments to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders do not accept such amendment. If no Successor Rate has been determined and agreed by way of amendment of this Agreement as aforesaid, including as a consequence of the Majority Lenders declining to accept any such amendment, the Administrative Agent shall promptly so notify the Borrower and each Lender. Thereafter the obligations of the Lenders to make or maintain Drawings by way of Bankers’ Acceptances and BA Equivalent Loans (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans or applicable periods) shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for a Drawing of, or conversion to or rollover of Bankers’ Acceptances or BA Equivalent Loans (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans or applicable periods), or failing that, will be deemed to have converted any such request into a request for a Prime Rate Advance or a Base Rate Advance in the amount specified therein;

“ CDOR Successor Rate ” has the meaning assigned to it under the definition of CDOR Screen Rate;

“ Change of Control ” means:

• (a) Canfor Corporation no longer owns, directly or indirectly, more than 50% of the issued and outstanding Capital Stock of Canfor; or

• (b) the acquisition by any Person (other than Canfor Corporation), or any group of Persons acting jointly or in concert (other than Canfor Corporation and its WhollyOwned Subsidiaries), of beneficial ownership of greater than 50% of the issued and outstanding Capital Stock of Canfor;

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“ CIBC ” means Canadian Imperial Bank of Commerce, a Canadian chartered bank;

“ Closing Date ” means May 2, 2023, or such later date on which all of the conditions specified in §6.2 are satisfied or otherwise waived by the Lenders, as evidenced by a notice from the Administrative Agent to Canfor confirming that all such conditions are so satisfied or waived;

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time;

“ Commitment ” means, for a Lender in respect of a Tranche, the amount set forth opposite such Lender’s name under the heading “Commitment” on Schedule 1 to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement;

“ Compliance Action ” has the meaning ascribed to such term in §13.1(b);

“ Compliance Certificate ” means a certificate delivered by Canfor pursuant to §9.1(i)(3) substantially in the form of Schedule 6;

“ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of §3.4 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is necessary in connection with the administration of this Agreement and the other Credit Facility Documents);

“ Consolidated Net Income Available for Restricted Payments ” means an amount equal to (1) the sum of (i) 70% (or minus 100% in the case of a deficit) of Consolidated Net Income for the period (taken as an accounting period) commencing on July 1, 2022 and terminating at the end of the last Financial Quarter preceding the date of any proposed Restricted Payment plus (ii) the aggregate amount received after July 1, 2022 by Canfor as the net cash proceeds from the sale of its shares (excluding amounts received from Designated Subsidiaries) less (2) the aggregate amount of Restricted Payments made subsequent to July 1, 2022, other than those made pursuant to §9.2(f). The term “shares” as used in this definition shall include warrants and options to purchase shares or partnership units;

“ Consolidated Net Income ” means, for any relevant period, the net income or net loss reported in the consolidated financial statements of CPPI, prepared in accordance with IFRS, provided that

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net income of a Non-Designated Subsidiary that is not distributed to a Designated Subsidiary or Canfor in that period shall not be included in the calculation of Consolidated Net Income;

“ Control ” when used with respect to any Person, other than an individual, means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of Capital Stock, by contract or otherwise;

“ Conversion ” means, in respect of any Drawing or type of Borrowing, the conversion of the method for calculating interest, discount rates or fees thereon from one method to another in accordance with §2.11, and includes a conversion from a Prime Rate Advance to a Drawing and vice-versa and a conversion from a SOFR Advance to a Base Rate Advance and vice-versa;

“ CPPI ” means Canfor Pulp Products Inc., a corporation under the laws of British Columbia;

“ Credit Facility ” means the credit facility to be made available hereunder to Canfor for the purposes set forth in §2.1(c);

“ Credit Facility Documents ” means this Agreement, the Agency Fee Agreement, the Guarantee Agreements, Bankers’ Acceptances, Letters of Credit and all other documents required under this Agreement or necessary to implement the financing comprised in the Credit Facility;

“ Credit Party ” means Canfor, CPPI and each Designated Subsidiary and each other Affiliate of Canfor that is a party to a Credit Facility Document;

“ Current Debt ” means any obligation for borrowed money (and any notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money) payable on demand or within a period of one year from the date of the creation thereof, provided that any such obligation shall be treated as Funded Debt regardless of its term, if such obligation is renewable at the option of Canfor pursuant to the terms thereof or of a revolving credit or similar agreement effective for more than one year after the date of the creation of such obligation, or may be payable out of the proceeds of a similar obligation pursuant to the terms of such obligation or of any such agreement;

“ DBRS ” means DBRS Limited;

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

“ Designated Subsidiary ” means Canfor Sales, Canfor Factoring and any other Subsidiary of Canfor designated as such by resolution of the Board of Directors of Canfor;

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

“ Discount Proceeds ” means, in respect of Bankers’ Acceptances to be purchased by a Lender, the result (rounded to the nearest whole cent, with one-half of one cent and more being rounded up) obtained by multiplying the aggregate Face Amount of such Bankers’ Acceptances by a price (rounded up or down to the second decimal place, with .005 or more being rounded up) determined by dividing one by the sum of one plus the product of (x) the applicable Discount Rate multiplied

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by (y) a fraction, the numerator of which is the number of days in the term to maturity of such Bankers’ Acceptances and the denominator of which is 365;

“ Discount Rate ” means:

• (a) with respect to an issue of Bankers’ Acceptances with a Tenor of one (1), two (2) or three (3) months accepted by:

• (1) a Lender which is a bank listed on Schedule I of Bank Act (Canada) (a “ Schedule I Lender ”), the CDOR; or

• (2) a Lender which is not a Schedule I Lender (including any Non-Acceptance Lender), the aggregate of the CDOR plus 5 basis points;

• (b) with respect to an issue of Bankers’ Acceptances with a Tenor other than one (1), two (2) or three (3) months which is requested by the Borrower and agreed to by the Lenders and accepted by:

• (1) a Lender which is a Schedule I Lender, the Bankers’ Acceptance rate for the same Tenor quoted by such Lender; or

• (2) a Lender which is not a Schedule I Lender, the Bankers’ Acceptance rate for the same Tenor quoted by BMO.

“ Drawing ” means the creation or making of one or more Bankers’ Acceptances in pursuance of an Accommodation Request;

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

“ EBITDA ” means, on a consolidated basis for Canfor and the Designated Subsidiaries for any relevant period and without duplication, Consolidated Net Income for such period, plus:

• (a) amounts deducted in calculating Consolidated Net Income in respect of the aggregate interest expense incurred for interest and equivalent costs of borrowing, taking into account the effect of any relevant Hedge Instruments;

• (b) amounts deducted in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of Canfor, including in connection with the early retirement or defeasance of any Indebtedness;

• (c) amounts deducted in calculating Consolidated Net Income in respect of income taxes;

• (d) amounts deducted in calculating Consolidated Net Income in respect of depreciation and amortization;

• (e) non-cash items deducted in calculating Consolidated Net Income, in respect of:

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• (1) the closure, restructuring, conversion, sale, abandonment or other disposition of property, plant and equipment;

• (2) write-downs of property, plant, equipment, timberlands and goodwill;

• (3) foreign exchange adjustments on Indebtedness;

• (4) Non-cash write-downs in asset backed commercial paper investment valuations; and

• (f) amounts deducted in calculating Consolidated Net Income in respect of extraordinary items;

minus:

• (g) amounts added in calculating Consolidated Net Income in respect of the repurchase or redemption of any securities of Canfor, including in connection with the early retirement or defeasance of any Indebtedness;

• (h) amounts added in calculating Consolidated Net Income in respect of income taxes;

• (i) non-cash items added in calculating Consolidated Net Income, in respect of:

• (1) the closure, restructuring, conversion, sale, abandonment or other disposition of property, plant and equipment;

• (2) write-ups of property, plant, equipment, timberlands and goodwill;

• (3) foreign exchange adjustments on Indebtedness; and

• (4) non-cash write-ups in asset backed commercial paper investment valuations;

• (j) amounts added in calculating Consolidated Net Income in respect of extraordinary items; and

• (k) all cash payments during such period relating to non-cash items or charges which were added back in determining EBITDA in any prior period,

all of which shall be calculated in accordance with IFRS unless otherwise expressly described;

“ EBITDA Interest Coverage Ratio ” means, at any time, the ratio calculated by dividing:

• (a) EBITDA determined for the four most recently completed Financial Quarters of Canfor,

by

• (b) Net Interest Expense for that period;

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“ Economic Sanctions and Export Control Laws ” means any Canadian Law governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including without limitation the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act , Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations;

“ Eligible Funded Debt ” means Funded Debt which may be prepaid without premium or penalty, including, without limitation, Funded Debt where the holder thereof agrees to waive any premium or penalty otherwise applicable to a prepayment;

“ Environmental Laws ” means all applicable Laws, Governmental Approvals and guidelines or requirements of any Governmental Body (including consent decrees as to which Canfor or a Designated Subsidiary is a party or otherwise subject, and administrative orders which may affect Canfor or a Designated Subsidiary) relating to public health and safety, protection of the environment, the Release of Hazardous Materials and occupational health and safety;

“ Equivalent Amount ” means, on a particular date in respect of any amount (the “ original amount ”) expressed in a particular currency (the “ original currency ”), the equivalent amount expressed in a second designated currency (the “ second currency ”) determined by reference to the Bank of Canada noon rate at which the original currency may be exchanged into the second currency as published on the Reuters Screen page BOFC. In the event that such rate does not appear on such Reuters page, such rate shall be ascertained by reference to any other means (as selected by the Administrative Agent) by which such rate is quoted or published from time to time by the Bank of Canada; provided that, if at the time of any such determination, for any reason, no such exchange rate is being quoted or published, the Administrative Agent may use such reasonable method as it considers appropriate to ascertain such rate, and the resulting determination shall be conclusive absent manifest error;

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect;

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is treated as a single employer together with Canfor under section 414 of the Code;

“ Erroneous Payment ” has the meaning assigned to it in §12.11(a);

“Erroneous Payment Deficiency Assignment ” has the meaning assigned to it in §12.11(d);

“ Erroneous Payment Impacted Facilities ” has the meaning assigned to it in §12.11(d);

“ Erroneous Payment Return Deficiency ” has the meaning assigned to it in §12.11(d);

“ Erroneous Payment Subrogation Rights ” has the meaning assigned to it in §12.11(e);

“ Event of Default ” means any of the events specified in §11.1;

“ Excepted Dispositions ” means, until Project Completion, any disposition:

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• (a) of property to extent related to the closures of (i) the pulp mills located in Taylor, British Columbia, and (i) the pulp line of the mill located in Prince George, British Columbia, all of which have been announced as of the Closing Date;

• (b) of inventory in the ordinary course of business;

• (c) pursuant to a Permitted Merger;

• (d) to Canfor or a Wholly Owned Designated Subsidiary; or

• (e) of accounts receivable in a true sale involving no continuing recourse against Canfor or any Designated Subsidiary (including pursuant to an asset securitization), at a discount no greater than is then customary in the marketplace for receivables of similar quality,

and on and after Project Completion, any disposition permitted under §(a) through (e) above and any disposition:

• (f) of property, other than shares or Indebtedness of a Designated Subsidiary, where the net proceeds of such disposition are, within six months of such disposition, applied to the purchase of property (other than inventory) or to construction costs, improvements or additions to property, in each case used in the business of Canfor or Designated Subsidiary, or to the purchase of all of the outstanding common shares of a company which is not a Designated Subsidiary but which, immediately following such purchase, becomes a Designated Subsidiary; or

• (g) of property, other than shares or Indebtedness of a Designated Subsidiary, where the net proceeds of such dispositions are used to effect a Funded Debt Reduction;

“ Excluded Taxes ” shall mean, in relation to any Lender, those Taxes which are imposed or levied by any jurisdiction or any political subdivision thereof:

• (a) on or measured by the overall net income of such Lender or its applicable Lending Branch or any Affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes measured by capital or net worth imposed on any Lender or its applicable Lending Branch or any Affiliate thereof, as a result of such Lender (1) carrying on a trade or business therein or having a permanent establishment therein, (2) being organized under the laws of such jurisdiction or any political subdivision thereof, or (3) being or being deemed to be resident or domiciled in such jurisdiction for income tax purposes;

• (b) by reason of such Lender not dealing at arm’s length (as such term is interpreted for purposes of the Income Tax Act (Canada)) with Canfor; or

• (c) which would not have been imposed had such Lender satisfied a relevant authority that such Lender was not a Person mentioned in §(a) or §(b) above;

“ Existing Credit Agreement ” has the meaning ascribed to it in the recitals;

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“ Face Amount ” means, in respect of a Bankers’ Acceptance, the amount payable to the holder thereof on its maturity and, in respect of a Letter of Credit, the maximum amount that may from time to time be payable to the Beneficiary thereof, and where used in a context referring to more than one Bankers’ Acceptance or Letter of Credit means the aggregate of the Face Amounts thereof;

“ Federal Funds Effective Rate ” means, for any day, an interest rate per annum expressed on the basis of a 360-day year equal to the weighted average (rounded upwards if necessary to the next 0.01 %) of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York or, if such rate is not so published for any day which is a Business Day, the average (rounded upwards if necessary to the next 0.01%) of the quotations at approximately 11:00 a.m. (New York time) for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion;

“ Financial Quarter ” means a period of three consecutive months ending on and including March 31, June 30, September 30 or December 31, as the case may be;

“ Financial Year ” means a financial year commencing on January 1 of each calendar year and ending on and including December 31 of such year;

“ Floor ” is used as defined in §3.4(f);

“ Fronted Letter of Credit ” means a standby or commercial letter of credit or a letter of guarantee for a specified amount in Canadian Dollars or US Dollars issued by the Fronting Lender at the request and upon the indemnity of Canfor pursuant to Article 5 and having a term to maturity from the date of issuance thereof of no more than 365 days;

“ Fronting Lender ” has the meaning ascribed to it in §5.2(a);

“ F.R.S. Board ” means the Board of Governors of the Federal Reserve System of the United States or any successor thereto;

“ Funded Debt ” means:

• (a) any obligation payable more than one year from the date of creation thereof, including the current portion thereof, which under IFRS is shown on the balance sheet as a liability, excluding (1) obligations with respect to reforestation and postemployment benefits, and (ii) reserves for deferred income taxes and other reserves to the extent that such reserves do not constitute an obligation;

• (b) Capital Lease Obligations;

• (c) Indebtedness secured by any Lien existing on property owned subject to such Lien whether or not the Indebtedness secured thereby shall have been assumed;

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• (d) Guarantees, endorsements (other than endorsements of negotiable instruments for collection in the ordinary course of business) and other contingent liabilities (whether direct or indirect) in connection with the indebtedness, shares or dividends of any Person;

• (e) obligations under any contract providing for the making of loans, advances or capital contributions to any Person, or for the purchase of any property from any Person, in each case in order to enable such Person primarily to maintain working capital, net worth or any other balance sheet condition or to pay debts, dividends or expenses;

• (f) obligations under any contract for the purchase of materials, supplies or other property if such contract (or any related document) requires that payment for such materials, supplies or other property shall be made regardless of whether or not delivery of such materials, supplies or other property is ever made or tendered;

• (g) obligations under any contract to rent or lease (as lessee) any real or personal property if such contract (or any related document) provides that the obligation to make payments thereunder is absolute and unconditional under conditions not customarily found in commercial leases then in general use or requires that the lessee purchase or otherwise acquire securities or obligations of the lessor;

• (h) obligations under any contract for the sale or use of materials, supplies or other property if such contract (or any related document) requires that payment for such materials, supplies or other property, or the use thereof, shall be subordinated to any indebtedness (of the purchaser or user of such materials, supplies or other property) owed or to be owed to any Person; and

• (i) obligations under any other contract which, in economic effect, is substantially equivalent to a guarantee of indebtedness;

all as determined in accordance with IFRS, except that Guarantees by a Designated Subsidiary of Funded Debt of Canfor (to the extent such Designated Subsidiary has similarly guaranteed the Credit Facility) shall not be considered Funded Debt and the obligation to repurchase assets referred to in the definition of Total Debt shall, as and when excluded from the definition of Total Debt, not be considered Funded Debt;

“ Funded Debt Reduction ” means a prepayment of such Eligible Funded Debt, if any, as may be selected by Canfor;

“ Governmental Approval ” means any authorization, permit, approval, grant, license, consent, right, privilege, registration, filing, order, commitment, judgment, direction, ordinance, decree or like instrument or affirmation issued or granted by any Governmental Body;

“ Governmental Body ” means any government (including any federal, provincial, state, territorial, municipal or local government) or political subdivision or any agency, authority, bureau, regulatory or administrative authority, central bank, monetary authority, commission, department

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or instrumentality thereof, or any court, tribunal, judicial entity, or arbitrator, whether foreign or domestic;

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

• (a) to purchase such Indebtedness or obligation or any property constituting security therefor;

• (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation;

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

• (d) otherwise to assure the owner of such Indebtedness or obligation against loss in respect thereof;

“ Guarantee Agreements ” means:

• (a) that certain guarantee and postponement dated as of the date of this Agreement and executed by Canfor Sales in favour of the Secured Parties and delivered to the Administrative Agent under §8.1;

• (b) that certain guarantee and postponement dated as of the date of this Agreement and executed by CPPI in favour of the Secured Parties and delivered to the Administrative Agent under §8.1;

• (c) that certain guarantee and postponement dated as of the date of this Agreement and executed by Canfor Factoring in favour of the Secured Parties and delivered to the Administrative Agent under §8.1; and

• (d) each additional guarantee and postponement that is from time to time delivered to the Administrative Agent under §9.5,

all as amended, supplemented, or replaced from time to time;

“ Guarantors ” means CPPI, Canfor Sales and Canfor Factoring, and any other Designated Subsidiaries;

“ Hazardous Materials ” means:

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• (a) any oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, contaminates, materials or pollutants which:

• (1) pose a hazard to any real property, or to Persons on or about any real property; or

• (2) cause any real property to be in violation of any Law;

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

• (c) any chemical, material or substance defined as or included in the definition of “dangerous goods”, “deleterious substance”, “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous waste”, or “toxic substances”, “waste” or words of similar import under any Law, including the Canadian Environmental Protection Act (Canada), Fisheries Act (Canada), Transportation of Dangerous Goods Act (Canada), Canada Water Act (Canada) and any applicable provincial legislation; and

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

“ Hedge Instrument ” means any interest rate or foreign exchange risk management agreement or product, including interest rate, commodity or currency exchange or swap agreements, futures contracts, forward exchange, purchase or sale agreements (including energy purchase or sale agreements), and any other agreements to fix or hedge interest rates or foreign exchange rates;

“ Hedging Obligations ” means, with respect to any Person, payment or delivery obligations under Hedge Instruments;

“ HSBC ” means HSBC Bank Canada, a Canadian chartered bank;

“ IFRS ” means the International Financial Reporting Standards issued or adopted by the Canadian Accounting Standards Board, applied on a consistent basis with the most recent audited financial statements of such Person and, if applicable, its consolidated subsidiaries (except for changes approved by the auditors of such Person);

“ Increased Costs ” means any amounts payable by Canfor to the Administrative Agent or a Lender under any of §3.2(c), Article 10 and §13.6;

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

• (a) all obligations for borrowed money;

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• (b) all obligations evidenced by bonds, debentures, notes or similar instruments (including, without limitation, debentures, notes or similar instruments convertible into shares of a Person) or upon which interest payments are customarily made;

• (c) all obligations under conditional sale or other title retention agreements relating to property purchased (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

• (d) all obligations (including, without limitation, earnout obligations) incurred, issued or assumed as the deferred purchase price of property or services purchased (other than trade debt incurred in the ordinary course of business) that would appear as liabilities on a balance sheet;

• (e) the principal portion of all Capital Lease Obligations;

• (f) the Mark to Market Amount of such Person;

• (g) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created, excluding amounts drawn under such letters of credit or bankers’ acceptances which have become obligations for borrowed money under (a), and excluding performance based letters of credit issued to a Person’s customers in connection with certain long-term contracts);

• (h) all preferred Capital Stock or other equity interests and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemptions or other acceleration;

• (i) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product;

• (j) all obligations under take-or-pay or similar arrangements or under commodities agreements;

• (k) all Indebtedness of others of the type described in §(a) through (j) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired, whether or not the obligations secured thereby have been assumed;

• (l) all Guarantees of Indebtedness of another Person of the type described in §(a) through (j) and all other contingent obligations; and

• (m) all Indebtedness of the type described in §(a) through (j) of any partnership or unincorporated joint venture in which a Person is a general partner or a joint venturer in proportion to the ownership percentage in such partnership or joint venture;

“ Information Documents ” means, collectively, at any time and in any form, information provided by or on behalf of Canfor to the Administrative Agent in writing, pursuant to this Agreement, with

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respect to the businesses of Canfor and the Designated Subsidiaries, financial statements of Canfor and certificates and other materials reasonably requested by the Administrative Agent for the purpose, inter alia , of providing such information to prospective Lenders, as from time to time, amended, supplemented or replaced;

“ Initial Project Expenditure Authorization ” means that term as defined in §6.3(a);

“ Interest Period ” means, in respect of each SOFR Advance, a period of one, three or six months, or, to the extent available from all the Lenders, such shorter period (in each case, subject to the availability thereof), with respect to such SOFR Advance; provided that (i) the Interest Period shall commence on the date of an advance of or a conversion to a SOFR Advance and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period with respect to a SOFR Advance would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iii) any Interest Period with respect to a SOFR Advance that begins on the last Business Day of a calendar month (or on a day for which there is not numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) no Interest Period shall extend beyond the Maturity Date for such class of Borrowings; and (v) no tenor that has been removed from this definition pursuant to §3.4 shall be available for specification in such Accommodation Request or interest election;

“ Investment ” means any investment, made in cash or by delivery of property by a Person:

• (a) in any other Person, whether by acquisition of stock, indebtedness, or other obligation or security of such Person, or by loan, guarantee, advance, capital contribution or otherwise; or

• (b) in any property;

“ ISP98 ” means the International Standby Practices ISP98, as published by the International Chamber of Commerce and in effect from time to time;

“ Issuance ” means the issuance of one or more Letters of Credit made pursuant to an Accommodation Request;

“ Issue Date ” means any Business Day fixed in accordance with the provisions of this Agreement for an Issuance;

“ Law ” means any law (including common law and the laws of equity), constitution, statute, treaty, code, regulation, by-law, rule, ordinance, order, guideline, requirement, injunction, writ, decree, judgment, award, deferred prosecution agreement or other requirement of any Governmental Body, in each case having the force of law;

“ Lenders ” means the Swingline Lender, the Tranche A Lenders and the Tranche B Lenders;

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“ Lenders’ Counsel ” means such law firm as may from time to time be chosen by the Lenders to act on their behalf in connection with the Credit Facility;

“ Lending Branch ” means, in respect of a particular Lender, the branch whose address is set forth in Schedule 1, or such other branch as such Lender may designate from time to time by notice given to the Administrative Agent and Canfor;

“ Letter of Credit ” means a Fronted Letter of Credit;

“ Lien ” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or capital lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). “Lien” shall not include a sale of accounts receivable of the character described in §(c) of the definition of Excepted Disposition;

“ Majority Lenders ” means:

• (a) in respect of the Credit Facility at any time, Lenders whose respective individual Commitments under the Credit Facility at such time aggregate at least 66-2/3% of the total Commitments of all Lenders under the Credit Facility at such time; and

• (b) in respect of a particular Tranche at any time, Lenders whose respective individual Commitments under such Tranche at such time aggregate at least 66-2/3% of the total Commitments under such Tranche at such time,

provided that:

• (c) for the purpose of §(b) above as it relates to Tranche A, (i) the individual Commitment under Tranche A in respect of a Lender who is both a Tranche A Lender and a Swingline Lender, and (ii) the total Commitments under Tranche A, shall in both cases be deemed to be increased by the amount of the Swingline Amount; and

• (d) at any time when there are only two or three Lenders, Majority Lenders must include no fewer than two Lenders;

“ Margin Stock ” has the meaning ascribed thereto in Regulation U issued by the F.R.S. Board;

“ Mark to Market Amount ” means, for any date for which the Mark to Market Amount is calculated with respect to any Person (and for greater certainty, where calculated with respect to Canfor or any Designated Subsidiary, shall be calculated with respect to Canfor and all Designated Subsidiaries as if they were a single Person), the aggregate net amount, if any, that would be payable by such Person under its Hedge Instruments if all Transactions thereunder were being terminated as of such date (provided that market quotation will be determined using estimates at mid-market of the amounts that would be paid for replacement Transactions) (for greater certainty, each net amount owing to or by such Person to a counterparty shall be netted against the amounts

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owing to or by such Person to all other counterparties). Notwithstanding the foregoing, the amount that would be payable by such Person under its Hedge Instruments may only be netted against amounts owing to or by such Person to counterparties with an S & P rating of BBB+ or better or a Moody’s rating of Baal or better (and in the case of a counterparty rated by both S & P and by Moody’s, such counterparty must have the required minimum rating for both). For the purposes of this definition, capitalized terms not otherwise defined in this Agreement shall have the respective meanings given to those terms in the then current ISDA Master Agreement (Multicurrency — Cross Border);

“ Material Adverse Change ” means any one or more transactions, events or conditions which, when taken together, have a material adverse effect on:

• (a) the ability of any Credit Party to perform and discharge their obligations under the Agreement or the other Credit Facility Documents;

• (b) the validity or enforceability of any material provision of the Agreement or the Guarantee Agreements; or

• (c) the business, operations, affairs, financial condition, assets, properties or prospects of Canfor or the Designated Subsidiaries, taken as a whole;

“ Maturity Date ” means the Swingline Tranche Maturity Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as the context requires;

“ Modified Following Business Day Convention ” means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day so that such relevant date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that relevant date will be the first preceding day that is a Business Day;

“ Moody’s ” means Moody’s Investors Service, Inc.;

“ Net Interest Expense ” means, for any particular period, without duplication, the aggregate expense incurred by Canfor and the Designated Subsidiaries on a consolidated basis for interest and equivalent costs of borrowing (taking into account the effect of any relevant Hedge Instruments), including but not limited to (i) bankers’ acceptance fees, (ii) discounts on bankers’ acceptances, (iii) the interest portion of any Capital Lease Obligations, and (iv) all fees and other compensation paid to any Person that has extended credit to Canfor or a Designated Subsidiary other than any upfront, extension and similar non-recurring fees paid to the Administrative Agent or Lenders in connection with the Credit Facility, in each case whether or not actually paid, but excluding the interest capitalized in accordance with IFRS on new capital projects, including interest capitalized up to completion, and net of interest earned on unencumbered short term cash or Cash Equivalents;

“ Non-Acceptance Lender ” has the meaning set forth in §4.11;

“ Non-Designated Subsidiary ” means a Subsidiary of Canfor that is not a Designated Subsidiary;

“ Non-U.S. Pension Plan ” means any plan, fund or other similar program:

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• (a) established or maintained outside of the United States of America by Canfor or any Designated Subsidiary primarily for the benefit of the employees (substantially all of whom are aliens not residing in the United States of America) of Canfor or such Designated Subsidiary, which plan, fund or other similar program provides for retirement income for such employees or results in a deferral of income for such employees in contemplation of retirement; and

• (b) not otherwise subject to ERISA;

“ Notice ” means an Accommodation Request or a Repayment/Cancellation Notice;

“ Obligations ” means, at any time, the amount (calculated and expressed in Cdn. Dollars, with each US Dollar obligation converted for purposes of such calculation into the Equivalent Amount in Cdn. Dollars) equal to the sum of:

• (a) the Principal Outstanding under the Credit Facility;

• (b) all accrued and unpaid interest thereon and all interest on accrued and unpaid interest; and

• (c) all accrued and unpaid fees, expenses, costs, indemnities, Increased Costs and other amounts payable to the Lenders or the Administrative Agent pursuant to the provisions of any Credit Facility Document or otherwise in respect of the Credit Facility;

“ OFAC ” means the U.S. Department of Treasury Office of Foreign Assets Control;

“ Participant ” has the meaning ascribed in §13.9(c);

“ Payment Account ” means the following accounts in the name of Canfor:

• (1) for US Dollars:

==> picture [133 x 70] intentionally omitted <==

[Redacted: Banking information]

• (2) for Cdn. Dollars:

==> picture [134 x 70] intentionally omitted <==

or such other places or accounts as may be agreed by the Administrative Agent and Canfor from time to time and notified to the Lenders;

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“ Payment Recipient ” has the meaning assigned to it in §12.11(a);

“ Permitted Encumbrances ” means, in respect of any Credit Party at any time, any one or more of the following:

• (a) Liens for Taxes not yet due or which are being actively contested in good faith by appropriate proceedings, provided, in the latter case, that Canfor shall have established appropriate reserves for such Taxes in accordance with IFRS;

• (b) other Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets taken as a whole or materially impair the use thereof in the operation of its business;

• (c) carriers’, warehousemen’s, mechanics’, material-men’s, repairmen’s, construction, builder’s or other similar Liens, including Liens under the Builders’ Lien Act, which arise in the ordinary course of business of such Credit Party, the payment of which is neither due nor delinquent or which are being contested at the time by such Loan Party in good faith by proper legal proceedings if:

• (1) to the extent that such Liens relate to assets which are material to the business of the applicable Credit Party, such Liens do not materially interfere with the use of such assets by such Credit Party or involve any immediate danger of the sale, forfeiture or loss of such assets; and

• (2) such Credit Party has made adequate reserves with respect thereto in accordance with IFRS ;

• (d) Liens on property or assets of a Designated Subsidiary to secure obligations of such Designated Subsidiary to Canfor or a Wholly-Owned Designated Subsidiary;

• (e) any Lien (i) existing on any property of any Person at the time it becomes a Designated Subsidiary, provided that the indebtedness secured by such Lien is not assumed by Canfor or a Designated Subsidiary, or (ii) existing prior to the time of acquisition upon any property acquired by Canfor or a Designated Subsidiary through purchase, merger or amalgamation or otherwise provided that the Indebtedness secured by such Lien is not assumed by Canfor (unless it is the acquiring corporation) or a Designated Subsidiary, or (iii) placed upon property now owned or hereafter acquired by Canfor or a Designated Subsidiary at the time of, or within six months after, the acquisition thereof to secure all or a portion of the purchase price thereof or to secure all or a portion of the construction costs (including cost of installation) of improvements thereon or additions thereto, in each case made within six months of the acquisition thereof, provided that, (X) with respect to Liens referred to in §(i), (ii) and (iii), (A) any such Lien shall not encumber any other property of Canfor or such Designated Subsidiary, and (B) the aggregate amount of Funded Debt secured by any such Lien could be incurred under §(c) of the definition of Funded Debt at the time such Person becomes a

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Designated Subsidiary or at the time of such acquisition or creation and in each case after giving effect thereto, and (Y) the property referred to in §(iii) shall not include property acquired for, or constructed under, the Project;

• (f) any Lien renewing, extending or refunding any Lien permitted by §(e), provided that the principal amount secured is not increased, and the Lien is not extended to other property;

• (g) any Lien renewing, extending or refunding any Lien securing Funded Debt permitted by §(e), provided such Funded Debt was secured by a Lien immediately prior to such renewal, extension or refunding; and

• (h) Liens which secure other Indebtedness permitted by the terms of this Agreement and which secure the Credit Facility equally and rateably with such other Indebtedness so long as such other Indebtedness is so secured, such security to be (i) effective no earlier than 30 days after notice has been provided to the Administrative Agent describing in reasonable detail the property and Indebtedness which is to be secured, and (ii) provided pursuant to documentation reasonably satisfactory to the Majority Lenders under the Credit Facility;

“ Permitted Mergers ” means any of the following:

• (a) the amalgamation of one Designated Subsidiary with one or more other Designated Subsidiaries;

• (b) the formation of a partnership involving, and owned entirely by, the Persons referred to in §(a);

• (c) any amalgamation, merger or similar transaction involving only Canfor and its subsidiaries on terms and conditions confirmed by the Lenders in writing to be satisfactory to them prior to completion of such transaction (including without limitation any Lender approval required under §13.3(b)(7) in view of any effect of such transaction on the Credit Facility Documents);

provided that the following additional conditions are satisfied:

• (d) the resulting, surviving or transferee Person shall be a Person organized and existing under the laws of Canada, any province thereof or any State of the United States of America and shall possess all of the property, capacity, rights, franchises, authorizations and qualifications of all other Persons involved in such transaction;

• (e) the resulting, surviving or transferee Person expressly assumes on terms and conditions as to legal effect satisfactory to the Lenders’ Counsel the obligations of all other Persons involved in such transaction under all Credit Facility Documents to which such other Persons are a party;

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• (f) no Default or Event of Default has occurred and is continuing and immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default shall have occurred and be continuing;

• (g) immediately following such transaction, the Secured Parties shall have such Lien over the present and after-acquired assets of the resulting, surviving or transferee Person with the same priority that the Lien over the assets of such Persons involved in the transactions immediately prior to the transaction; and

• (h) Canfor shall have delivered to the Administrative Agent a certificate of a Senior Officer in form and substance acceptable to the Administrative Agent;

“ Permitted Share Issuance ” means an issuance of shares or other equity securities by a Designated Subsidiary where:

• (a) the Total Disposition Value for the 12 and 24 months preceding the issuance do not constitute more than 15% and 25%, respectively, of the consolidated assets of Canfor and its Designated Subsidiaries; and

• (b) the net proceeds of issuance are used to effect a Funded Debt Reduction or, within six months of issuance, are applied to the purchase of property (other than inventory) or to constructions costs, improvements or additions to property, in each case used in the business of the Designated Subsidiary, or to the purchase of all of the outstanding common shares of a company which is not then a Designated Subsidiary but which immediately following such purchase becomes a Designated Subsidiary, and after giving effect to such Funded Debt Reduction or application, as the case may be, Canfor could incur at least US$1.00 of additional Funded Debt under §9.2(c);

“ Person ” includes an individual, partnership, body corporate, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture and other entity and any Governmental Body;

“ Prime Rate ” means, at any time, the greater of:

• (a) the rate of interest per annum established and reported by BMO from time to time as the reference rate of interest it charges to customers for Canadian Dollar loans made by it in Canada; and

• (b) the sum of:

• (1) the average one month bankers’ acceptance rate as quoted on Reuters Service page CDOR as at 10:00 a.m. (Toronto time) on such day, expressed as a rate per annum; plus

• (2) 100 basis points,

as to which a certificate of the Administrative Agent, absent manifest error, shall be conclusive evidence from time to time. With each quoted or published change in such rate aforesaid of BMO

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there shall be a corresponding change in any rate of interest payable under this Agreement based on the Prime Rate should such changed rate exceed that set forth in §(b) of this definition, all without the necessity of any notice thereof to Canfor or any other Person;

“ Principal Outstanding ” means, at any time, the amount (calculated and expressed in Cdn. Dollars, with each US Dollar obligation converted for purposes of such calculation into the Equivalent Amount in Cdn. Dollars) equal to:

• (a) when used in a context pertaining to a type of Accommodation made by a single Lender under any one or more of the Tranches, the sum of:

• (1) if the type of Accommodation is an Advance or BA Equivalent Loan, the aggregate principal amount of all such Accommodations then outstanding made by such Lender under such Tranche or Tranches; and

• (2) if the type of Accommodation is by way of Bankers’ Acceptance (whether or not held by such Lender) or Letter of Credit, the Face Amount of all such Accommodations then outstanding made by such Lender under such Tranche or Tranches;

• (b) when used in a context pertaining to Accommodations made by a single Lender under any one or more of the Tranches, the sum of:

• (1) the aggregate principal amount of all Advances and BA Equivalent Loans then outstanding made by such Lender under such Tranche or Tranches; and

• (2) the Face Amount of all Accommodations then outstanding made by such Lender under such Tranche or Tranches by way of Bankers’ Acceptances (whether or not held by such Lender) and Letters of Credit; and

• (c) when used elsewhere in this Agreement with reference to any one or more of the Tranches (including the Credit Facility as a whole), the sum of:

• (1) the aggregate principal amount of all Advances and BA Equivalent Loans then outstanding made by the Lenders under such Tranche or Tranches; and

• (2) the Face Amount of all Accommodations then outstanding made by the Lenders under such Tranche or Tranches by way of Bankers’ Acceptances (whether or not held by the respective Lenders) and Letters of Credit;

“ Project ” means the capital construction project for the upgrade of the boiler at the Borrower’s Northwood pulp mill located in or near Prince George, British Columbia, including, without limitation, any related demolition, decommissioning and/or disposal of any improvements or obsolete or replaced equipment on the mill site associated therewith, the purchase and/or fabrication, installation and commissioning of the new equipment associated therewith, all as approved by the Board of Directors of Canfor from time to time.

“ Project Budget Increase ” has its meaning defined in §6.4(d).

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“ Project Completion ” means, with respect to the Project, the occurrence of all of the following:

• (a) the issuance of a certificate of substantial completion for the Project by the Project Engineer;

• (b) the issuance of all Governmental Approvals and other authorizations and permits which are required in order to permit the operation of the boiler and related equipment installed pursuant to the Project; and

• (c) completion of all commissioning tests necessary to confirm the boiler and related equipment installed pursuant to the Project are operating at a capacity and output satisfactory to Canfor, acting reasonably;

“ Project Costs ” means, without duplication, the direct and indirect costs, including all hard and soft costs, required to be incurred by or on behalf of Canfor to achieve Project Completion;

“ Project Draw Termination Date ” means the date which is the earlier of (i) the date on which Project Completion has occurred, and (ii) the Project Completion Outside Date;

“ Project Costs Round-Up Amount ” has its meaning defined in §2.1(d)(3).

“ Project Engineer ” means the engineering consultants or other qualified professionals appointed from time to time by the Borrower for the Project and approved by the Administrative Agent and the Majority Lenders; For clarification, each of John Wood Group Plc and its Affiliates and Andritz AG and its Affiliates are approved by the Administrative Agent and the Majority Lenders for the purposes of this definition;

“ Project Engineering Report ” means the engineering report prepared by the Project Engineer for the Project;

“ Project Outside Completion Date ” means December 31, 2025;

“ Project Progress Report ” has its meaning defined in §6.5(d);

“ Receiver ” includes a receiver, receiver/manager and receiver and manager;

“ Reference Lender ” means BMO (or any Affiliate designated by it) acting in its capacity as a reference bank under this Agreement with respect to the Credit Facility or any replacement of such reference bank appointed pursuant to §12.10;

“ Release ” includes releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping, or permitting any of the foregoing to occur;

“ Repayment/Cancellation Notice ” means a notice in the form of or substantially similar effect as Schedule 3, given to the Administrative Agent by Canfor pursuant to any relevant provision of this Agreement;

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“ Required Notice ”, when used with respect to a type of Accommodation, a payment, prepayment or reduction of the Commitments hereunder, means such number of days’ notice to the Administrative Agent as is set forth in Schedule 7;

“ Restricted Payment ” means any payment or declaration of any dividend on any class of CPPI’s Capital Stock (or of the Capital Stock of Canfor or a Designated Subsidiary which issues Capital Stock to the public (an “ Issuing Subsidiary ”)), any other distribution on account of any class of CPPI’s or an Issuing Subsidiary’s Capital Stock and any redemption, purchase or other acquisition by CPPI or, Canfor or a Designated Subsidiary, direct or indirect, of any of CPPI’s or an Issuing Subsidiary’s Capital Stock. There shall not be included in Restricted Payments: (i) dividends paid, or distributions made, in Capital Stock of CPPI or an Issuing Subsidiary; or (ii) exchanges of Capital Stock of CPPI or an Issuing Subsidiary into shares of the same or another class of common shares of CPPI or an Issuing Subsidiary or exchanges of outstanding preferred shares of CPPI or an Issuing Subsidiary into common shares of CPPI or an Issuing Subsidiary, except to the extent that cash or other value (other than shares) is involved in such exchange. The term “shares” as used in this definition shall include warrants and options to purchase shares;

“ Rollover ” means, in respect of a Borrowing by way of SOFR Advances, the continuation thereof or any portion thereof for a succeeding Interest Period and, in respect of a Drawing, the issuance of a further Drawing on any day in a Face Amount not exceeding the Face Amount of the Drawing maturing on that day, the proceeds of which are used to pay (directly or indirectly) the maturing Drawing, all as contemplated by §2.11;

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

“ Sanctioned Person ” means:

• (a) a Person that is designated under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under or listed on, any Sanctions List;

• (b) a Person that is located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of country-wide or territorywide Sanctions;

• (c) a Person that is otherwise a target of Sanctions (“target of Sanctions” signifying a Person with whom a Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); or

• (d) any other Person to which one or more Lenders would not be permitted to make a loan, or provide funding, in accordance with the Sanctions, or otherwise deal with pursuant to the Sanctions;

“ Sanctions ” means the economic sanctions laws, regulations, orders, embargoes or restrictive measures administered, enacted or enforced by any Sanctions Authority, including any sanctions

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or requirements imposed by, or based upon the obligations or authorities set forth in, the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Criminal Code (Canada), the Freezing of Assets of Corrupt Foreign Officials Act (Canada), the Foreign Extraterritorial Measures Act (Canada), the Export and Import Permits Act (Canada), the US Executive Order No. 13224, the U.S. Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the U.S. Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act of 2001 , the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. United Nations Participation Act , the U.S. Syria Accountability and Lebanese Sovereignty Act , the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act (United States), or any of the foreign assets control regulations of the U.S. Department of the Treasury (including but not limited to 31 CFR, Subtitle B, Chapter V) or any other law or executive order relating thereto or regulation administered by OFAC, in all cases, only to the extent such economic sanctions laws, regulations, orders, embargoes or restrictive measures would not violate applicable Law in Canada;

“ Sanctions Authority ” means any of: (a) the Canadian government; (b) the United States government; (c) the United Nations; (d) the respective governmental institutions, departments and agencies of any of the foregoing, including Global Affairs Canada, Public Safety Canada, OFAC, the United States Department of State; “ Sanctions Authorities ” means all of the foregoing Sanctions Authorities, collectively;

“ Sanctions List ” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC or any substantially similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

“ Secured Party ” means each Person that from time to time is a Lender or the Administrative Agent hereunder or a Lender or Affiliate of a Lender to whom Canfor Hedging Obligations or Bank Products Obligations are owed;

“ Senior Officer ” means, in respect of a corporation, the chairman of the board, the president or chief executive officer, the chief financial officer, the chief legal officer, a vice-president, the secretary, the treasurer or such other officer as the Administrative Agent may agree to;

“ Shareholders’ Equity ” means consolidated unitholders’ or shareholders’ equity of Canfor and the Designated Subsidiaries, as applicable, provided that positive and negative non-cash adjustments to other comprehensive income related to defined benefit pension plans and foreign exchange impact from translating US$ denominated assets and liabilities of US Subsidiaries shall not be included in the calculation of Shareholders’ Equity provided that such amounts thereafter shall not exceed Cdn. $50,000,000 on a net cumulative basis (positive or negative) at any time;

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

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

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

“ SOFR Advance ” means an Advance that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (iii) of the definition of Base Rate;

“ Sub-Tranche A1 ” and “ Sub-Tranche A2 ”, respectively, have the meanings given to such terms in §2.1(a)(1); “ Sub-Tranche ” means either one of them;

“ Subsidiary ” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries);

“ Swingline Advance ” means an advance of monies made or deemed to have been made, including by way of overdraft, by the Swingline Lender under the Swingline Tranche;

“ Swingline Amount ” means Cdn. $10,000,000 (or the Equivalent Amount in US Dollars) to the extent not permanently reduced, cancelled or terminated pursuant to this Agreement;

“ Swingline Lender ” means (as of the Closing Date) HSBC, acting in its capacity as the Lender of Swingline Advances under §2.1(g), and any replacement swingline lender appointed in accordance with §12.9;

“ Swingline Tranche ” means the swingline credit facility to be made available by the Swingline Lender to Canfor under §2.1(g);

“ Swingline Tranche Maturity Date ” means the Tranche A Maturity Date;

“ Taxes ” means all taxes, levies, imposts, stamp taxes, duties, fees, deductions, withholdings, charges, compulsory loans or restrictions or conditions resulting in a charge which are imposed, levied, collected, withheld or assessed by any country or political subdivision or taxing authority thereof as of the date hereof or at any time in the future together with interest thereon and penalties with respect thereto, if any, and any payments of principal, interest, charges, fees or other amounts made on or in respect thereof (but excluding Excluded Taxes), and “Tax” and “Taxation” shall be construed accordingly;

“ Tenor ” for any Advance by way of Bankers’ Acceptances means the period of one (1), two (2) or three (3) months or such other period as the Lenders may agree upon, as selected by the Borrower in an Accommodation Request, commencing on (and including) the date of such Advance; provided that any Tenor that would otherwise end on a day which is not a Business Day shall be extended or shortened in accordance with the Modified Following Business Day Convention;

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“ Term SOFR ” means, for any Interest Period for a duration of one-month, three-months, or sixmonths (in each case, subject to the availability thereof) for a SOFR Advance, the greater of (i) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (the “ Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and (ii) the Floor; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day;

“ Term SOFR Adjustment ” means, with respect to Term SOFR, for an Interest Period of a duration of (a) one-month, 0.10% (10 basis points), (b) three-months, 0.15% (15 basis points), and (c) six-months, 0.25% (25 basis points);

“ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion);

“ Term SOFR Determination Day ” has the meaning assigned to it under the definition of Term SOFR;

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

“ Total Capitalization ” means, as at the date of determination, the sum of Total Debt and Shareholders’ Equity;

“ Total Debt ” means, at any time, the sum of all obligations of Canfor and the Designated Subsidiaries on a consolidated basis, with respect to:

• (a) borrowed money incurred or guaranteed by them;

• (b) any promissory notes or other negotiable instruments issued or guaranteed by them;

• (c) Capital Lease Obligations;

• (d) the amount of any securitization of accounts receivable in excess of $50,000,000;

• (e) the Mark to Market Amount of Canfor and the Designated Subsidiaries;

• (f) other contingent liabilities in connection with Indebtedness (other than contingent liabilities in connection with Hedge Instruments to which Canfor or a Designated Subsidiary is a party),

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all determined in accordance with IFRS, less unencumbered short term cash and Cash Equivalents held directly by Canfor or any Designated Subsidiary, provided that any debt of joint ventures, affiliates or Subsidiaries not wholly owned directly or indirectly by Canfor, and which has no recourse to Canfor or any Designated Subsidiary, shall be excluded;

“ Total Debt to Total Capitalization Ratio ” means, as at the date of determination, the consolidated ratio of Total Debt to Total Capitalization;

“ Total Disposition Value ” means, with respect to any disposition or Permitted Share Issuance, the aggregate of the net proceeds thereof and all other dispositions (other than Excepted Dispositions) and Permitted Share Issuances during any specified time period; for the purposes of this definition the net proceeds of a disposition of all shares and Funded Debt and Current Debt of a Designated Subsidiary shall be deemed to be the value of the property of such Designated Subsidiary;

“ Tranche ” means any of the Swingline Tranche, Tranche A or Tranche B;

“ Tranche A ” means the revolving credit facility described in §2.1(a)(1);

“ Tranche A Lenders ” means those institutions providing a Commitment in respect of Tranche A whose names are set forth on the execution pages hereof under the heading “Tranche A Lenders”, and their respective permitted assigns;

“ Tranche A Maturity Date ” means the fourth anniversary of the Closing Date, and if such day is not a Business Day, the next succeeding Business Day;

“ Tranche B ” means the non-revolving term credit facility described in §2.1(a)(2);

“ Tranche B Lenders ” means those financial institutions providing a Commitment in respect of Tranche B whose names are set forth on the execution pages hereof under the heading “Tranche B Lenders”, and their respective permitted assigns;

“ Tranche B Maturity Date ” means the fourth anniversary of the Closing Date, and if such day is not a Business Day, the next succeeding Business Day;

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

“ Updated Project Budget ” means that term as defined in §6.4(b);

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended, and any regulations (including the regulations contained in 31 CFR 103.121) or guidelines promulgated thereunder;

“ US Dollars ”, “ United States Dollars ” and “ US$ ” each mean lawful money of the United States of America in same day immediately available funds or, if such funds are not available, the form of money of the United States of America that is customarily used in the settlement of international banking transactions on the day payment is due hereunder;

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“ US Executive Order No. 13224 ” means that certain United States Executive Order No. 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), effective September 24, 2001;

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

“ U.S. Multiemployer Plan ” means any U.S. Plan that is a “multiemployer plan” (as such term is defined in section 4001(4)(3) of ERISA);

“ U.S. Plan ” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by Canfor or any ERISA Affiliate or with respect to which Canfor or any ERISA Affiliate may have any liability;

“ Wholly-Owned Designated Subsidiary ” means any Designated Subsidiary, all of the voting shares of every class of which, other than directors’ qualifying shares, shall, at the time as of which any determination is being made, be owned by Canfor or an Affiliate of Canfor, either directly or through Wholly-Owned Subsidiaries;

“ Wholly-Owned Subsidiary ” means, with respect to a Person, any other Person, if at such time such first-mentioned Person and/or one or more Wholly-Owned Subsidiaries of such firstmentioned Person owns, directly or indirectly, all of the Capital Stock in such other Person (other than director’s qualifying shares).

1.2 Computation of Time Periods.

• (a) Inclusion Rules . In this Agreement, in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “ from ” means “ from and including ” and the words “ to ” and “ until ” each mean “ to but excluding ”.

• (b) Ibid . Where in this Agreement a notice must be given a number of days prior to a specified action, the day on which such notice is given shall be included and the day of the specified action shall be excluded.

1.3 Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise requires, be made in accordance with IFRS applied on a consistent basis. The parties hereto confirm that the definitions of financial terms and the levels of financial tests set out in this Agreement were based upon IFRS adopted by Canfor and applied in the consolidated

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financial statements of Canfor and its Subsidiaries dated December 31, 2018 (“ Historical IFRS ”). If at any time Canfor changes how it applies IFRS or IFRS changes and such change is reflected in any subsequently prepared financial statements of Canfor, then Canfor or the Majority Lenders may request the other parties hereto to agree upon amendments to the definitions of financial terms and/or to the levels of financial tests set out in this Agreement if the requesting party reasonably believes that such amendment is required to reflect substantially the same commercial or financial determination, consolidation, computation or financial measure under IFRS, as applied under Historical IFRS. Until such amendments are agreed upon, or the requesting party withdraws such request for amendments, all such financial terms, determinations, consolidations and computations shall be made in accordance with Historical IFRS and the Borrower shall provide the Lenders a reconciliation of IFRS, as so changed and applied, to Historical IFRS treatment with every Compliance Certificate provided to the Lenders pursuant hereto.

1.4 Incorporation of Schedules

Schedules 1 to 7 shall, for all purposes hereof, form an integral part of this Agreement.

1.5 Gender; Singular, Plural, etc.

As used herein, each gender shall include all genders, and the singular shall include the plural and the plural the singular, as the context shall require.

1.6 Use of Certain Words

The words “ including ” and “ includes ”, when either follows any general term or statement, is not to be construed as limiting the general term or statement to the specific terms or matters set forth immediately following such word or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement.

1.7 Successors, etc.

In this Agreement:

• (a) reference to any body corporate shall include successors thereto, whether by way of amalgamation or otherwise; provided that transfers and assignments by Canfor and Designated Subsidiaries and corporate and other reorganizations shall nonetheless be undertaken only in accordance with any restrictions imposed by the terms hereof;

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

• (c) reference to any agreement, instrument, Governmental Approval or other document shall include reference to such agreement, instrument, Governmental Approval or

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other document as the same may have been heretofore or may from time to time hereafter be amended, supplemented, replaced or restated.

1.8 Interpretation not Affected by Headings, etc.

The division of this Agreement into Articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.9 General Provisions as to Certificates and Opinions, etc.

Whenever the delivery of a certificate is a condition precedent to the taking of any action by the Administrative Agent or any Lender hereunder, the truth and accuracy of the facts and the diligent and good faith determination of the opinions stated in such certificate shall in each case be conditions precedent to the right of Canfor to have such action taken, and any certificate executed by Canfor shall be deemed to represent and warrant that the facts stated in such certificate are true, accurate and complete.

1.10 Currency

Unless otherwise specified, all statements of, or references to, dollar amounts in the Agreement without currency specification shall mean Canadian Dollars.

1.11 Interest Rates; Benchmark Notification

The interest rate on an Advance denominated in US Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, §3.4 provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, the administration of, submission of, calculation of, performance of or any other matter related to any interest rate used in this Agreement (including, without limitation, the Base Rate, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR) or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, or have the same value or economic equivalence of as the existing interest rate (or any component thereof) being replaced or have the same volume or liquidity as did any existing interest rate (or any component thereof) prior to its discontinuance or unavailability. The Administrative Agent and its respective affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate (or component thereof) used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or

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expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

2. THE CREDIT FACILITY

2.1 Credit Facility

• (a) Commitment . The Credit Facility is comprised of the Swingline Tranche (pursuant to §2.1(g) below) and two other tranches as follows:

• (1) Tranche A is a committed facility which shall be made available on a revolving basis, up to a maximum principal amount of Cdn.$150,000,000, which shall further include two sub-tranches, under which Accommodations may be made available in relation to the Project to assist in financing Project Costs, as follows:

  • (A) a first sub-tranche in the amount of up to Cdn. $20,000,000 (“ SubTranche A1 ”); and

  • (B) a second sub-tranche in the amount of up to the lesser of (i) Cdn. $30,000,000, and (ii) the Project Budget Increase (as defined in §6.4(d) below) (“ Sub-Tranche A2 ”).

Each Sub-Tranche is a committed sub-facility, but, insofar as Accommodations made thereunder are utilized to finance Project Costs, each Sub-Tranche shall be non-revolving, such that Accommodations made thereunder for such purpose may not be repaid and re-drawn to finance additional Project Costs, but, as contemplated in §6.4(d) below, may be repaid and re-drawn as Accommodations under Tranche A to assist in financing the general corporate purposes of Canfor and its Subsidiaries, including capital expenditures, but not for the purposes of financing Project Costs.

For greater certainty, amounts drawn under either Sub-Tranche, until repaid, will reduce the amount available to be drawn under Tranche A on a dollar for dollar basis; and

• (2) Tranche B is a committed facility which shall be available on non-revolving basis, up to a maximum principal amount of Cdn. $80,000,000, such that Accommodations made available thereunder, once repaid, may not be redrawn.

• (b) Nature of Accommodations . Subject to the terms and conditions of this Agreement, the Credit Facility shall be made available:

• (1) in the case of Tranche A, in:

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• (A) Canadian Dollars by way of Prime Rate Advances, Bankers’ Acceptances or Fronted Letters of Credit;

• (B) U.S. Dollars by way of Base Rate Advances, SOFR Advances or Fronted Letters of Credit; and;

• (C) Fronted Letters of Credit to a maximum aggregate Face Amount outstanding at any one time of Cdn. $25,000,000

• (2) in the case of Tranche B, in:

• (A) Canadian Dollars by way of Prime Rate Advances or Bankers’ Acceptances; and

• (B) U.S. Dollars by way of Base Rate Advances or SOFR Advances.

Subject to the terms and conditions of this Agreement, each Lender shall make Accommodations available under one or more (as the case may be) of the Tranches pro rata on the basis of such Lender’s Commitments, as set forth in Schedule 1.

In no event shall a Lender be obligated to make Accommodations available under a Tranche if after making such Accommodations the Principal Outstanding of that Lender’s Accommodations under such Tranche would exceed that Lender’s Commitment in respect of such Tranche.

Each Lender shall make Accommodations available to Canfor through its relevant Lending Branch.

• (c) Purposes . Accommodations under the Credit Facility shall be used only for the following purposes:

• (1) in the case of Accommodations made under Tranche A, but excluding Accommodations made under either Sub-Tranche A1 or Sub-Tranche A2), to assist in financing the general corporate purposes of Canfor and its Subsidiaries, including, without limitation, working capital requirements and capital expenditures (excluding capital expenditures related to the Project)

• (2) in the case of Accommodations made under either of Sub-Tranche A1 or Sub-Tranche A2, solely in respect of the Project to assist in financing Project Costs; and

• (3) in the case of Accommodations made under Tranche B, solely in respect of the Project to assist in financing Project Costs .

• (d) Availability . Subject to the terms and conditions herein set forth:

• (1) Accommodations made under Tranche A, but excluding Accommodations made under either Sub-Tranche, will be by way of multiple draws which

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shall be available from time to time on and from the Closing Date through to the Tranche A Maturity Date; and

• (2) Accommodations made under any of Sub-Tranche A1, Sub-Tranche A2 and Tranche B will be by way of multiple draws which shall be available from time to time on and from the Closing Date, but on a work-in-place and costto-complete basis (subject to §(3) below), provided that:

  • (A) any amounts repaid under either of Sub-Tranche A1 or Sub-Tranche A2 may not be re-drawn for the purposes of financing Project Costs and any amount remaining undrawn under either of Sub-Tranche A1 and Sub-Tranche A2 on the Project Draw Termination Date shall cease to be available to assist in financing the Project and each SubTranche shall be cancelled on such date, provided that, for greater certainty, any amounts so repaid or cancelled will remain available to be re-drawn as Accommodations under Tranche A to provide financing for the general corporate purposes of Canfor and its Subsidiaries other than the financing of Project Costs.

  • (B) any amounts repaid under Tranche B may not be re-drawn and any amount remaining undrawn under Tranche B at the Project Draw Termination Date shall cease to be available.

• (3) In addition to the amount that Canfor would have been entitled to draw for an Accommodation under Sub-Tranche A1, Sub-Tranche A2 or Tranche B on a work-in-place and cost-to-complete basis pursuant to §(2) above, Canfor may increase the amount requested under such Accommodation if it is made by way of Drawings of Bankers’ Acceptance, to the minimum extent possible in order to comply with the minimum amounts required for Drawings under §2.1(e) below. The increased amount shall be applied firstly to the amount of the Project Costs representing work-in-place which are subsequently incurred for the Project, to reduce the amount otherwise available to be drawn by Canfor under Sub-Tranche A1, Sub-Tranche A2 or Tranche B (other than by Conversion or Rollover). The increased amount, less such reduction in the preceding sentence, shall be known herein as the “ Project Costs Round-Up Amount ”.

• (e) Minimum Amounts . Subject to the Majority Lenders under the relevant Tranche in any specific instance waiving such requirement, the following minimum amounts shall apply in respect of certain Borrowings and Drawings requested under each Accommodation Request (excluding Swingline Advances):

• (1) the aggregate of the Prime Rate Advances requested in any Borrowing shall be at least Cdn. $5,000,000 and a whole multiple of Cdn. $1 million;

• (2) each Bankers’ Acceptance shall be in a Face Amount of at least Cdn. $100,000 and a whole multiple thereof, except that, if, as requested by Canfor, the Face Amount of a Bankers’ Acceptance which would otherwise

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be accepted by a Lender would not be $100,000 or a whole multiple thereof, the Face Amount of such Bankers’ Acceptance shall be increased or reduced by the Administrative Agent in its sole discretion to $100,000 or the nearest whole multiple thereof, as appropriate; provided that after such acceptance, the Principal Outstanding of that Lender’s Accommodations under that Tranche shall not exceed that Lender’s Commitment in respect of that Tranche;

• (3) the aggregate of the Face Amount of Bankers’ Acceptances requested in any Drawing shall be at least Cdn. $5,000,000 and a whole multiple of Cdn. $1 million;

• (4) the aggregate of the Base Rate Advances requested in any Borrowing shall be at least US$5,000,000 and a whole multiple of US$1,000,000; and

• (5) the aggregate of the SOFR Advances requested in any Borrowing shall be at least US$5,000,000 and a whole multiple of US$1,000,000,

• (f) Nature of Tranches . Tranche A is a revolving facility and amounts may be repaid thereunder and subsequently made the subject of a further Accommodation (subject to compliance with the terms and conditions of this Agreement), provided that, with respect to Sub-Tranche A1 and Sub-Tranche A2, any amounts drawn thereunder and repaid in accordance with the terms of this Agreement, may not be redrawn for the Project, but will remain available to be re-drawn as Accommodations under Tranche A to provide financing for the general corporate purposes of Canfor and its Subsidiaries other than the financing of Project Costs. Tranche B shall not revolve and shall be repaid and reduce in accordance with the terms of this Agreement.

• (g) Swingline Tranche.

• (1) Subject to the terms and conditions of this Agreement, the Swingline Lender establishes in favor of Canfor the Swingline Tranche, which is part of the Credit Facility, on a committed, revolving basis in the principal amount of up to but not exceeding the Swingline Amount on the terms set forth in this §2.1(g).

Except as otherwise provided herein:

• (A) the Swingline Tranche will be made available by way of multiple draws from time to time as of the Closing Date and up to the Swingline Tranche Maturity Date;

• (B) the Swingline Tranche will be advanced and managed solely by the Swingline Lender and not adjusted among the Lenders in proportion to their Commitments or otherwise; and

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• (C) the Swingline Tranche will be subject to all terms and conditions of the Credit Facility.

• (2) The Swingline Lender has established at its Lending Branch an account for Canfor which is referred to as a Swingline Account. The Swingline Account shall record the day to day banking business of Canfor with the Swingline Lender under this §2.1(g).

• (3) Each Swingline Advance shall be made by the Swingline Lender by way of a Prime Rate Advance (if requested in Canadian Dollars) or a Base Rate Advance (if requested in US Dollars) on the same day’s notice if given to the Swingline Lender before noon (Toronto time) or, if requested by Canfor, on an overdraft basis by debiting such account of Canfor as shall be established by agreement of Canfor and the Swingline Lender, all without any further notice required to the Administrative Agent. The amount of any such overdraft from time to time shall be deemed to be a Prime Rate Advance (to the extent of such debit balance in Canadian Dollars) and a Base Rate Advance (to the extent of such debit balance in US Dollars). Canfor shall ensure that the aggregate Principal Outstanding of all Swingline Advances does not exceed the Swingline Amount at any time.

• (4) Advances by the Swingline Lender outstanding at any time under this §2.1(g) are limited to the Swingline Amount. From time to time the Swingline Lender may notify the Administrative Agent the amount of the Principal Outstanding under the Swingline Tranche, and the Administrative Agent, upon receipt of such notification, shall then notify the other Tranche A Lenders of the requirement for an Advance by way of Prime Rate Advance to be made available by each of them under Tranche A in an amount as nearly equal to that Tranche A Lender’s rateable share of the Swingline Advances outstanding under this §2.1(g) as is possible under the limitations set out in this Agreement; provided that the Administrative Agent shall not be required to request an Advance from the Tranche A Lenders at any time when the amount of the outstanding Swingline Advances is less than $1,000,000 or for amounts other than multiples of $100,000 in excess thereof. The proceeds of that Advance shall be deposited by the Administrative Agent to the Swingline Account to be applied against the outstanding Swingline Advances.

• (5) Each Tranche A Lender agrees to indemnify the Swingline Lender (to the extent not reimbursed by Canfor), rateably from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Swingline Lender in any way relating to or arising out of any Swingline Advance made under this §2.1(g), provided that no Tranche A Lender shall be liable for any portion of such losses or claims resulting from the Swingline Lender’s gross negligence or wilful misconduct.

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• (6) The Swingline Lender irrevocably agrees to grant and hereby grants to each of the Tranche A Lenders, and to induce the Swingline Lender to make Swingline Advances available hereunder, each of the Tranche A Lenders irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swingline Lender, on the terms and conditions hereinafter stated, for each such Tranche A Lender’s own account and risk, an undivided interest equal to such Tranche A Lender’s rateable share of the Swingline Lender’s obligations and rights under and in respect of each Swingline Advance. Each Tranche A Lender unconditionally and irrevocably agrees with the Swingline Lender that, if a Swingline Advance is not repaid in full by Canfor in accordance with the terms of this Agreement, such Tranche A Lender shall pay to the Swingline Lender, through the Administrative Agent, upon demand, an amount equal to such Tranche A Lender’s rateable share of the amount of such Swingline Advance or any portion thereof which is not so repaid by Canfor.

• (h) Deemed Accommodations . Each of Canfor and the Lenders acknowledges and agrees that all amounts due and owing under outstanding Bankers’ Acceptances and Letters of Credit issued under or pursuant to the Existing Credit Agreement or deemed to be Accommodations under the Existing Credit Agreement shall be deemed to be Accommodations under the Agreement and shall form part of the Obligations.

2.2 Amortization

• (a) General .:

• (1) Subject to §2.2(d) through (g), the Principal Outstanding of and all other Obligations relating to Tranche A (including Sub-Tranche A1 and SubTranche A2) will become due and payable in full on the Tranche A Maturity Date; and

• (2) Subject to §2.2(b), the Principal Outstanding of and all other Obligations relating to Tranche B will become due and payable in full on the Tranche B Maturity Date.

• (b) Amortization of Tranche B : Without limiting §2.2(a)(2), Canfor shall commence making repayments of the Principal Outstanding under Tranche B on the last day of the first full Financial Quarter immediately following the Financial Quarter in which the Project Draw Termination Date occurs, such payments to continue to be made on the last day of each Financial Quarter thereafter, each such quarterly payment to be in the amount which is equal to 1.875% of the Principal Outstanding under Tranche B on the Project Draw Termination Date.

• (c) Foreign Exchange Fluctuations . If at any time the Principal Outstanding under any Tranche shall exceed 105% of the aggregate Commitments of the Lenders under such Tranche or if at any time the Principal Outstanding under any Tranche shall have exceeded for a 30 day period 103% of the aggregate Commitments of the

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Lenders in respect of such Tranche, in either case solely by virtue of a change in the Equivalent Amount in Cdn. Dollars of Accommodations made in US Dollars, Canfor shall within 10 Business Days following demand therefor by the Administrative Agent pay to the Administrative Agent such amount as is required to reduce such Principal Outstanding to such aggregate Commitments.

• (d) Extension of Tranche A Maturity Date . At the request of Canfor, the Administrative Agent, with the consent of the Majority Lenders under Tranche A, shall extend the Tranche A Maturity Date for successive periods of one year. If Canfor is desirous of extending the Tranche A Maturity Date it shall so notify the Administrative Agent not more than 90 days and not less than 60 days prior to the then current Tranche A Maturity Date, and the Administrative Agent shall, within 30 days of receipt of such extension notice, advise Canfor of the determination by each of the Tranche A Lenders in response to any such request. If the Administrative Agent, with the consent of the Majority Lenders under Tranche A, determines that it will extend the Tranche A Maturity Date in accordance with Canfor’s request, the current Tranche A Maturity Date shall, subject to §(e), be extended to that date agreed to by the “Consenting Lenders” (as defined in §(e)).

• (e) Tranche A Availability on Certain Terms . If one or more Tranche A Lenders declines a request from Canfor for an extension of the Tranche A Maturity Date (“ Declining Lenders ”) but an extension has been approved by the Majority Lenders under Tranche A (“ Consenting Lenders ”), the Administrative Agent may, at the option of Canfor, and subject to the provisions of §(f):

• (1) permit a Consenting Lender to increase its Commitment under Tranche A proportionately with other Consenting Lenders wishing to increase their respective Commitments under Tranche A to take up all or part of the respective Commitments of the Declining Lenders, including, without limitation, Commitments in respect of issued and unexpired Fronted Letters of Credit;

• (2) designate a replacement lender or lenders to take all or part of the Commitments under Tranche A of the Declining Lenders, including, without limitation, Commitments in respect of issued and unexpired Fronted Letters of Credit; or

• (3) agree to a permanent or temporary reduction of the principal amount of Tranche A to that amount which is equal to the aggregate Commitments of the Consenting Lenders under Tranche A and to extend the Tranche A Maturity Date for one year, or to that date requested by Canfor and agreed to by the Consenting Lenders,

or Canfor may select a combination of options (1), (2) and (3).

• (f) Canfor to Repay Declining Lenders . If the Administrative Agent has advised Canfor that the Consenting Lenders have agreed to extend the Tranche A Maturity Date, on terms which reflect any of the three options set forth in §(e) and such terms

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are acceptable to Canfor, Canfor shall so advise the Administrative Agent 10 days prior to the then current Tranche A Maturity Date. The revised principal amount of Tranche A and extended Tranche A Maturity Date shall not become available to Canfor unless, on or prior to the then current Tranche A Maturity Date the Declining Lenders have been repaid in full or arrangements satisfactory to the Administrative Agent, the Consenting Lenders and the Declining Lenders have been made to repay the Declining Lenders in respect of Tranche A, including to deal with the obligations of the Declining Lenders in respect of issued and unexpired Fronted Letters of Credit.

• (g) Declining Lenders No Longer Lenders . On payment in full pursuant to §(f) a Declining Lender shall cease for all purposes to be a Tranche A Lender.

• (h) Fronted Letters of Credit . If there are unexpired Fronted Letters of Credit outstanding under Tranche A at the time that the Majority Lenders under Tranche A decline an extension of the Tranche A Maturity Date pursuant to §2.2(d), Canfor shall make arrangements satisfactory to the Tranche A Lenders to deal with the outstanding liabilities of the Fronting Lender and other Tranche A Lenders under or in respect of those Fronted Letters of Credit.

2.3 Voluntary Reductions

Canfor shall have the right at any time and from time to time, without penalty or bonus, upon delivery of a Repayment/ Cancellation Notice to the Administrative Agent with the Required Notice, to terminate the whole or reduce in part on a permanent basis the unused portion of the Commitments of the Lenders (pro rata among such Lenders on the basis of their respective Commitments under the applicable Tranche); provided that (i) each partial reduction shall be in an aggregate minimum amount of Cdn. $5,000,000 and multiples in excess thereof of Cdn. $1,000,000, and (ii) in respect of any reduction of Tranche B, the Administrative Agent and the Tranche B Lenders shall be satisfied that, the aggregate of (I) the undrawn portions (if any) of SubTranche A1, Sub-Tranche A2 and Tranche B, as reduced and terminated pursuant to this §2.3, and (II) the cash and Cash Equivalents available to Canfor, are sufficient to enable Canfor to achieve Project Completion on or before Project Completion Outside Date.

2.4 Payments

• (a) Payment Account . Canfor shall make each payment to be made by it under this Agreement, following delivery of a Repayment/Cancellation Notice and with the Required Notice, not later than 2:00 p.m. (Toronto time) in the currency of the Accommodation or other Obligation in respect of which such payment is made (be it Canadian Dollars or US Dollars) on the day (subject to §2.4(b)) when due, in same day funds, by deposit of such funds to the Payment Account.

• (b) Business Day . Subject to the next following sentence, whenever any payment under this Agreement is due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. If any such extension would cause any payment of interest or fees on an

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Accommodation to be made in the next following calendar month, such payment shall be made on the last preceding Business Day.

• (c) Application . Unless otherwise provided herein (and in particular subject to §11.5), all amounts received by the Administrative Agent on account of the Obligations in respect of a Tranche shall be applied by the Administrative Agent as follows:

• (1) first, to fulfil Canfor’s obligation to pay accrued and unpaid interest due and owing in respect of that Tranche (including interest on overdue interest and on other amounts);

• (2) second, to fulfil Canfor’s obligation to pay any fees which are due and owing to the Lenders hereunder in respect of that Tranche (including those fees set forth in §2.6), and any Increased Costs and other unpaid costs, expenses and other amounts payable to the Administrative Agent and the Lenders in respect of that Tranche under any of the Credit Facility Documents;

• (3) third, to fulfil Canfor’s obligation to pay any amounts due and owing on account of Principal Outstanding in respect of that Tranche (including in respect of the Face Amount of outstanding Bankers’ Acceptances and Letters of Credit); and

• (4) fourth, to Canfor or as any court of competent jurisdiction may otherwise direct.

• (d) Pro Rata Basis . All payments of principal, interest and fees herein set forth, unless otherwise expressly stipulated, shall be made for the account of, and distributed by the Administrative Agent to, the relevant Lenders pro rata on the basis of their respective Commitments with respect to the relevant Tranche;

provided that, in the event that certain Lenders have received payment of interest as accrued up to a certain date, and other Lenders have only received payment as accrued up to an earlier date, any amounts required to be applied to interest hereunder shall first be paid to such other Lenders, until all Lenders have received payment of interest as accrued up to the same date, and thenceforth to all Lenders as otherwise required by this Agreement.

• (e) Netting . If on any date amounts (other than interest and fees) would be payable under this Agreement in the same currency by Canfor to certain Lenders and by such Lenders to Canfor, then, on such date, upon notice from the Administrative Agent stating that netting is to apply to such payments, each such party’s obligations to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by Canfor to such Lenders exceeds the aggregate amount that would otherwise have been payable by such Lenders to Canfor or vice versa, such obligations shall be replaced by an obligation upon Canfor or such Lenders by

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whom the larger aggregate amount would have been payable to pay to the other the excess of the larger aggregate amount over the smaller aggregate amount.

• (f) Payments Free of Set -off. Except as set forth in §2.4(e), each payment made by Canfor on account of the Obligations shall be made without set-off or counterclaim.

2.5 Computations

• (a) Basis . All computations of:

• (1) interest based on the Prime Rate and the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 days or, in the case of a leap year, 366 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable; and

• (2) interest based on Adjusted Term SOFR shall be made by the Administrative Agent on the basis of a year of 360 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Computations of fees under §2.6(a), §4.6, §5.2(f) and §5.10 shall be made by the Administrative Agent on the basis of a year of 365 days or, in the case of a leap year, 366 days and the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an amount of interest, Discount Proceeds or fees payable by Canfor hereunder shall be conclusive and binding for all purposes, absent demonstrated error.

• (b) Interest Act (Canada). For the purposes of the Interest Act (Canada), any rate of interest made payable under the terms of this Agreement at a rate or percentage (the “ Contract Rate ”) for any period that is less than a consecutive 12 month period, such as a 360 or 365 day basis, (the “ Contract Rate Basis ”), is equivalent to the yearly rate or percentage of interest determined by multiplying the Contract Rate by a fraction, the numerator of which is the number of days in the consecutive 12 month period commencing on the date such equivalent rate or percentage is being determined and the denominator of which is the number of days in the Contract Rate Basis.

• (c) Conforming Changes . In connection with the use or administration of SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Facility Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of SOFR or Term SOFR, as applicable.

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2.6 Fees

Canfor shall pay to the Administrative Agent the following fees, calculated as follows:

• (a) a standby fee (for the account of the applicable Lenders pro rata on the basis of their respective Commitments under each Tranche) payable by Canfor in Cdn. Dollars monthly in arrears on the third Business Day of the month following the Closing Date and of each month thereafter, and on the final day of availability of Tranche A and Tranche B (as applicable), calculated on a daily basis on the difference between:

• (1) in respect of Tranche A, the aggregate Principal Outstanding (calculating any Equivalent Amount for each day of that month) under that Tranche, and the aggregate Commitments in respect of that Tranche; and

• (2) in respect of Tranche B, the aggregate Principal Outstanding (calculating any Equivalent Amount for each day of that month) under that Tranche and the aggregate Commitments in respect of that Tranche,

in each case, at the rate set forth in the definition of “Applicable Margin”.

For greater certainty, the standby fee shall be due and payable in each month after the Closing Date, even if any or all of the conditions set out in §6.3, §6.4 or §6.5 have not been satisfied or waived in accordance with the term thereof and the Borrower is not entitled to any Accommodations under Sub-Tranche A1, SubTranche A2 or Tranche B;

• (b) non-refundable upfront fees payable on or before the Closing Date, as more particularly described and calculated in the Agency Fee Agreement; and

• (c) an annual agency fee in the amount and payable as set out in the Agency Fee Agreement.

Canfor shall pay to the Swingline Lender directly the following fees, calculated as follows:

• (d) a standby fee payable by Canfor in Cdn. Dollars monthly in arrears on the third Business Day of the month following the Closing Date and of each month thereafter, and on the final day of availability of the Swingline Tranche, calculated on a daily basis on the difference between the aggregate Principal Outstanding (calculating any Equivalent Amount for each day of that month) under that Tranche and the Swingline Amount.

2.7 Interest on Overdue Amounts

Except as otherwise provided in this Agreement, each amount owed by Canfor to a Lender which is not paid when due (whether at stated maturity, on demand, by acceleration or otherwise) shall bear interest (both before and after maturity, default and judgment), from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to the Base Rate (in the case of amounts denominated in US Dollars) or the Prime Rate

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(in the case of amounts denominated in Cdn. Dollars), in each case plus the Applicable Margin plus a further two (2%) percent per annum.

2.8 Account Debit Authorization

Effective from the date any Payment Account is opened and for so long as any such Payment Account is maintained with BMO, Canfor authorizes and directs the Administrative Agent, in its discretion, to automatically debit, by mechanical, electronic or manual means, such Payment Account (for so long as BMO is Administrative Agent hereunder) for all amounts due and payable under this Agreement on account of principal, interest and fees comprised in the Obligations.

2.9 Administrative Agent’s Discretion on Allocation

In the event that it is not practicable to:

• (a) allocate an Accommodation pro rata in accordance with §3.2 or §4.1(b) by reason of the occurrence of circumstances described in Article 10; or

• (b) allocate a Drawing among the Lenders in accordance with §4.1(b) by reason of the need to ensure that the aggregate amount of Bankers’ Acceptances required to be accepted hereunder complies with the minimum amounts or increments set forth in §2.1(e),

the Administrative Agent is authorized by Canfor and each Lender to make such allocation as the Administrative Agent determines in its sole and unfettered discretion may be equitable in the circumstances. All fees in respect of any such Drawing, and fees payable under §2.6(a), shall be adjusted, as among the Lenders, by the Administrative Agent accordingly.

2.10 Where Canfor Fails to Pay

Unless the Administrative Agent has been notified in writing by Canfor at least one Business Day prior to the date on which any payment to be made by Canfor under this Agreement is due that Canfor does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that Canfor has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each relevant Lender on such payment date an amount equal to the portion of such payment which is due to such Lender pursuant to this Agreement. If Canfor does not in fact remit such payment to the Administrative Agent, the Administrative Agent (without prejudice to any rights or remedies of the Lenders against Canfor) shall promptly notify each relevant Lender and each such Lender shall forthwith on demand repay to the Administrative Agent an amount equal to the portion of such assumed payment made available to such Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Administrative Agent (such rate to be conclusive and binding on such Lender) in accordance with the Administrative Agent’s usual banking practice for similar advances to financial institutions of like standing as such Lender but in no event greater than the Prime Rate.

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2.11 Rollover and Conversion

• (a) General . Subject to the terms and conditions of this Agreement, Canfor may from time to time request that any Drawing or type of Borrowing or any portion thereof be rolled over or converted in accordance with the provisions hereof; provided that Conversions shall only be permitted into a type of Accommodation in the same currency.

• (b) Request . Each request by Canfor for a Rollover or Conversion shall be made by the delivery of a duly completed and executed Accommodation Request to the Administrative Agent with the Required Notice and the provisions of Articles 3 or 4 shall apply to each request for a Rollover or Conversion as if such request were a request thereunder for an Advance or a Drawing (as the case may be).

• (c) Effective Date . Each Rollover or Conversion of a SOFR Advance or Bankers’ Acceptance shall be made effective as of, in the case of a SOFR Advance, the last day of the subsisting Interest Period and, in the case of a Bankers’ Acceptance, the maturity date applicable thereto.

• (d) Failure to Elect . If Canfor does not deliver an Accommodation Request at or before the time required by §2.11(b) and:

• (1) in the case of a Bankers’ Acceptance fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the Face Amount thereof on the maturity date or if Canfor gives such notice but fails to act in accordance with it, Canfor shall be deemed to have requested a Conversion of the Face Amount thereof to a Prime Rate Advance and all of the provisions hereof relating to a Prime Rate Advance shall apply thereto; or

• (2) in the case of a SOFR Advance, fails to give the Required Notice that it will pay to the Administrative Agent for the account of the applicable Lender the principal amount thereof at the end of the relevant Interest Period or if Canfor gives such notice but fails to act in such accordance with it, Canfor shall be deemed to have requested a Rollover of such Advance to a SOFR Advance having an Interest Period of one month, and all of the provisions hereof applicable to SOFR Advances shall apply thereto.

• (e) Continuing Obligation . A Rollover or Conversion shall not constitute a repayment of the relevant Accommodation or a re-borrowing by Canfor but shall result in a change in the basis of calculation of interest, discounts or fees (as the case may be) for such Accommodation.

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3. ADVANCES

3.1 Advances

• (a) Commitment . Each Lender agrees (on a several basis with the other Lenders under each relevant Tranche, up to the amount of such Lender’s Commitment thereunder), on the terms and conditions herein set forth, from time to time on any Business Day, to make Advances under each relevant Tranche prior to the cancellation or termination thereof.

• (b) Amounts . The aggregate principal amount of each Borrowing shall comply with §2.1(e).

3.2 Making the Advances (except Swingline Advances)

• (a) Notice . Each Borrowing shall be made with the Required Notice given not later than 1:00 p.m. (Toronto time) by Canfor to the Administrative Agent, and the Administrative Agent shall give to each Lender prompt notice thereof and of such Lender’s rateable portion of each type of Borrowing to be made under the Borrowing. Each such notice of a Borrowing shall be given by way of an Accommodation Request or by telephone (confirmed promptly in writing), with the same information as would be contained in an Accommodation Request, including the requested date of such Borrowing and the aggregate amount of each type of Borrowing comprising such Borrowing.

• (b) Lender Funding . Each Lender shall, before noon (Toronto time) on the date of the requested Borrowing, deposit to the relevant Payment Account in same day funds such Lender’s rateable portion (subject to §2.9) of each type of Borrowing comprising such Borrowing (in Canadian Dollars, in the case of Prime Rate Advances, and in US Dollars, in the case of SOFR Advances and Base Rate Advances). Promptly upon receipt by the Administrative Agent of such funds and upon fulfilment of the applicable conditions set forth in Article 6, the Administrative Agent will make such funds available to Canfor by debiting such account (or causing such account to be debited), and by crediting such account of Canfor as shall be agreed with the Administrative Agent (or causing such account to be credited) with such Advances.

• (c) Failure by Lender to Fund . Unless the Administrative Agent shall have received notice from a Lender at least one Business Day prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s rateable portion of a type of Borrowing comprising such Borrowing, the Administrative Agent may assume that such Lender has made each such portion available to the Administrative Agent on the date of such Borrowing in accordance with §3.2(b) and the Administrative Agent may, in reliance upon such assumption, make available to Canfor on such date corresponding amounts. If and to the extent that such Lender shall not have made its rateable portions available to the Administrative Agent, such Lender shall pay such corresponding amounts to the Administrative Agent forthwith on demand. If such Lender shall pay such

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corresponding amounts to the Administrative Agent, the amounts so paid shall constitute such Lender’s rateable portions of such Borrowing for the purposes of this Agreement. The Administrative Agent shall also be entitled to recover from such Lender interest on such corresponding amounts, for each day from the date such amounts were made available by the Administrative Agent to Canfor until the date such amounts are repaid to the Administrative Agent, at the rate payable by Canfor with respect to the affected type of Borrowing, together with the Administrative Agent’s reasonable administrative fee. If such Lender shall not pay such corresponding amounts to the Administrative Agent forthwith on demand, Canfor shall pay such corresponding amounts (together with accrued and unpaid interest at the applicable rate herein set forth for the affected type of Borrowing) to the Administrative Agent within three Business Days of demand being made upon it.

• (d) Notice of Failure . The Administrative Agent shall notify Canfor of the failure of any Lender to make an Advance if:

• (1) such failure has not been remedied within seven days; or

• (2) the Administrative Agent reasonably believes that such failure was caused by any reason other than a technical failure or as a result of a defect in the arrangements hereunder for funding Advances.

The Administrative Agent shall not be liable to Canfor or any Lender in respect of notice given or not given pursuant to this §3.2(d). In the event of the continuing failure by any Lender (in this §3.2(d), the “ defaulting Lender ”) to make an Advance, Canfor shall, in consultation with the Administrative Agent, use its reasonable best efforts to arrange for one or more other Persons (in this §3.2(d), the “ assuming Lender ”) reasonably satisfactory to Canfor and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other rights and interests of the defaulting Lender hereunder. The assuming Lender and defaulting Lender shall execute all such documents as may be reasonably required by the Administrative Agent and Canfor to effect such assumption and acquisition.

3.3 Interest on Advances

Canfor shall pay interest on the unpaid principal amount of each Advance under the Credit Facility, at the following rates per annum:

• (a) Prime Rate Advances . If and so long as such Advance is a Prime Rate Advance, at a rate per annum equal at all times to the sum of the Prime Rate in effect from time to time plus the Applicable Margin, calculated on the daily principal amount outstanding under such Prime Rate Advance and payable in Cdn. Dollars in arrears:

• (1) monthly on the first Business Day of each month; and

• (2) when such Prime Rate Advance becomes due and payable in full.

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• (b) Base Rate Advances . If and so long as such Advance is a Base Rate Advance, at a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin, calculated on the daily principal amount outstanding under such Base Rate Advance and payable in US Dollars in arrears:

• (1) monthly on the first Business Day of each month; and

• (2) when such Base Rate Advance becomes due and payable in full.

• (c) SOFR Advances . If and so long as such Advance is a SOFR Advance, at a rate per annum equal at all times during each Interest Period for such SOFR Advance to the sum of Adjusted Term SOFR for such Interest Period plus the Applicable Margin, calculated on the daily principal amount outstanding under such SOFR Advance and payable in US Dollars:

• (1) at the end of each Interest Period (except where such Interest Period exceeds three months in duration, in which case such interest shall be payable on the dates falling every three months following the commencement of the Interest Period and, finally, at the end of such Interest Period); and

• (2) when such SOFR Advance becomes due and payable in full or is converted to a Base Rate Advance.

3.4 Benchmark Replacement Setting for SOFR

• (a) Benchmark Replacement . Notwithstanding anything to the contrary herein or in any other Credit Facility Document (and any Hedge Instrument shall be deemed not to be a “Credit Facility Document” for purposes of §3.4), upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5[th] ) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this §3.4 will occur prior to the applicable Benchmark Transition Start Date.

• (b) Benchmark Replacement Conforming Changes . In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Facility Document.

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• (c) Notices; Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to §3.4, and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this §3.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Facility Document, except, in each case, as expressly required pursuant to this §3.4.

• (d) Unavailability of Tenor of Benchmark . Notwithstanding anything to the contrary herein or in any other Credit Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the thencurrent Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to §(i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

• (e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Advance of, conversion to or continuation of SOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

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• (f) Certain Defined Terms. The following terms are used in this §3.4 with the respective defined meanings set forth below:

• (1) “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to §3.4(d);

• (2) “ Benchmark ” means, initially, Adjusted Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to §3.4(a);

• (3) “ Benchmark Replacement ” means with respect to any Benchmark Transition Event, for any Available Tenor: the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or thenprevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment; provided, that if the Benchmark Replacement as so determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Facility Documents;

• (4) “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time;

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• (5) “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to the then-current Benchmark:

• (A) in the case of §(A) or (B) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

• (B) in the case of §(C) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such §(C) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of §(A) or (B) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof);

• (6) “ Benchmark Transition Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

• (A) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

• (B) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such

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component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

• (C) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof);

• (7) “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication);

• (8) “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with this §3.4 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Credit Facility Document in accordance with this §3.4;

• (9) “ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Term SOFR. For the avoidance of doubt, the initial Floor for Term SOFR shall be zero percent (0.00%);

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• (10) “ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto; and

• (11) “ Unadjusted Benchmark Replacement ” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

3.5 Benchmark Replacement Setting for CDOR

Notwithstanding anything to the contrary herein or in any other Credit Facility Document (and any Hedge Instrument shall be deemed not to be a “Credit Facility Document” for purposes of §3.5);

• (a) Replacing CDOR . On May 16, 2022 Refinitiv Benchmark Services (UK) Limited (“RBSL”), the administrator of CDOR, announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On the date that all Available Tenors of CDOR have either permanently or indefinitely ceased to be provided by RBSL (the “ CDOR Cessation Date ”), if the then-current Benchmark is CDOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Credit Facility Document. If the Benchmark Replacement is Daily Compounded CORRA, all interest payments will be payable on a monthly basis on the first Business Day of each month.

• (b) Replacing Future Benchmarks . Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Credit Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders 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 Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the administrator or the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from

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the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Rate Advance. During the period referenced in the foregoing sentence, the component of the Prime Rate based upon the Benchmark will not be used in any determination of the Prime Rate.

• (c) Benchmark Replacement Conforming Changes . In connection with the implementation and administration of a Benchmark Replacement, the Administrative 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.

• (d) Notices; Standards for Decisions and Determinations . The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) any occurrence of a Term CORRA Transition Event, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) by delivering a BA Cessation Notice pursuant to §(g) of this §3.5, its intention to terminate the obligation of the Lenders to make or maintain Bankers’ Acceptances. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section.

• (e) Unavailability of Tenor of Benchmark . At any time (including in connection with the implementation of a Benchmark Replacement), if the then-current Benchmark is a term rate (including Term CORRA or CDOR), then (i) the Administrative Agent may remove any tenor of such Benchmark that is unavailable or nonrepresentative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

• (f) Secondary Term CORRA Conversion . Notwithstanding anything to the contrary herein or in any Credit Facility Document and subject to the proviso below in this §(f), if a Term CORRA Transition Event and its related Term CORRA Transition Date have occurred, then on and after such Term CORRA Transition Date (i) the Benchmark Replacement described in §(a)(i) of such definition will replace the then-current Benchmark for all purposes hereunder or under any Credit Facility Document in respect of any setting of such Benchmark on such day and all subsequent 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) each Advance outstanding on the Term CORRA Transition Date bearing interest based

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on the then-current Benchmark shall convert, at the start of the next interest payment period, into an Advance bearing interest at the Benchmark Replacement described in §(a)(i) of such definition for the respective Available Tenor as selected by the Borrower as is available for the then-current Benchmark; provided that, this §(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term CORRA Notice, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term CORRA Notice, written notice of objection to such conversion to Term CORRA from Lenders comprising the Majority Lenders or the Borrower.

• (g) Bankers’ Acceptances . The Administrative Agent shall have the option to, effective as of the date set out in the BA Cessation Notice, which shall be a date on or after the CDOR Cessation Date (the “ BA Cessation Effective Date ”), terminate the obligation of the Lenders to make or maintain Bankers’ Acceptances, provided that the Administrative Agent shall give notice to the Borrower and the Lenders at least thirty (30) Business Days prior to the BA Cessation Effective Date (“ BA Cessation Notice ”). If the BA Cessation Notice is provided, then as of the BA Cessation Effective Date, so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the BA Cessation Notice, written notice of objection to the termination of the obligation to make or maintain Bankers’ Acceptances from Lenders comprising the Majority Lenders, (i) any Accommodation Request that requests the conversion of any Advance to, or rollover of any Advances as, a Bankers’ Acceptance shall be ineffective, and (ii) if any Accommodation Request requests a Bankers’ Acceptance such Advance shall be made as a CORRA Advance for the same Available Tenor. For the avoidance of doubt, any outstanding Bankers’ Acceptance shall remain in effect following the CDOR Cessation Date until such Bankers’ Acceptance’s stated maturity.

• (h) Certain Defined Terms. The following terms are used in this §3.5 with the respective defined meanings set forth below:

• (1) “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date;

• (2) “ Benchmark ” means, initially, CDOR; provided that if a replacement of the Benchmark has occurred pursuant to this §3.5, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof;

• (3) “ Benchmark Replacement ”, means, for any Available Tenor:

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• (A) For purposes of §(a) of this §3.5, the first alternative set forth below that can be determined by the Administrative Agent:

• (I) the sum of: (i) Term CORRA and (ii) 0.29547% (29.547 basis points) for an Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for an Available Tenor of three-months’ duration; or

• (II) the sum of: (i) Daily Compounded CORRA and (ii) 0.29547% (29.547 basis points) for an Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for an Available Tenor of three-months’ duration; and

• (B) For purposes of §(b) of this §3.5, the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for Canadian dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to §(A) or (B) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Facility Documents;

• (4) “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Prime Rate,” the definition of “Business Day,” the definition of “Interest Period,” the definition of “Bankers’ Acceptance,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters, including with respect to the obligation of the Administrative Agent and the Lenders to create, maintain or issue Bankers’ Acceptances) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the

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other Credit Facility Documents). Without limiting the foregoing, Benchmark Replacement Conforming Changes made in connection with the replacement of CDOR with a Benchmark Replacement may include the implementation of mechanics for borrowing loans that bear interest by reference to the Benchmark Replacement, to replace the creation or purchase of drafts or Bankers’ Acceptances;

• (5) “ Benchmark Transition Event ” means, with respect to any then-current Benchmark other than CDOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the thencurrent Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored;

• (6) “ CORRA ” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator);

• (7) “ Daily Compounded CORRA ” means, for any day, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by the Administrative Agent in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded CORRA for business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Benchmark Transition Event with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA;

• (8) “ Floor ” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to CDOR;

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• (9) “ Interest Period ” means such period of time mutually agreed between the Administrative Agent and the Borrower;

• (10) “ Relevant Governmental Body ” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto;

• (11) “ Term CORRA ” means, for the applicable corresponding tenor, the forward-looking term rate based on CORRA that has been selected or recommended by the Relevant Governmental Body, and that is published by an authorized benchmark administrator and is displayed on a screen or other information service, as identified or selected by the Administrative Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Administrative Agent in its reasonable discretion in a manner substantially consistent with market practice;

• (12) “ Term CORRA Notice ” means the notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term CORRA Transition Event;

• (13) “ Term CORRA Transition Date ” means, in the case of a Term CORRA Transition Event, the date that is set forth in the Term CORRA Notice provided to the Lenders and the Borrower, for the replacement of the thencurrent Benchmark with the Benchmark Replacement described in §(A)(I) of such definition, which date shall be at least thirty (30) Business Days from the date of the Term CORRA Notice; and

• (14) “ Term CORRA Transition Event ” means the determination by the Administrative Agent that (a) Term CORRA has been recommended for use by the Relevant Governmental Body, and is determinable for any Available Tenor, (b) the administration of Term CORRA is administratively feasible for the Administrative Agent and (c) a Benchmark Replacement, other than Term CORRA, has replaced CDOR in accordance with §(a) of this §3.5.

4. BANKERS’ ACCEPTANCES

4.1 Acceptances

• (a) Commitment . Subject to §4.11, each Lender agrees (on a several basis with the other Lenders under each relevant Tranche, up to the amount of such Lender’s Commitment thereunder), on the terms and conditions herein set forth, from time to time on any Business Day, to accept and purchase Bankers’ Acceptances under each relevant Tranche prior to the cancellation or termination thereof.

• (b) Amounts . Each Drawing shall be in an aggregate Face Amount not less than the minimum amount (or requisite multiple in excess thereof) set forth in §2.1(e) and shall consist of the creation by Canfor of Bankers’ Acceptances on the same day,

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effected or arranged by the Lenders in accordance with §4.4, rateably according to their respective Commitments (subject to §2.9).

4.2

Drawdown Request

• (a) Notice . Each Drawing shall be made with the Required Notice given not later than 1:00 p.m. (Toronto time) by Canfor to the Administrative Agent and the Administrative Agent shall give to each Lender prompt notice thereof and of such Lender’s rateable portion thereof. Each such notice of a Drawing shall be given by way of an Accommodation Request or by other notice in writing with the same information as would be contained in an Accommodation Request, including the requested Drawing Date and the Face Amount of the Drawing.

• (b) Maturity . Canfor shall not request in an Accommodation Request a term for Bankers’ Acceptances which would end on a date subsequent to the relevant Maturity Date or that would conflict with any repayment stipulated in this Agreement.

4.3 Form of Bankers’ Acceptances

• (a) Form . Each Bankers’ Acceptance shall:

• (1) be in a Face Amount allowing for conformance with §2.1(e);

• (2) be dated the Drawing Date;

• (3) mature and be payable by Canfor (in common with all other Bankers’ Acceptances created in connection with such Drawing) on a Business Day which occurs no more than three months after the date thereof, subject to availability; and

• (4) be in a form satisfactory to the relevant Lender.

• (b) Grace . Canfor hereby waives presentment for payment and any other defence to payment of any amounts due in respect of any Bankers’ Acceptance, and hereby renounces, and shall not claim, any days of grace for the payment of any Bankers’ Acceptance.

4.4 Completion of Bankers’ Acceptance

Upon receipt of the notice from the Administrative Agent pursuant to §4.2(a), each Lender is thereupon authorized to execute Bankers’ Acceptances as the duly authorized attorney of Canfor pursuant to §4.8, in accordance with the particulars provided by the Administrative Agent.

4.5 BA Proceeds

Each Lender shall, for same day value on the Drawing Date specified by Canfor in the applicable Accommodation Request, credit the relevant Payment Account with the applicable Discount Proceeds of the Bankers’ Acceptances purchased by that Lender to the Administrative Agent for

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the account of Canfor, less the stamping fee set forth in §4.6. Promptly upon receipt by the Administrative Agent of such funds and upon fulfilment of the applicable conditions set forth in Article 6, the Administrative Agent will make such funds available to Canfor by debiting such account (or causing such account to be debited), and by crediting such account as shall be agreed with Canfor (or causing such account to be credited) with such Discount Proceeds less such stamping fee. Each Lender may at any time and from time to time purchase, hold, sell, rediscount or otherwise dispose of any Bankers’ Acceptance and no such dealing shall prejudice or impair Canfor’s obligations under §4.7.

4.6 Stamping Fee

Canfor shall pay to the Administrative Agent in respect of each Drawing (for the account of the Lenders, pro rata on the basis of their respective Commitments, subject to §2.9) a stamping fee in Cdn. Dollars. Such stamping fee shall be payable by Canfor in full on the Drawing Date, and shall be calculated on the Face Amount of such Bankers’ Acceptances on the basis of the number of days in the term of such Bankers’ Acceptances (including the Drawing Date but excluding the maturity date) at a rate per annum equal to the applicable percentage set forth in the definition of “Applicable Margin”.

4.7 Payment at Maturity

Canfor shall pay to the Administrative Agent, and there shall become due and payable, on the maturity date for each Bankers’ Acceptance an amount in same day funds equal to the Face Amount of the Bankers’ Acceptance. Canfor shall make each payment hereunder in respect of Bankers’ Acceptances by deposit of the required funds to the relevant Payment Account. Upon receipt of such payment, the Administrative Agent will promptly thereafter cause such payment to be distributed to the Lenders rateably (based on the proportion that the Face Amount of Bankers’ Acceptances accepted by a Lender maturing on the relevant date bears to the Face Amount of Bankers’ Acceptances accepted by all the Lenders maturing on such date). Such payment to the Administrative Agent shall satisfy Canfor’s obligations under a Bankers’ Acceptance to which it relates and the accepting institution shall thereafter be solely responsible for the payment of such Bankers’ Acceptance.

4.8 Power of Attorney Respecting Bankers’ Acceptances

In order to facilitate issues of Bankers’ Acceptances pursuant to this Agreement, Canfor authorizes each Lender, and for this purpose appoints each Lender its lawful attorney, to complete, sign and endorse drafts issued in accordance with §4.4 on its behalf in handwritten or by facsimile or mechanical signature or otherwise and, once so completed, signed and endorsed, and following acceptance of them as Bankers’ Acceptance under this Agreement, then purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this Article 4. Drafts so completed, signed, endorsed and negotiated on behalf of Canfor by any Lender shall bind Canfor as fully and effectively as if so performed by an authorized officer of Canfor.

4.9 Prepayments

Except as required by §4.10, no payment of the Face Amount of a Bankers’ Acceptance shall be made by Canfor to a Lender prior to the maturity date thereof. Any such required payment made

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before the applicable maturity date shall be held by the Administrative Agent in a cash collateral account and invested in Cash Equivalents as security to provide for or to secure payment of the Face Amount of such outstanding Bankers’ Acceptance upon maturity. Any such required payment made before the applicable maturity date by Canfor to the Administrative Agent, to the extent of the amount thereof, shall satisfy Canfor’s obligations under the Bankers’ Acceptance to which it relates as to a like amount. The accepting institution shall thereafter be solely responsible for the payment of the Bankers’ Acceptance and shall indemnify and hold Canfor harmless against any liabilities, costs or expenses incurred by Canfor as a result of any failure by such Lender to pay the Bankers’ Acceptance as to such like amount in accordance with its terms.

4.10 Default

Upon the occurrence of an Event of Default and the Administrative Agent declaring the Obligations to be due and payable pursuant to §11.2, and notwithstanding the date of maturity of any outstanding Bankers’ Acceptances, an amount equal to the Face Amount of all outstanding Bankers’ Acceptances which the Lenders are required to honour shall thereupon forthwith become due and payable by Canfor to the Administrative Agent.

4.11 Non-Acceptance Lenders

The parties acknowledge that a Lender (a “ Non-Acceptance Lender ”) may not be permitted by applicable Law to, or may not by virtue of customary market practices, stamp or accept commercial drafts. A Non-Acceptance Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances, make a BA Equivalent Loan. The amount of each BA Equivalent Loan shall be equal to the Discount Proceeds which would be realized from a hypothetical sale of those Bankers’ Acceptances which that Non-Acceptance Lender would otherwise be required to accept and purchase as part of such Drawing. To determine the amount of those Discount Proceeds, the hypothetical sale shall be deemed to take place at the Discount Rate for that BA Equivalent Loan. Any BA Equivalent Loan shall be made on the relevant Drawing Date, and shall remain outstanding for the term of the relevant Bankers’ Acceptances. Concurrently with the making of a BA Equivalent Loan, a Non-Acceptance Lender shall be entitled to deduct therefrom an amount equal to the stamping fee which that Lender would otherwise be entitled to receive pursuant to §4.6 as part of that BA Equivalent Loan if that BA Equivalent Loan was a Bankers’ Acceptance, based on the amount of principal and interest payable on the maturity date of that BA Equivalent Loan. On the maturity date for the Bankers’ Acceptances required by Canfor, Canfor shall pay to each Non-Acceptance Lender the amount of such Lender’s BA Equivalent Loan plus interest on the principal amount of that BA Equivalent Loan calculated at the applicable Discount Rate from the date of acceptance to but excluding the maturity date of that BA Equivalent Loan.

5. LETTERS OF CREDIT

5.1 Letters of Credit Commitment

• (a) Issuance of Fronted Letters of Credit . The Fronting Lender, on the terms and conditions set out in this Agreement, from time to time on any Business Day, will issue Fronted Letters of Credit under Tranche A for the account of Canfor, provided that the aggregate Face Amount of all such Fronted Letters of Credit under Tranche

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A outstanding at any one time shall not exceed $25,000,000 or such other limit as may be established pursuant to this Agreement.

• (b) Principal Outstanding . All Fronted Letters of Credit shall be issued by the Fronting Lender and, without limiting the generality of §13.2, the Principal Outstanding among the Tranche A Lenders shall be adjusted in the circumstances and in the manner contemplated by §13.2 in order to reflect the Issuance by the Fronting Lender.

5.2 Fronting Lender Structure

Fronted Letters of Credit will be issued on the following terms:

• (a) Each of CIBC and BMO (each, as applicable, a “ Fronting Lender ”), which has agreed with Canfor to act as the fronting lender in respect of the issuance of Fronted Letters of Credit and has been designated as such to the Administrative Agent, may issue in its name a Fronted Letter of Credit for the account of Canfor in the Fronting Lender’s customary form and with such terms as are contemplated by the application for the issuance thereof;

• (b) while such Fronted Letter of Credit shall on its face be an obligation of the Fronting Lender only, such Fronted Letter of Credit shall be issued on behalf of all of the Tranche A Lenders and each Tranche A Lender shall be obligated to reimburse the Fronting Lender in respect of such Fronted Letter of Credit in proportion to its share of the total Commitments under Tranche A on the Issue Date of such Fronted Letter of Credit;

• (c) the Fronting Lender shall act under each such Fronted Letter of Credit as the agent of each Tranche A Lender to (i) receive drafts, other demands for payment and other documents presented by the Beneficiary under such Fronted Letter of Credit, and (ii) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Fronted Letter of Credit;

• (d) upon a demand for payment under any such Fronted Letter of Credit which the Fronting Lender has determined has been properly made, the Fronting Lender shall make a disbursement in respect of the amount demanded and make such amount available to the Beneficiary. Promptly following any such disbursement, the Fronting Lender shall notify the Administrative Agent and Canfor of such disbursement and the Fronting Lender shall be entitled to immediate reimbursement thereof by Canfor in accordance with §5.7;

• (e) the Fronting Lender shall provide such information in respect of any such Fronted Letters of Credit, including, without limitation advising the Administrative Agent on a quarterly basis as to the specifics of Fronted Letters of Credit issued by the Fronting Lender, as is required to allow the Administrative Agent to comply with §5.5;

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• (f) the Fronting Lender, in consideration of it acting as the fronting lender on each Fronted Letter of Credit, shall be entitled to, and Canfor shall pay, a fronting fee (for the Fronting Lender’s own account) of 10 basis points per annum of the Face Amount of such Fronted Letter of Credit at the time of Issuance or renewal or extension thereof, payable by Canfor on the Issue Date or date of renewal or extension thereof;

• (g) each Tranche A Lender agrees to indemnify the Fronting Lender (to the extent not reimbursed by Canfor), rateably from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Fronting Lender in any way relating to or arising out of any issuance of a Fronted Letter of Credit; provided, that no Tranche A Lender shall be liable for any portion of such losses and claims resulting from the Fronting Lender’s gross negligence or wilful misconduct.

5.3 Conditions of Issuance

• (a) Fronted Letters of Credit . The Fronting Lender and the Tranche A Lenders shall not be required to issue any Fronted Letter of Credit if on the Issue Date for such Letter of Credit the Fronting Lender determines that any of the following conditions has not been satisfied:

• (1) the Fronting Lender shall have received an Accommodation Request that a Fronted Letter of Credit be issued and an application, satisfactory to the Fronting Lender, specifying (1) the proposed Issue Date, (2) the expiry date (which shall not be later than the date which is 365 days after the Issue Date, (3) the name and address of the intended Beneficiary, (4) the Face Amount of such Fronted Letter of Credit and its maturity date and the terms and conditions of the requested Fronted Letter of Credit and other relevant details; and

• (2) the Fronting Lender shall have received such other documents as it or any Tranche A Lender, through the Fronting Lender, shall have reasonably requested as a condition to the issuance of such Fronted Letter of Credit and which is required in the ordinary course in connection with such Lender’s issuance of standby or commercial letters of credit or letters of guarantee.

5.4 Notice to Tranche A Lenders

Promptly upon its receipt of an application for a Fronted Letter of Credit, the Fronting Lender shall notify the Administrative Agent and each Tranche A Lender thereof, which notice shall also specify each Tranche A Lender’s share of the amount of such Fronted Letter of Credit. Upon its issuance of such Fronted Letter of Credit (or determination not to issue such Fronted Letter of Credit by reason of the failure to satisfy the conditions specified in §5.3(a)), the Fronting Lender shall give prompt notice thereof to Canfor, the Administrative Agent and each Tranche A Lender.

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5.5 Administrative Agent’s Records

The Administrative Agent shall maintain records showing the undrawn and unexpired amount of each Fronted Letter of Credit outstanding hereunder and each Tranche A Lender’s share of such amount and showing for each Fronted Letter of Credit issued hereunder (i) the Issue Date and expiration date thereof, (ii) the amount thereof, (iii) the date and amount of all payments made thereunder and (iv) each Tranche A Lender’s share of the amount of each Fronted Letter of Credit issued hereunder. The Administrative Agent shall make copies of such records available to Canfor or any Tranche A Lender upon its request.

5.6 Extension of Fronted Letters of Credit

Not later than the date which is 45 days prior to the expiry date then in effect of any Fronted Letter of Credit (other than a Fronted Letter of Credit which by its terms provides for automatic renewal), Canfor may make a request to the Administrative Agent for an extension of up to 365 days of the expiry date of such Fronted Letter of Credit, which request shall be given effect to if Canfor is not then, and would not as a result of giving effect to such request be, in Default. The expiry date of a Fronted Letter of Credit shall not be extended unless the Administrative Agent shall have received such notice on or before such 45th day.

5.7 Reimbursement Obligations

Canfor agrees to reimburse the Fronting Lender immediately for each disbursement made by the Fronting Lender under any Fronted Letter of Credit. Canfor shall make such reimbursement by paying to the Fronting Lender, for the account of the Fronting Lender, the full amount of each disbursement of the Fronting Lender by way of an Accommodation by way of a Prime Rate Advance (if the drawing under the Fronted Letter of Credit was in Canadian Dollars) or by way of a Base Rate Advance (if the drawing under the Letter of Credit was in US Dollars) under Tranche A.

5.8 Reimbursement Obligations Absolute

• (a) Canfor acknowledges and agrees that the reimbursement obligations set out in §5.7 shall not be affected by, among other things, (i) any lack of validity or enforceability of any Letter of Credit, (ii) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, (iii) any dispute between Canfor and any Beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, (iv) any claims whatsoever of Canfor against any Beneficiary of such Letter of Credit or any such transferee, (v) payment under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, (provided that such payment does not breach the standards of reasonable care specified in the Uniform Customs or disentitle any Lender to reimbursement under ISP98, in each case as stated on its face to be applicable to such Letter of Credit) (vi) any Lien granted to, or in favour of, the Administrative Agent or any of the Tranche A Lenders as security for any of such reimbursement obligations failing to be perfected or (viii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,

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but for the provisions of this §5.8 constitute a legal or equitable discharge of the obligations of Canfor in respect of any Letter of Credit.

• (b) Neither the Fronting Lender nor any Tranche A Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit except, as to any such Person, for errors or omissions caused by such Person’s gross negligence or wilful misconduct.

• (c) Canfor agrees that any action taken or omitted by the Fronting Lender or any Tranche A Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or wilful misconduct, shall be binding on Canfor and shall not result in any liability of the Fronting Lender or any Tranche A Lender to Canfor.

• (d) Without limiting the generality of the foregoing, the parties hereto agree that:

• (1) the Fronting Lender, in respect of Fronted Letters of Credit, may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;

• (2) the Fronting Lender, in respect of Fronted Letters of Credit, shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

• (3) this §5.8(d), together with §5.9, shall establish the standard of care to be exercised by the Fronting Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the other parties to this Agreement waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).

• (e) Notwithstanding anything to the contrary contained herein, the Fronting Lender shall be liable to Canfor for any consequential, indirect, punitive or exemplary damages with respect to action taken or omitted to be taken by it under any Letter of Credit.

5.9 Letter of Credit Payments

Canfor and each Tranche A Lender authorize the Fronting Lender to review on behalf of each Tranche A Lender each draft and other document presented under each Fronted Letter of Credit. The determination of the Fronting Lender as to the conformity of any documents presented under a Letter of Credit to the requirements of such Letter of Credit shall, in the absence of the Fronting

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Lender’s gross negligence or wilful misconduct (and subject to §5.8(d)(1)), be conclusive and binding on Canfor and each Tranche A Lender.

5.10 Fronted Letters of Credit Issue Fee

Canfor shall, on the third business day following the end of each Financial Quarter, and on the termination of the Commitments under Tranche A, pay to the Administrative Agent in relation to Fronted Letters of Credit issued, for the account of the Tranche A Lenders, a fee in respect of each Fronted Letter of Credit outstanding during any portion of such Financial Quarter equal to that specified in the definition of “Applicable Margin” multiplied by an amount equal to the undrawn portion of the Face Amount of each such Fronted Letter of Credit, such fee to be determined for a period equal to the number of days during such Financial Quarter that each such Fronted Letter of Credit was outstanding.

6. CLOSING CONDITIONS

6.1 Entry Into and Effect of the Amendment and Restatement

Upon satisfaction (or waiver by the Majority Lenders) of the conditions set forth in §6.2, this Agreement shall amend and restate the Existing Credit Agreement in its entirety, without novation, and the Existing Credit Agreement as so amended and restated is hereby ratified and confirmed by the parties hereto. This Agreement is not intended by the parties to, and shall not constitute, a payment, discharge, satisfaction or novation of any obligation of the Borrower to any Lender, including the whole or any item or part of the Obligations (as defined in the Existing Credit Agreement) remaining outstanding and owing to any Lender until paid in full in accordance with the provisions of this Agreement.

Canfor hereby confirms to and agrees with each of the Administrative Agent and the Lenders that its Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect in accordance with their respective terms (amended and restated, as applicable, by this Agreement). With effect from the Closing Date, (a) each Advance outstanding under Tranche A and Tranche B (as each such term is defined in the Existing Credit Agreement) immediately before the Closing Date shall continue as an Advance of the same type outstanding under Tranche A under this Agreement, (b) any Fronted Letter of Credit (as defined in the Existing Credit Agreement) outstanding under an Accommodation immediately before the Closing Date shall continue as a Fronted Letter of Credit outstanding under that Accommodation under this Agreement and (c) each Bankers’ Acceptance outstanding under a Drawing (as each such term is defined in the Existing Credit Agreement) immediately before the Closing Date shall continue as a Bankers’ Acceptance of the same type outstanding under Tranche A under this Agreement. The Borrower hereby confirms and agrees that (d) any obligations expressed to be binding on it under or pursuant to the Credit Facility Documents (as defined in the Existing Credit Agreement) to which it is party (its “ Existing Facility Documents ”) shall, except as contemplated hereby, be unaffected by and shall be binding upon it and continue in full force and effect, and the execution and delivery of this fifth amended and restated credit agreement and the amendment and restatement contemplated hereby shall not in any manner whatsoever reduce, release, discharge, impair or otherwise prejudice or change the rights of the Administrative Agent and the Lenders arising under, by reason of or otherwise in respect of such obligations, except to the extent expressly contemplated hereby, and (e) each reference, if any, in its Existing Facility Documents

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to the Existing Credit Agreement shall be construed as a reference to the Existing Credit Agreement as amended and restated hereby.

Each of the Lenders and the Administrative Agent acknowledges with one another that:

• (a) the proportion of each of the Lender’s Commitments under the Existing Credit Agreement will change as a result of the amendment and restatement provided for herein and that the Lenders’ Commitments under this Agreement shall be as set out in Schedule 1; and

• (b) certain Accommodations by way of Bankers’ Acceptances, BA Equivalent Loans, Letters of Credit, or SOFR Advances under the Existing Credit Agreement, as the case may be (details of which are set out in Schedule 9, the “ Outstanding Accommodations ”) are currently outstanding and will remain so at the time immediately prior to the amendments provided for herein becoming effective. Notwithstanding the change in the relative proportion of the Lenders’ Commitments under Existing Credit Agreement as a result of the amendment and restatement provided for herein, the Lenders acknowledge and confirm that they will continue to hold the Outstanding Accommodations in accordance with the proportion of the Lenders’ Commitments prior to such amendments under the Existing Credit Agreement until the respective maturity dates of the Outstanding Accommodations.

• 6.2 Conditions Precedent to Effectiveness of the Agreement and to the Availability of Accommodations under Tranche A (other than Sub-Tranche A1 and Sub-Tranche A2)

The amendment and restatement of the Existing Credit Agreement contemplated by this Agreement shall become effective and Accommodations under Tranche A (excluding SubTranche A1 and Sub-Tranche A2) shall become available on the Closing Date upon each of the following conditions precedent having been satisfied, fulfilled or otherwise met or, to the extent not so satisfied, fulfilled or otherwise met, waived by the Lenders:

• (a) Documents . The following agreements (collectively, the “ Amendment and Restatement Documents ”) shall have been executed and delivered to the Administrative Agent:

• (1) this Agreement;

• (2) the Guarantee Agreements; and

• (3) the successor agent appointment and agency transfer agreement among Canfor, the Administrative Agent and the administrative agent under the Existing Credit Agreement.

• (b) Constitutional Documents . The Administrative Agent shall have received certified copies of the constitutional documents of each Credit Party.

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• (c) Resolutions . The Administrative Agent shall have received certified copies of resolutions of the boards of directors (or, where applicable, executive committees thereof) of each Credit Party authorizing the execution, delivery and performance of each Amendment and Restatement Document to which it is a party.

• (d) Incumbency . The Administrative Agent shall have received a certificate of the secretary or an assistant secretary respectively of each Credit Party certifying the names and the true signatures of the officers authorized to sign the Amendment and Restatement Documents to which it is a party.

• (e) Good Standing . The Administrative Agent shall have received a current certificate of good standing or like certificate in respect of each Credit Party available from appropriate government officials of its jurisdiction of formation.

• (f) Representations and Warranties . All of the representations and warranties contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of the Closing Date as though made on and as of such date and the Administrative Agent shall have received certificates of a Senior Officer of each Credit Party so respectively certifying to the Lenders with regard to the Credit Facility Documents to which it is a party; and the Lenders shall not have become aware, after the date hereof, of any untrue statement of a material fact or an omission to state a material fact that is required to be stated where it is necessary to make a statement not misleading in the light of the circumstances in which it was made.

• (g) No Default . No Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of a Senior Officer of Canfor so certifying to the Lenders.

• (h) Financial Statements . The Administrative Agent shall have received the most recent annual audited and quarterly unaudited consolidated financial statements of CPPI.

• (i) Compliance Certificate . The Administrative Agent shall have received the most recent Compliance Certificate.

• (j) Business Plan . The Administrative Agent shall have received the current three year consolidated business plan forecast for Canfor.

• (k) Material Adverse Change . No Material Adverse Change shall have occurred since December 31, 2022.

• (l) Fees . The Administrative Agent and the Lenders shall have received payment of all fees and all reimbursable expenses then due.

• (m) No Breach . The Administrative Agent shall have received evidence satisfactory to it that the execution, delivery and performance of the Credit Facility Documents

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will not cause a conflict with, a breach of or result in a default under, any other obligations of any Credit Party.

• (n) Opinions . The Administrative Agent shall have received an opinion of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders in form satisfactory to it and shall have received the favourable opinion of Lenders’ Counsel in form and substance satisfactory to the Administrative Agent with respect to the matters covered by the aforementioned opinion and such other matters as the Administrative Agent shall reasonably request.

• (o) Anti-Money Laundering Legislation . The Administrative Agent shall have received all necessary information for the Lenders to satisfy (i) their obligations and procedures under Anti-Money Laundering Legislation and (iii) other internal compliance requirements, requested by each Lender.

• (p) Other . The Lenders shall have received such supporting and other certificates, documentation and information as the Lenders may reasonably request.

6.3 Conditions Precedent to Accommodations under Sub-Tranche A1

In addition to satisfaction, fulfillment or waiver of the conditions in §6.2 and §6.5, Accommodations under Sub-Tranche A1 shall become available upon the conditions precedent set forth in this §6.3 having been satisfied, fulfilled or otherwise met or, to the extent not so satisfied, fulfilled or otherwise met, waived by the Lenders:

• (a) Resolutions . The Administrative Agent shall have received written evidence of approval of the Board of Directors (or, where applicable, executive committees thereof) of Canfor authorizing the commencement of work associated with and the incurring of Project Costs aggregating approximately $27,000,000 (the “ Initial Project Expenditure Authorization ”); and

• (b) Activation Notice . The Administrative Agent shall have received a written notice signed by a Senior Officer of Canfor of its intention to activate Sub-Tranche A1.

6.4 Conditions Precedent to Accommodations under Tranche B and Sub-Tranche A2

In addition to satisfaction, fulfillment or waiver of the conditions in §6.2 and §6.5, Accommodations under Tranche B and Sub-Tranche A2 (as applicable) shall become available upon the conditions precedent set forth in this §6.4 having been satisfied, fulfilled or otherwise met or, to the extent not so satisfied, fulfilled or otherwise met, waived by the Lenders:

• (a) Project Engineering Report. The Administrative Agent and the Lenders shall have received and reviewed to their satisfaction, acting reasonably, the most current Project Engineering Report (which shall include the installation phase of the Project);

• (b) Updated Project Budget . The Administrative Agent and the Lenders shall have received an updated detailed budget for the Project, including the Project Costs and

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cash flow schedule therefor (the “ Updated Project Budget ”), which shall be prepared taking into the account the Project Engineering Report delivered pursuant to §6.4(a) above, and shall include:

• (1) a detailed schedule showing the Project Costs to complete the Project (including the costs attributed to the installation phase of the Project); and

• (2) the estimated completion date of the Project,

and, taking into account such Updated Project Budget, the Lenders shall be reasonably satisfied that, the aggregate of (i) the undrawn portion of Sub-Tranche A1 (if any) and the undrawn amounts of Sub-Tranche A2 and Tranche B and (ii) the cash and Cash Equivalents available to Canfor, are sufficient to enable Canfor to achieve Project Completion on or before Project Completion Outside Date;

• (c) Resolutions . The Administrative Agent shall have received written evidence of approval of the Board of Directors (or, where applicable, executive committees thereof) of Canfor authorizing the Updated Project Budget and the completion of work on the Project based on such budget,

and in respect of Sub-Tranche A2 only, in addition to the conditions set out in §(a) to (c) above:

• (d) Activation Notice; Increase in Project Budget. The Administrative Agent shall have received a written notice signed by a Senior Officer of Canfor of its intention to activate Sub-Tranche A2, which notice shall set out the maximum principal amount available thereunder, such amount to be the lesser of (i) Cdn. $30,000,000, and (ii) the amount by which the total Project Costs under the Updated Project Budget exceed Cdn. $100,000,000 (such excess amount, the “ Project Budget Increase ”).

6.5 General Conditions for Accommodations

Canfor shall not be entitled to any Accommodations (other than by Conversion or Rollover) after the Closing Date unless and until the conditions precedent set forth in this §6.5 have been satisfied, fulfilled or otherwise met to the satisfaction of the Lenders or, to the extent not so satisfied, fulfilled or otherwise met, waived by the Lenders:

• (a) Documents . The Credit Facility Documents shall have been executed and delivered to the Administrative Agent.

• (b) Representations and Warranties . All of the representations and warranties contained herein or in any other Credit Facility Document shall be true and correct in all material respects on and as of the date of the relevant Accommodation Request and on and as of the date the relevant Accommodation is to be made as though made on and as of each such date (unless expressly stated to be made as of the Closing Date or some other specified date) and the Administrative Agent shall if requested have received certificates of an authorized officer of each Credit Party so respectively certifying to the Lenders with respect to the Credit Facility Documents to which it is a party.

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• (c) No Default . No Default or Event of Default shall have occurred and be continuing or would result from making such Accommodation and the Administrative Agent shall, if requested, have received a certificate of an authorized officer of Canfor so certifying to the Lenders.

• (d) Progress Report. In respect of an Accommodation under Sub-Tranche A1, SubTranche A2, and Tranche B only, the Administrative Agent shall have received a report (each, a “ Project Progress Report ”), in substantially the form set out in Schedule 8 hereto, certified by a Senior Officer of Canfor, on such subject matters as may be reasonably required by the Administrative Agent, on the progress of the Project, including the following:

• (1) in respect of an Accommodation under Sub-Tranche A1 and until the Updated Project Budget has been delivered pursuant to §6.4(b):

  • (A) the Project Costs representing the cost-to-complete, on a line by line basis, expressed in amount and in percentage of the aggregate amount of Project Costs that Canfor is authorized to incur under the Initial Project Expenditure Authorization;

  • (B) whether the cost incurred to date is consistent with the Initial Project Expenditure Authorization (and specifying the aggregate amount of any excess);

  • (C) a list of Project Costs to be paid by the requested Accommodation;

  • (D) the balance of the Project Costs Round-Up Amount pursuant to §2.1(d)(3), including the increase or decrease thereto (if any) in connection with the requested Accommodation;

  • (E) the estimated completion date of the Project; and

  • (F) a confirmation that Canfor has sufficient funds to complete that portion of the Project which is the subject of the Initial Project Expenditure Authorization, on the basis that the sum of (i) the total amount of any undrawn portion of Sub-Tranche A1 (ii) the amount of any deferred costs (to the extent permitted by the Administrative Agent), and (iii) the cash and Cash Equivalents held by Canfor, exceeds the sum of (I) all Project Costs then due, and (II) the costto-complete of such portion of the Project;

• (2) in respect of an Accommodation under (i) Sub-Tranche A1 and after the Updated Project Budget has been delivered pursuant to §6.4(b), or (ii) SubTranche A2 or Tranche B only, at all applicable times:

  • (A) the Project Costs representing the work-in-place or expenditures otherwise incurred for the Project, on a line by line basis;

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  • (B) the Project Costs representing the cost-to-complete, on a line by line basis, expressed in amount and in percentage of the Updated Project Budget;

  • (C) whether the cost incurred to date is consistent with the Updated Project Budget approved by the Lenders (and specifying the aggregate amount of any excess);

  • (D) a list of Project Costs to be paid by the requested Accommodation;

  • (E) the balance of the Project Costs Round-Up Amount pursuant to §2.1(d)(3), including the increase or decrease thereto (if any) in connection with the requested Accommodation;

  • (F) the estimated completion date of the Project;

  • (G) a confirmation that Canfor has sufficient funds to complete the Project, on the basis that the sum of (i) the total amount of any undrawn portion of Sub-Tranche A1, Sub-Tranche A2 and Tranche B, (ii) the amount of any deferred costs (to the extent permitted by the Administrative Agent), and (iii) the cash and Cash Equivalents held by Canfor, exceeds the sum of (I) all Project Costs then due, and (II) the cost-to-complete; and

• (3) in respect of an Accommodation under Sub-Tranche A2 only, in addition to §(2) above:

  • (A) a confirmation that Canfor is in compliance with the Minimum Liquidity Test pursuant to §9.3(b), together with sufficient details as may be reasonably required by the Administrative Agent in support thereof.

• (e) Other . The Lenders shall have received such supporting and other certificates and documentation as the Lenders may reasonably request.

6.6 Conversions and Rollovers

The obligation of the Lenders to make any Accommodation by Conversion or Rollover under the Credit Facility shall be subject to the condition precedent that no Event of Default shall have occurred and be continuing, and an authorized officer of Canfor shall so certify to the Lenders in the applicable Accommodation Request.

6.7 Deemed Representation

Each of the giving of any Notice and the acceptance or use by Canfor of the proceeds of any Accommodation shall be deemed to constitute a representation and warranty by Canfor that, on the date of such Notice and on the date of any Accommodation being provided and after giving effect thereto, the applicable conditions precedent set forth in this Article 6 shall have been satisfied, fulfilled or otherwise met.

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6.8 Conditions Solely for the Benefit of the Lenders

All conditions precedent to the entitlement of Canfor to any Accommodations hereunder are solely for the benefit of the Lenders, and no other Person shall have standing to require satisfaction or fulfilment of any condition precedent or that it be otherwise met and no other Person shall be deemed to be a beneficiary of any such condition, any and all of which may be freely waived in whole or in part by the Lenders at any time the Lenders deem it advisable to do so in their sole discretion.

6.9 No Waiver

The making of any Accommodations without one or more of the conditions precedent set forth in this Article 6 having been satisfied, fulfilled or otherwise met shall not constitute a waiver by the Lenders of any such condition, and the Lenders reserve the right to require that each such condition be satisfied, fulfilled or otherwise met prior to the making of any subsequent Accommodations.

7. REPRESENTATIONS AND WARRANTIES

Canfor (i) represents and warrants to the Lenders, on its own behalf and on behalf of its Designated Subsidiaries, as set forth in this Article 7, (ii) acknowledges that the Lenders are relying thereon in entering into this Agreement and providing Accommodations from time to time, (iii) agrees that no investigation at any time made by or on behalf of the Lenders shall diminish in any respect whatsoever their right to rely thereon, and (iv) agrees that all representations and warranties shall be valid and effective as of the date when given or deemed to have been given and to such extent shall survive the execution and delivery of this Agreement and the provision of Accommodations from time to time.

7.1 Existence

Each Credit Party is a Person duly incorporated or otherwise formed and is validly subsisting and in good standing under the laws of its jurisdiction of formation, and is duly qualified to do business in all jurisdictions where its failure to be duly qualified to carry on business would reasonably be expected to result in a Material Adverse Change.

7.2 Corporate Authority

Each Credit Party has full corporate (or if it is a partnership, partnership) right, power and authority to enter into, and perform its obligations under each Credit Facility Document to which it is or will be a party, and each Credit Party has full corporate (or if it is a partnership, partnership) power and authority to own and operate its properties and to carry on its business as now conducted or as contemplated to be conducted.

7.3 Authorization, Governmental Approvals, etc.

The execution and delivery of this Agreement and each other Credit Facility Document to which each Credit Party is or will be a party and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of such Credit Party, and no Governmental Approval under any applicable Law, and no registration, qualification,

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designation, declaration or filing with any Governmental Body having jurisdiction over it, is or was necessary therefor or to perfect the same or to preserve the benefit thereof to the Lenders except as has heretofore been effected or obtained.

7.4 Enforceability

This Agreement has been duly executed and delivered by Canfor and constitutes, and each other Credit Facility Document and each other document hereby or thereby contemplated to which each Credit Party is or will be party (including by way of assignment) constitutes or when executed by it will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to such qualifications as may be set forth in the opinion of counsel to the Credit Parties delivered pursuant to §6.2(n).

7.5 No Breach

The execution and delivery by each Credit Party of each Credit Facility Document and each other document hereby or thereby contemplated to which it is or will be a party (including by way of assignment) and the performance by it of its obligations hereunder and thereunder do not and will not:

• (a) conflict with or result in a breach of any of the terms, conditions or provisions of:

• (1) its charter documents or by-laws;

• (2) any Law;

• (3) any contractual restriction binding on or affecting it or its properties; or

• (4) any writ, judgment, injunction, determination or award which is binding on it; or

• (b) result in, or require or permit:

• (1) the imposition of any Lien (other than Permitted Encumbrances) on or with respect to any properties now owned or hereafter acquired by it; or

• (2) the acceleration of the maturity of any of its Indebtedness under any contractual provision binding on or affecting it.

7.6 Litigation

As at the Closing Date and, except as otherwise disclosed in writing to the Administrative Agent, Canfor is not aware of any actions, suits or proceedings (whether or not purportedly on its behalf) pending or threatened against or affecting it or any other Credit Party before any Governmental Body which have a material likelihood of being determined adversely to it and would, if so adversely determined, reasonably be expected to be materially adverse.

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7.7 Subsidiaries

Canfor and each Designated Subsidiary owns on the date hereof, and will own on the Closing Date, legally and beneficially (directly or indirectly) the respective portions of the outstanding shares in the capital of the corporations shown as its Subsidiaries in Schedule 4. Save as set forth in Schedule 4 or as may be set forth in an amendment to Schedule 4 provided to the Administrative Agent by Canfor in respect of an event occurring after the Closing Date, and save for statutory pre-emptive rights, no Person has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase of shares in the capital of any Designated Subsidiary.

7.8 Environmental Matters

Except as otherwise disclosed in writing to the Administrative Agent under §9.1(j) in respect of an event occurring after the date hereof, to the best knowledge of Canfor and all Designated Subsidiaries, each Credit Party all of its facilities and properties are in compliance in all material respects with all Environmental Laws.

7.9 Compliance

Except as otherwise disclosed in writing to the Lenders prior to the date hereof or under §9.1(j) in respect of an event occurring after the date hereof:

• (a) no Default or Event of Default has occurred and is continuing; and

• (b) no Credit Party is in breach or default, or is aware of any event or circumstance which, but for the passage of time or the giving of notice or both, would constitute a breach or default:

• (1) under any contract, agreement or instrument to which it is a party or by which it is bound (nor is it aware of any breach or default by any other party thereunder); or

• (2) under any Law (including any Environmental Law) by which it is bound,

and which could reasonably be expected to result in a Material Adverse Change.

7.10 Governmental Approvals

Each Credit Party possesses all material Governmental Approvals required to conduct properly its businesses.

7.11 Ownership of Assets

Each Credit Party owns or has legally enforceable interests in all material assets and property (including intellectual property) necessary to the operation of its business, in each case free and clear of all Liens other than Permitted Encumbrances.

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7.12 Tax Returns

Each Credit Party has filed all Tax returns which are required to be filed and has paid all Taxes which have become due pursuant to such returns or pursuant to any assessment received by it, except any such Taxes which are being contested in good faith and by proper proceedings and for which adequate reserves have been maintained (and no Liens except Permitted Encumbrances have attached).

7.13 Financial Statements

The audited consolidated financial statements of CPPI as of and for the period ended December 31, 2022, copies of which have been delivered to the Administrative Agent, were prepared in accordance with IFRS and present fairly, as at the dates thereof, the consolidated financial position of CPPI and Canfor.

7.14 Material Adverse Change at Closing Date

As at the Closing Date, there does not exist and there has not occurred since December 31, 2022 any Material Adverse Change except for any change, effect, event, occurrence or change in any state of facts relating to (i) the Canadian equity market, or (ii) the debt syndication market in Canada.

7.15 Material Adverse Change

There does not exist nor has there occurred any Material Adverse Change of the nature described in §(a) or (b) of the definition of Material Adverse Change.

7.16 Margin Stock

No Credit Party or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

7.17 Intellectual Property

Except as disclosed to the Administrative Agent in writing, the use by any Credit Party of any material patent, trade mark, trade name, know how or other intellectual property does not infringe upon the rights of any Person in any material respect.

7.18 Insurance

Each Credit Party has in place in full force and effect, with financially sound and reputable insurers, insurance with respect to its business and assets, in such amounts and against such liabilities, casualties, risks and contingencies existing from time to time as is customary for owners and operators of similar businesses and similar property in accordance with good industry practices.

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7.19 Compliance with ERISA

• (a) Canfor and each ERISA Affiliate has operated and administered each U.S. Plan in compliance with all applicable Laws except for such instances of noncompliance which are not material. Neither Canfor nor any ERISA Affiliate has incurred any material liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by Canfor or any ERISA Affiliate, or in the imposition of any material Lien on any of the rights, properties or assets of Canfor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(4)(29) or 412 of the Code;

• (b) The present value of the aggregate benefit liabilities under each of the U.S. Plans (other than U.S. Multiemployer Plans), determined as of the end of such U.S. Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such U.S. Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such U.S. Plan allocable to such benefit liabilities by more than Cdn. $1,000,000 in the case of any single U.S. Plan and by more than Cdn. $1,500,000 in the aggregate for all U.S. Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in section 3 of ERISA.

• (c) Canfor and its ERISA Affiliates have not incurred material withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of U.S. Multiemployer Plans.

• (d) The expected post-retirement benefit obligation for any U.S. Plan (determined as of the last day of Canfor’s most recently ended Financial Year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of Canfor and its Subsidiaries is not material.

7.20 Non-U.S. Pension Plans

All Non-U.S. Pension Plans have been established, operated, administered and maintained in material compliance with all laws, regulations and orders applicable thereto. All material premiums, contributions and any other amounts required by applicable Non-U.S. Pension Plan documents or applicable Law have been paid or accrued as required.

7.21 Labour Disputes

As at the Closing Date there exists no material labour dispute or disruption with respect to the operations and businesses of any Credit Party, and no such dispute or disruption is pending or threatened.

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7.22 Disclosure

To the best of Canfor’s knowledge and having exercised reasonable best efforts, all information (in each case having regard to modifying or succeeding information) other than projections (including the information contained in the Information Documents, and collectively the “ Information ”) that has been or will be made available to the Administrative Agent and the Lenders by or on behalf of Canfor is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and any projections that have been or will be made available to the Administrative Agent and the Lenders by or on behalf of Canfor have been or will be prepared in good faith based upon assumptions believed by Canfor to be reasonable at such time.

7.23 Anti-Money Laundering Legislation

Each Credit Party has adopted and maintains adequate policies, procedures and controls to ensure that it is in compliance with all Anti-Money Laundering Legislation.

7.24 Anti-Bribery Activities

No part of the proceeds of any Advance will be used by Canfor, directly or, to the knowledge of Canfor, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of anti-bribery and anti-corruption laws of Canada.

7.25 Sanctions

• (a) Use of Proceeds. No part of the proceeds of any Accommodation will be used, directly or, to the knowledge of the Borrower or any Subsidiary of a Borrower after due inquiry, indirectly, to fund any operations in, finance any Investments or activities in, or make any payments to, a Sanctioned Person in any manner that would result in any violation by any Person (including any Lender and the Administrative Agent) of (A) any Sanctions or (B) applicable regulations, rules and executive orders administered by any Sanctions Authority.

• (b) Sanctioned Persons. Neither the Borrower nor any Subsidiary of a Borrower (A) is, or will become a Sanctioned Person or (B) knowingly, after due inquiry, engages or will engage in any dealings or transactions, or is or will be otherwise knowingly, after due inquiry, associated, with any Sanctioned Person that would result in any violation of (x) any Sanctions or (y) applicable regulations, rules and executive orders administered by any Sanctions Authority.

• (c) Compliance with Sanctions. To its knowledge, after due inquiry, the Borrower and each of its Subsidiaries is, and has conducted its business, in compliance in all material respects with all Sanctions and all applicable regulations, rules and executive orders administered by any Sanctions Authority.

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• (d) Compliance with AML Laws. To its knowledge, after due inquiry, the Borrower and each of its Subsidiaries is, and has conducted its business, in compliance in all material respects with all Anti-Money Laundering Legislation.

• (e) No Investigation. Neither the Borrower nor any Subsidiary of the Borrower, to the Borrower’s knowledge after due inquiry, is the subject of any investigation, inquiry or enforcement proceedings by any Governmental Body regarding any offense or alleged offense under any Anti-Money Laundering Legislation which would reasonably be expected to result in a decision adverse to the Borrower or any Subsidiary of the Borrower and, to the Borrower’s knowledge after due inquiry, no such investigation, inquiry or proceeding is pending or has been threatened.

• (f) Compliance with Anti-Corruption Laws. The Borrower and each of its Subsidiaries, to the Borrower’s knowledge, after due inquiry, is, and has conducted its business, in compliance in all material respects with all Anti-Money Laundering Legislation. No part of the proceeds of any Accommodation has been used or will be used, directly or, to the knowledge of the Borrower or any Subsidiary of the Borrower after due inquiry, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in a governmental capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any AntiMoney Laundering Legislation.

8. GUARANTEE AGREEMENTS

8.1 Guarantee Agreements

As continuing collateral security for the payment and performance of the Obligations, the Bank Products Obligations and the Canfor Hedging Obligations, Guarantee Agreements, in form and substance satisfactory to the Lenders, made in favour of the Secured Parties have been or will be executed and delivered to the Administrative Agent by CPPI and each of the current Designated Subsidiaries (being Canfor Sales and Canfor Factoring as of the Closing Date) and, pursuant to §9.5, will be executed and delivered to the Administrative Agent by future Designated Subsidiaries.

8.2 Taking and Enforcement of the Guarantee Agreements

Each of the Lenders hereby acknowledges that, to the extent permitted by applicable Law, the Guarantee Agreements and the remedies provided hereunder and thereunder to the Lenders are for the benefit of the Administrative Agent and of the Lenders collectively and acting together and not severally, and further acknowledges that its rights hereunder and under the Guarantee Agreements are to be exercised not severally but collectively by the Administrative Agent upon the decision of the Majority Lenders under the Credit Facility; accordingly, notwithstanding any of the provisions contained herein or in the Guarantee Agreements, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action with respect to the Obligations, including any declaration under §11.2 or any action under the Guarantee Agreements in respect of the Obligations, but that any such action shall be taken only by the Administrative Agent with the prior written agreement of the Majority Lenders under the Credit Facility.

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8.3 Cash Collateral

To the extent that the Administrative Agent is from time to time in possession of cash collateral, it shall be entitled to invest the same and all proceeds thereof in Cash Equivalents, including Cash Equivalents issued by BMO.

8.4 Release of Designated Subsidiaries

Upon the completion of the sale of the shares of a Guarantor as permitted by this Agreement, that Guarantor (and any Guarantor which is Subsidiary thereof) will be released from all obligations under the Guarantee Agreements and:

• (a) the Administrative Agent and the Lenders will execute and deliver to that Guarantor all such documents and instruments as may reasonably be required in order to acknowledge and confirm that release; and

• (b) the other Guarantors will execute and deliver to the Administrative Agent all such documents and instruments as the Administrative Agent and the Lenders may reasonably require in order to acknowledge and confirm the ongoing validity and enforceability of the Guarantee Agreements.

9. COVENANTS

9.1 Affirmative Covenants

Until the Obligations are paid and satisfied in full and this Agreement has been terminated, and in addition to any other covenants herein set forth, Canfor covenants on its own behalf and on behalf of the Designated Subsidiaries as set forth in this §9.1.

• (a) Corporate Existence . It will do all things necessary (i) to maintain its existence, and (ii) to carry out its businesses in a proper and efficient manner in like manner as a prudent operator of similar businesses, including obtaining and maintaining in full force and effect all material Governmental Approvals required for the conduct of its businesses, and shall cause each Designated Subsidiary to do so. Canfor shall promptly advise the Administrative Agent in writing of any change of name, shareholdings and jurisdiction of domicile of any Designated Subsidiary, and promptly provide to the Administrative Agent copies of any amendments to its or any Designated Subsidiary’s constitutional documents.

• (b) Compliance with Laws, etc . It will comply with all applicable Laws (including Environmental Laws) and Governmental Approvals and do all things necessary to obtain, promptly renew and maintain in good standing from time to time all Governmental Approvals and duly observe all valid requirements of any Governmental Body (including those requirements respecting the protection of the environment, Release of Hazardous Substances, and occupational health and safety), and shall cause each Designated Subsidiary to do so, except in each case to the extent that failure to do so has not resulted in, and would not reasonably be expected to result in a Material Adverse Change.

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• (c) Payment of Taxes and Claims . It will file as and when required by applicable Law all Tax returns and will pay and discharge before the same shall become delinquent (i) all Taxes imposed upon it or upon its property, and (ii) all lawful claims (including claims for labour, materials, supplies or services) which, if unpaid, might become a Lien upon its property except in each case any such Tax or claim which is being contested in good faith and by proper proceedings and for which adequate reserves have been maintained and no Liens (except Permitted Encumbrances) have attached, and shall cause each Designated Subsidiary to do so.

• (d) Insurance . It will maintain, with financially sound and reputable insurers, insurance with respect to the businesses and assets of it and its Designated Subsidiaries, in such amounts and against such liabilities, casualties, risks and contingencies existing from time to time as is customary for owners and operators of similar businesses and similar property in accordance with good industry practices.

• (e) Keeping of Books . It will keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and its assets and business in accordance with IFRS, and shall cause each Designated Subsidiary to do so.

• (f) Maintain Properties . It will maintain, preserve, protect and keep its properties which are essential to the ongoing operation of the businesses carried on by it in reasonable repair, working order and condition, and make necessary and proper repairs, renewals and replacements so that such businesses may be properly conducted at all times, unless it determines in good faith that the continued maintenance of such properties is no longer economically desirable, and shall cause each Designated Subsidiary to do so.

• (g) Pay Obligations to Lenders and Perform Other Covenants . it will make full and timely payment of the Obligations, whether now existing or hereafter arising, and will duly comply with all the terms and covenants contained in each of the Credit Facility Documents to which it is a party all at the times and places and in the manner set forth therein.

• (h) Use of Proceeds . It will use the proceeds of all Accommodations made available to it only for the purposes set forth in §2.1(c).

• (i) Financial and Other Reporting . It will deliver to the Administrative Agent:

• (1) within 120 days after the end of each Financial Year, a copy of the annual audited consolidated financial statements of CPPI;

• (2) within 60 days after the end of the first three Financial Quarters of the Financial Year, a copy of the unaudited consolidated financial statements of CPPI prepared in accordance with IFRS, certified by a Senior Officer of CPPI;

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• (3) with each of the financial statements in §(1) and (2) above, a Compliance Certificate signed by a Senior Officer of CPPI;

• (4) within 60 days after the end of each Financial Year, a Canfor prepared three year financial forecast (current Financial Year and ensuing two Financial Years) for Canfor and the Designated Subsidiaries;

• (5) promptly upon their becoming available, copies of (i) all financial statements, reports, notices or proxy statements sent by CPPI, Canfor or any Designated Subsidiary to public securities holders generally, and (ii) all regular or periodic reports, all registration statements (without exhibits except as expressly requested by the Administrative Agent), and any prospectuses and all amendments thereto filed by CPPI, Canfor or any Designated Subsidiary with the Securities and Exchange Commission (at any time when CPPI, Canfor or any Designated Subsidiary is a reporting company under the Securities Exchange Act of 1934, as amended) or with the British Columbia Securities Commission (or any governmental department, bureau, commission or agency succeeding to the functions of the Securities and Exchange Commission or the British Columbia Securities Commission, as the case may be) and of all press releases and other statements made available generally by CPPI, Canfor or any Subsidiary to the public concerning developments that are material;

• (6) promptly upon learning of same or commencing same, details of any litigation to which Canfor or any Designated Subsidiary is a party involving Cdn. $15,000,000 (or the Equivalent Amount in other currencies) or more, or which involves the potential cessation or impairment of a material part of the business of Canfor or any Designated Subsidiary; and

• (7) from time to time, upon request by the Administrative Agent, a certificate from a Senior Officer of Canfor as to whether or not a Default or Event of Default has occurred and is continuing, and such other information as the Administrative Agent acting on behalf of the Lenders may reasonably request from time to time.

Canfor will, with respect to the financial statements, certificates and other documents required to be delivered under this §9.1(i) concurrently with delivery to the Administrative Agent either deliver to the Administrative Agent sufficient copies for distribution by the Administrative Agent to the Lenders, or send to the Administrative Agent complete electronic versions for transmittal by the Administrative Agent to the Lenders, provided that the Administrative Agent receives an original of each Compliance Certificate.

• (j) Notice of Certain Events . Canfor will promptly notify the Administrative Agent in writing of:

• (1) any Default or Event of Default;

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• (2) any default, or any event, condition or occurrence which with notice or lapse of time, or both, would constitute a default under any agreement regarding any Indebtedness of Canfor or any Designated Subsidiary in excess of Cdn. $15,000,000 (or the Equivalent Amount in other currencies);

• (3) any notice of any action by any Governmental Body or any action, suit, proceeding or investigation (or any basis therefor) pending, or to the best of its knowledge threatened, against or affecting Canfor or any Designated Subsidiary before any Governmental Body that has resulted in or would reasonably be expected to result in a Material Adverse Change;

• (4) any other Material Adverse Change;

• (5) any change in Designated Subsidiaries; and

• (6) any material labour dispute occurring or threatened in the business of Canfor or a Designated Subsidiary.

• (k) Visitation, Inspection, etc . It will permit the Lenders and their respective representatives and consultants to visit and inspect any of its assets, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with its officers or its independent auditors (in the presence of its personnel), all at such reasonable times and as often as the Lenders may reasonably request through the Administrative Agent, and will cause each Designated Subsidiary to do so.

• (l) Environmental Matters . It will, and will cause each Designated Subsidiary to, use and operate all of its facilities and properties in compliance with all, and in a manner which would not result in liability under any, Environmental Laws, and keep all necessary Governmental Approvals relating to environmental matters in effect and remain in compliance therewith, except where such non-compliance or liability would not reasonably be expected to result in a Material Adverse Change.

• (m) Share Ownership . Canfor will maintain its direct or indirect ownership of 100% of the outstanding shares in the Capital Stock of each of the Designated Subsidiaries.

• (n) Environmental Indemnity . It will indemnify and hold harmless the Administrative Agent and Lenders and their respective directors, officers, employees, agents and representatives from and against any and all third party liabilities, claims, demands, actions and causes of action, fines and other penal or administrative sanctions suffered by the indemnitees arising directly or indirectly out of any breach of any Environmental Law, or any environmental hazards existing, or any environmental pollution occurring, at any time relating to its assets or properties or those of any of its Designated Subsidiaries.

• (o) Rateable Security . If, notwithstanding the prohibition contained in §9.2(a), Canfor or any Designated Subsidiary creates, assumes or permits to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than

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Permitted Encumbrances, it will make or cause to be made effective provision whereby the Obligations, Bank Products Obligations or Canfor Hedging Obligations will be secured equally and rateably with any and all other obligations thereby secured, such security to be pursuant to agreements reasonably satisfactory to the Majority Lenders under the Credit Facility and shall be accompanied by a customary form of opinion in respect of any security documents delivered by Canfor or any Designated Subsidiary pursuant to this §9.1(o) satisfactory to the Administrative Agent and its counsel, acting reasonably, and, in any such case, the Obligations, Bank Products Obligations and Canfor Hedging Obligations shall have the benefit, to the fullest extent that, and with such priority as, the Lenders may be entitled under applicable Law, of an equitable Lien on such property. Such violation of §9.2(a) will constitute an Event of Default, whether or not provision is made for an equal and rateable Lien pursuant to this §9.1(o).

• (p) Ranking of Obligations . Canfor will ensure that its Obligations, Bank Products Obligations and Canfor Hedging Obligations rank, at all times, at least pari passu with all other senior unsecured Indebtedness of Canfor.

• (q) Financial Tests . Canfor and the Designated Subsidiaries shall maintain, on a consolidated basis:

• (1) at all times, a Total Debt to Total Capitalization Ratio of less than 50%; and (2) at all times, when the Total Debt to Total Capitalization Ratio is greater than 42.5%, an EBITDA Interest Coverage Ratio of not less than 2.0 to 1.0;

• (r) Economic Sanctions and Export Control Laws . Canfor will, and will cause each Designated Subsidiary to, comply in all material respects with all Economic Sanctions and Export Control Laws that are applicable to them, and will adopt and maintain policies, procedures and controls to ensure that each is in material compliance with the applicable Economic Sanctions and Export Control Laws.

• (s) Anti-Money Laundering Legislation . Canfor will, and will cause each other Credit Party to, adopt and maintain adequate policies, procedures and controls to ensure that it is in compliance with all Anti-Money Laundering Legislation applicable to it. Canfor acknowledges that, pursuant to Anti-Money Laundering Legislation, each Lender may be required to obtain, verify and record information regarding each Credit Party, its directors, authorized signing officers, direct shareholders or other persons in Control of it, and the transactions contemplated hereby, and disclose such information to governmental authorities, subject to any restrictions that exist under local privacy or data protection laws. Canfor consents, and will cause each other Credit Party to consent, to such information being obtained, verified, recorded and disclosed to governmental authorities and agrees to promptly provide to the Administrative Agent all such information, including supporting documentation and other evidence, as may be reasonably requested by the Administrative Agent to do so, in order to comply with Anti-Money Laundering Legislation.

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• (t) Anti-Terrorism Laws . Canfor shall not knowingly, and shall not knowingly permit any other Credit Party to, engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or violates or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law to the extent applicable to Canfor or any other Credit Party.

• (u) Violations of Anti-Terrorism Laws . If Canfor obtains actual knowledge that any holder of a direct or indirect equity or financial interest in Canfor is the subject of any enforcement action or restriction under any Anti-Terrorism Laws, Canfor shall promptly notify the Administrative Agent in writing thereof. Upon the request of the Administrative Agent, Canfor shall promptly provide any information the Administrative Agent believes is reasonably necessary to be delivered to comply with any Anti-Terrorism Laws applicable to Canfor or any other Credit Party.

• (v) Further Assurances . Canfor will, at its cost and expense, upon request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, to the Administrative Agent such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of the Administrative Agent to carry out more effectually the provisions and purposes of this Agreement and the other Credit Facility Documents.

9.2 Negative Covenants

Until the Obligations are paid and satisfied in full and this Agreement has been terminated, and in addition to any other covenants herein set forth, Canfor covenants and agrees on its own behalf, and on behalf of the Designated Subsidiaries, that it will not take any of the actions set forth in this §9.2 or permit or suffer same to occur without the prior written consent of the Lenders or relevant Majority Lenders, as applicable pursuant to §13.3.

• (a) Liens . Neither it nor any Designated Subsidiary will create, incur or otherwise permit to exist any Lien on any of its assets, other than Permitted Encumbrances.

• (b) Merger, etc . Except for Permitted Mergers, neither it nor any Designated Subsidiary will merge, consolidate or amalgamate with or into, or sell, convey, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of its assets to, any other Person.

• (c) Funded Debt . Neither it nor any Designated Subsidiary will create, incur or assume any Funded Debt (for the purposes of this §9.2(c), any Person becoming a Designated Subsidiary after the Closing Date being deemed, at the time it becomes a Designated Subsidiary, to have incurred all of its then outstanding Funded Debt), except:

• (1) Funded Debt of any Designated Subsidiary of Canfor;

• (2) (i) Funded Debt of Canfor or any Designated Subsidiary secured by Liens permitted by the provisions of §(e) and (f) of the definition of Permitted Encumbrances or unsecured and issued or assumed by Canfor or any

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Designated Subsidiary in connection with payment to sellers of property acquired by Canfor or any Designated Subsidiary or in connection with the subsequent additions to or improvements of such properties within six months after their purchase, provided such Funded Debt is incurred not more than six months after such acquisition, or (ii) Funded Debt of a Person existing at the time it becomes a Designated Subsidiary provided that such Funded Debt is not assumed or guaranteed by Canfor or any other Designated Subsidiary; provided that neither Canfor nor any Designated Subsidiary shall create, incur or assume any Funded Debt otherwise permitted by this §9.2(c)(2) if, after giving effect thereto, Funded Debt of Canfor and the Designated Subsidiaries would result in a breach of §9.1(q);

• (3) other Funded Debt, provided that neither Canfor nor any Designated Subsidiary shall create, incur or assume and Funded Debt otherwise permitted by this §9.2(c)(3) if, after giving effect thereto, the existence of such Funded Debt would result in a breach of §9.1(q); and

• (4) Funded Debt renewing, extending or refunding Funded Debt previously created, incurred or assumed as permitted by this §9.2(c), provided that the principal amount of such new Funded Debt shall not exceed the outstanding principal amount of such Funded Debt being renewed, extended or refunded at the time of such renewal, extension or refunding.

• (d) Sale of Property . Sell, lease, transfer or otherwise dispose of property to any Person, other than a sale, lease, transfer or disposition to Canfor or a Wholly-Owned Designated Subsidiary, unless it is for not less than fair value and unless;

• (1) at any time before Project Completion, by way of Excepted Disposition; or

• (2) at all other times, (A) by way of Excepted Disposition, or (B) the Total Disposition Values for the preceding 12 and 24 months do not constitute more than 15% and 25%, respectively, of the consolidated assets of Canfor and its Designated Subsidiaries;

or, sell or otherwise dispose of control of any shares or Indebtedness of any Designated Subsidiary, unless such sale or disposition is (X) in compliance with §(1) or (2) above (as applicable), and (Y):

• (3) to Canfor or a Wholly-Owned Designated Subsidiary; or

• (4) by way of a disposition of all shares and Indebtedness of a Designated Subsidiary held by Canfor and its Designated Subsidiaries for consideration which represents fair value, as determined by the Board of Directors of Canfor at the time of sale of such shares and Indebtedness; or

• (5) by way of a disposition of shares of a Designated Subsidiary where the net proceeds are used to effect a Funded Debt Reduction initiated by Canfor within six months after such disposition or, within six months of such

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disposition, are applied to the purchase of property (other than inventory) or to construction costs, improvements or additions to property, in each case used in the business of Canfor or a Designated Subsidiary, or to the purchase of all of the outstanding common shares of a company which is not then a Designated Subsidiary but immediately following such purchase becomes a Designated Subsidiary and, immediately after giving effect to such Funded Debt Reduction or application, as the case may be, Canfor could incur at least US$1.00 additional Funded Debt under §9.2(c).

• (e) Issuance of Shares by Designated Subsidiaries . Canfor will not permit any Designated Subsidiary to issue, sell or dispose of any of its equity securities except:

• (1) by way of a payment of dividends in or a distribution of its shares or other equity securities to its shareholders or other equityholders on a pro-rata basis;

• (2) to Canfor or a Wholly-Owned Designated Subsidiary;

• (3) to holders of minority interests pursuant to the exercise of entitlements to purchase shares or other equity securities on a pro-rata basis by reason of pre-emptive rights; or

• (4) by a Permitted Share Issuance.

• (f) Restricted Payments . For so long as the Credit Facility has not been repaid in full and cancelled, Canfor will not, and will not permit any Designated Subsidiary to, make any Restricted Payments except out of Consolidated Net Income Available for Restricted Payments, provided that Canfor may redeem or purchase any of its shares from the new cash proceeds of a contemporaneous issue of its shares.

• (g) No Speculative Hedging . None of Canfor or any Designated Subsidiary will enter into any Hedge Instruments for speculative purposes (that is, purposes unrelated to hedging risks related to the business of Canfor and the Designated Subsidiaries such as rate, commodity or currency swaps).

• (h) Amendments to Material Contracts . None of Canfor or any Designated Subsidiary will amend a material contract if such amendment would have a material adverse financial effect on such contract taken as a whole.

• (i) Sanctions . It or any of its Designated Subsidiaries will (i) not, directly or indirectly, use any amounts advanced or seek advances under the Credit Facility for any illegal purpose or (a) to fund any activity or business with any person or in any country or territory that is the subject or target of Sanctions or (b) in any manner that would result in a violation of Sanctions by any person (including any lender, advisor, or otherwise) and (ii) not repay any amounts owing to the Bank using any funds derived directly or indirectly from any illegal or sanctionable activity, provided that this covenant shall be inapplicable only to the extent of any relevant violation of

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the Foreign Extra-Territorial Measures Act (Canada) or any similar applicable anti-boycott law or regulation.

9.3 Project-Specific Covenants

Until Project Completion, and in addition to any other covenants herein set forth, Canfor covenants and agrees on its own behalf, and on behalf of the Designated Subsidiaries, as set forth in this §9.3.

• (a) Project Engineering Report. Canfor shall deliver to the Administrative Agent and the Lenders the initial Project Engineering Report as soon as practicable, and all supplements and replacements thereto from time to time as they may be commissioned by and issued to Canfor.

• (b) Minimum Liquidity Test . At all times when Sub-Tranche A2 has become available to be drawn pursuant to the terms hereof, Canfor shall maintain a balance of cash and Cash Equivalents (in all cases, free and clear of any Liens other than Permitted Encumbrances), which, when added to the amount of the undrawn portion under Tranche A and under the Swingline Tranche, shall equal an amount which is not less than Cdn. $25,000,000 (the “ Minimum Liquidity Test ”), to be tested as at the end of each Financial Quarter and at the time of each draw under Sub-Tranche A2.

• (c) Builders’ Lien Act . It will establish a holdback account and maintain sufficient holdback amount, all as required under the Builders’ Lien Act, and otherwise comply in all material respects with the provision of the Builders’ Lien Act.

• (d) Subsequent Lien s. Except to the extent that such amounts are disputed by Canfor in good faith and by appropriate legal proceedings which do not carry an immediate risk of loss or forfeiture of any material asset of Canfor, Canfor will pay or cause to be paid as soon as the same are due, all claims and demands of contractors and materialmen which could in any circumstances constitute a Lien on the Project under the Builders’ Lien Act.

• (e) Carrying Out the Project. Following the approval by the Board of Directors of Canfor of the Updated Project Budget and the commencement of work on the installation component of the Project, Canfor will not abandon the Project and will diligently proceed to complete the Project in accordance with the Updated Project Budget and endeavor of achieve Project Completion no later than the Project Completion Outside Date.

• (f) Cost Overrun . It will fund from its own resources any cost overruns for the Project as they may occur or be identified by the Borrower, the Administrative Agent or the Project Engineer, and provide evidence to the satisfaction of the Administrative Agent that such cost overruns have been so fully funded.

• (g) Project Insurance . It will maintain, with financially sound and reputable insurers, insurance with respect to the Project and the site on which the Project is being carried out, including builder’s all-risk insurance and wrap-up liability insurance, in such amounts and against such liabilities, casualties, risks and contingencies

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existing from time to time as is customary for owners and operators of similar design, procurement and construction project in accordance with good industry practices, and furnish to the Administrative Agent satisfactory evidence of the insurance so carried;

• (h) Permits. It will obtain, maintain and keep in good standing all Governmental Approvals and other permits and approvals required to complete the Project (as they are required at the relevant stage of the Project);

• (i) Material Delay or Change. It will promptly provide to the Administrative Agent such information with respect to the site and progress of the Project as may reasonably be requested by the Administrative Agent and to the extent the same is readily available to Canfor, and promptly notify the Administrative Agent of any event which could result in any material delay or change in the Project;

• (j) Inspection. It will permit and facilitate the Administrative Agent and the Lenders and their respective employees and agents, to enter upon and inspect the site of the Project from time to time upon reasonable notice and during regular business hours;

• (k) Progress Report . It will submit to the Administrative Agent an updated Project Progress Report current as at the end of each Financial Quarter, concurrently with the delivery of a Compliance Certificate pursuant to §9.1(i)(3).

• (l) Change to Project Budget . It will not, without the prior written consent of the Majority Lenders, cause or permit any material changes to the Updated Project Budget.

9.4 Administrative Agent May Perform Covenants

If any Credit Party shall fail to perform or observe any covenant on its part contained herein or in any other Credit Facility Document, the Administrative Agent in its sole discretion acting reasonably, may, or the Administrative Agent, upon the instructions of the Majority Lenders under the Credit Facility, shall, in either case subject to the Administrative Agent having been indemnified to its satisfaction, perform (or cause to be performed), any of the said covenants capable of being performed by the Administrative Agent and, if any such covenant requires the payment or expenditure of money, the Administrative Agent may make such payment or expenditures with its own funds or with money borrowed for that purpose (but the Administrative Agent shall be under no obligation to do so); provided that the Administrative Agent shall first have provided written notice of its intention to Canfor and a reasonable opportunity (not to exceed 20 Business Days, or such longer period as the Majority Lenders under the Credit Facility shall approve) to cure the failure. All amounts paid by the Administrative Agent pursuant to this §9.4 shall be repaid by Canfor to the Administrative Agent on demand therefor and shall form part of the Obligations. No payment or performance under this §9.4 shall relieve Canfor from any Event of Default.

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9.5 Addition of Designated Subsidiary

Canfor may at any time and from time to time notify the Administrative Agent that it wishes to designate a Wholly-Owned Subsidiary as a Designated Subsidiary, which designation shall be effective upon written acknowledgement by the Administrative Agent that it has received:

• (a) a guarantee and postponement, in form and substance satisfactory to the Lenders, made in favour of the Secured Parties by that new Designated Subsidiary of the Obligations, the Bank Products Obligations and the Canfor Hedging Obligations;

• (b) the corporate documents and opinion referred to in §6.2(b) , §6.2(c) , §6.2(d), §6.2(e) and §6.2(n) for that new Designated Subsidiary;

• (c) a Compliance Certificate as at the end of the most recent Financial Quarter, restated so as to include the new Designated Subsidiary.

10. CHANGES IN CIRCUMSTANCES

10.1 Illegality

Subject to the terms of the immediately following paragraph of this §10.1, if the enactment of any applicable Law, or any change therein or in the interpretation or application thereof by any Governmental Body or compliance by a Lender with any guideline, official directive, request or direction (whether or not having the force of Law) of any Governmental Body, hereafter makes it unlawful or impossible for a Lender to make, fund or maintain any type of Accommodation or to give effect to its obligations in respect of such type of Accommodation, such Lender may, by written notice thereof to Canfor and to the Administrative Agent, declare its obligations under this Agreement in respect of such type of Accommodation to be terminated, whereupon the same shalt forthwith terminate, and Canfor shall within the time required by such Law (or at the end of such longer period as such Lender at its discretion has agreed) repay or effect a Conversion of the Principal Outstanding in respect of such type of Accommodation from such Lender (without reducing or prepaying the Commitment(s) of any other Lender(s)), and shall pay all accrued interest and fees payable hereunder and all Increased Costs incurred in connection with the termination or Conversion of such type of Accommodation.

In the foregoing circumstances, Canfor, in consultation with the Administrative Agent and the affected Lender, may arrange for one or more other Persons (in this §10.1, the “assuming Lender’) reasonably satisfactory to Canfor and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other rights and interests of the affected Lender hereunder. The assuming Lender and affected Lender shall execute all such documents as may be reasonably required by Canfor and the Administrative Agent to effect such assumption and acquisition.

If any Lender determines that any Law has made it unlawful, or that any Governmental Body has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Accommodations whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent) (such notice, an “ Illegality

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Notice ”), (a) any obligation of such Lender to make or continue SOFR Advances or to convert Base Rate Advances to SOFR Advances shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Term SOFR component of the applicable Base Rate, the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrate Agent without reference to the Term SOFR component of such applicable Base Rate, in each case, until such Lender notifies the Administrate Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall prepay or, if applicable, convert all SOFR Advances to Base Rate Advances (the interest rate on which Base Rate Advances shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Advances to such day, or immediately, if all affected Lenders may not lawfully continue to maintain such SOFR Advances, in each case, until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. Upon any such prepayment or conversion following receipt of an Illegality Notice, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to §10.3 and §10.5.

10.2 Circumstances Requiring Different Pricing

• (1) If, on or before any date on which an interest rate is to be determined on the basis of Adjusted Term SOFR, either:

• (a) the Administrative Agent determines that it will not be possible to determine Adjusted Term SOFR for the applicable Interest Period or in the applicable amounts; or

• (b) the Administrative Agent determines or receives notice from a Tranche A Lender that Adjusted Term SOFR will not adequately reflect the cost of making, funding or maintaining SOFR Advances for the applicable Interest Period,

then the Administrative Agent shall forthwith give notice of such event to Canfor and each Tranche A Lender, whereupon the obligations of the Tranche A Lenders to make SOFR Advances to Canfor shall be suspended until the Administrative Agent gives notice to Canfor and the Tranche A Lenders that the circumstances giving rise to such determination no longer exist.

• (2) If the Administrative Agent determines that for any reason a market for bankers’ acceptances does not exist at any time or the Tranche A Lenders or Tranche B Lenders cannot for other reasons, after reasonable efforts, readily sell bankers’ acceptances or perform their other obligations under this Agreement with respect to bankers’ acceptances, the Administrative Agent will promptly so notify Canfor and each Tranche A Lender or Tranche B Lender, as applicable. Thereafter, Canfor’s right to request the acceptance of bankers’ acceptances shall be and remain suspended until the Administrative Agent

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determines and notifies Canfor and each Tranche A Lender or Tranche B Lender, as applicable, that the condition causing such determination no longer exists.

10.3 Increased Costs

If:

• (a) the enactment or amendment of any Law or any change in the interpretation or application thereof by any Governmental Body; or

• (b) compliance by any Lender with any amendment or change to any existing directive, request or requirement (whether or not having the force of Law) of any Governmental Body, or with any new such directive, request or requirement of any Governmental Body,

shall have the effect of:

• (c) increasing the cost to such Lender of performing its obligations under this Agreement or in respect of any Accommodation, including the costs of maintaining any capital, reserve, deemed reserve or special deposit requirements with respect to this Agreement or any Accommodation or with respect to its obligations hereunder or thereunder or with respect to assets or deposits that directly or indirectly support such obligations;

• (d) requiring such Lender to maintain or allocate any capital (including a requirement affecting such Lender’s allocation of capital to its obligations) or additional capital in respect of its obligations under this Agreement or in respect of any Accommodation or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodation or on its total capital as a result of entering into this Agreement or making any Accommodation;

• (e) reducing any amount payable to it by or in an amount it deems material (other than a reduction resulting from a higher rate of income or capital Tax or other special Tax relating to such Lender’s income or capital and other than any Excluded Taxes); or

• (f) causing such Lender to make any payment or to forgo any return on or calculated by reference to any amount received or receivable by such Lender under this Agreement or in respect of any Accommodation;

such Lender may give notice to Canfor (with a copy to the Administrative Agent) specifying the nature of the event giving rise to such additional cost, reduction, payment or forgone return and Canfor shall promptly pay such amounts as such Lender may specify to be necessary to compensate it for any such additional cost, reduction, payment or forgone return. A certificate setting out, in reasonable detail, the amount of any such additional cost, reduction, payment or forgone return, submitted in good faith by such Lender to Canfor, shall be conclusive and binding for all purposes absent demonstrated error.

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If such circumstances continue in effect for 60 consecutive days, the affected Lender, on request from Canfor, shall use its reasonable best efforts, in consultation with the Administrative Agent, to arrange for one or more other Persons (in this §10.3, the “ assuming Lender ”) reasonably satisfactory to Canfor and the Administrative Agent to assume all or a portion of the relevant Commitments and acquire the outstanding Accommodations and other rights and interests of the affected Lender hereunder. The assuming Lender and affected Lender shall execute all such documents as may be reasonably required by Canfor and the Administrative Agent to effect such assumption and acquisition. Failing such assumption and acquisition, Canfor may effect a prepayment and cancellation of the relevant Commitments of the affected Lender (without reducing or prepaying the Commitment(s) of any other Lender(s)).

10.4 Indemnification

• (a) Matching Funds . Canfor shall promptly pay to each Lender any amounts required to compensate such Lender for any breakage or similar cost, loss, cost of redeploying funds or other cost or expense suffered or incurred by such Lender as a result of:

• (1) any payment being made by Canfor in respect of a SOFR Advance or a Bankers’ Acceptance (due to acceleration hereunder or a mandatory repayment or prepayment of principal or for any other reason) on a day other than the last day of an Interest Period or the maturity date applicable thereto; provided that, where the event giving rise to such payment is a mandatory repayment or prepayment, Canfor may at its option instead deposit the amount of the repayment or prepayment to a cash collateral account pending expiry of the existing Interest Period or (as the case may be) maturity of outstanding Bankers Acceptances, and the monies in such cash collateral account shall be invested in Cash Equivalents and held as security to be applied by the Administrative Agent to the required repayment or prepayment on the expiry of such Interest Period or maturity of such Bankers’ Acceptance;

• (2) Canfor’s failure to give Notice in the manner and at the times required hereunder; or

• (3) the failure of Canfor to fulfil or honour, before the date specified for any Accommodation, the applicable conditions set forth in Article 6 or to accept an Accommodation after delivery of a Notice in the manner and at the time specified in such Notice.

A certificate of such Lender submitted to Canfor (with a copy to the Administrative Agent) as to the amount necessary to so compensate such Lender shall be conclusive evidence, absent demonstrated error, of the amount due from Canfor to such Lender.

• (b) General . Subject to §9.1(n), Canfor agrees to indemnify the Administrative Agent, the Lenders and their respective Affiliates, and the directors, officers and employees of each of them, from and against any and all liabilities, obligations,

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losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the indemnitees or any of them, related to or arising out of the transactions contemplated:

• (1) under this Agreement, or

• (2) under any other Credit Facility Document to which a Credit Party is party,

provided that no amount shall be payable under this §10.4(b) to the extent that same arises out of the gross negligence or wilful misconduct of an indemnified Person, or out of a breach by it of the terms of this Agreement or any other Credit Facility Document.

10.5 Taxes, Costs, Etc.

• (a) Gross-Up . Any and all payments by Canfor under this Agreement or any other Credit Facility Document shall be made free and clear of and without deduction or withholding for Taxes (including without limitation non-resident withholding Taxes) unless such Taxes are required by Law to be deducted or withheld. If Canfor shall be required by Law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or thereunder:

• (1) the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this §10.5) the relevant Lender receives an amount equal to the sum it would have received if no deduction or withholding had been made;

• (2) Canfor shall make such deductions or withholdings; and

• (3) Canfor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable Law.

• (b) Pay Taxes . Canfor shall pay all Taxes which arise from any payment made hereunder or under any other Credit Facility Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or such other Credit Facility Document.

• (c) Indemnity . Canfor shall indemnify and save harmless each Lender for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this section) paid by such Lender in respect of the Credit Facility, and any liability (including penalties, interest and expense) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the Lender makes written demand therefor. A certificate as to the amount of such Taxes submitted by the Lender to Canfor (with a copy to the Administrative Agent) shall

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be conclusive evidence, absent demonstrated error, of the amount due from Canfor to such Lender.

• (d) Evidence of Payment . Within 30 days after the date of any payment of Taxes, Canfor will furnish to the relevant Lender the original or a certified copy of a receipt evidencing payment thereof.

• (e) Survival . Without prejudice to the survival of any other agreement or obligation of Canfor hereunder or under any other Credit Facility Document, the obligations of Canfor under this §10.5 shall survive the payment and performance of the Obligations.

• (f) Lenders . Each Lender shall endeavour to limit the incidence of any additional amounts payable under this §10.5 in respect of such Lender, and Canfor shall thereafter not be obligated to pay any such amounts should the cause of same be rescinded, removed, repealed or withdrawn; provided that, notwithstanding any other provisions of §10.5:

• (1) each Lender shall have the absolute discretion as to whether to employ or claim, or as to the order and manner in which it employs or claims, any Tax credits, allowances or refunds available to it;

• (2) in no event shall any Lender be obliged to disclose to Canfor any information of any kind in relation to its taxation affairs except as to whether it is a resident of Canada for purposes of the Income Tax Act (Canada) and, if not, where it is resident for purposes of such statute and any applicable tax treaty or convention; and

• (3) nothing in this §10.5 shall interfere with the Lender’s right to arrange its Tax affairs in whatever manner it seems fit in its absolute discretion.

10.6 Change of Control

If a Change of Control occurs, Canfor will offer, by written notice to the Administrative Agent, to repay all the Obligations and to cancel the Credit Facility, within 10 days of the Change of Control. if all Lenders accept the offer made by Canfor within 10 days of receipt by the Lenders from the Administrative Agent of that offer, Canfor will repay all of the Obligations and cancel the Credit Facility within 90 days after the Change of Control, subject to payment of all breakage and related costs as required by this Agreement with respect to certain Accommodations.

11. EVENTS OF DEFAULT

11.1 Events of Default

Each of the events set forth in this §11.1 shall constitute an “Event of Default”.

• (a) Payment . Canfor shall fail:

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• (1) to pay the principal amount of any Advance or BA Equivalent Loan when the same becomes due and payable;

• (2) to reimburse any Lender in respect of any Bankers’ Acceptance or Letter of Credit, or pay the Face Amount thereof, when required hereunder; or

• (3) to pay any interest or fees under this Agreement when the same becomes due and payable,

and in any such case under §(2) or (3) such failure shall remain unremedied for a period of two Business Days.

• (b) Representations and Warranties Incorrect . Any of the representations or warranties made or deemed to be made by any Credit Party in any Credit Facility Document to which it is a party shall prove to be or have been incorrect in any material respect when made or deemed to be made, unless such representation or warranty is reconfirmed as true and correct within 20 Business Days and is in fact true and correct as of the date of such reconfirmation.

• (c) Failure to Perform Certain Covenants . Any Credit Party shall fail to perform or observe any covenant contained in any Credit Facility Document on its part to be performed or observed or otherwise applicable to it (other than those referred to in §9.1(q), §9.2 or §9.3(l)); provided that, if such failure is capable of being remedied, no Event of Default shall have occurred as a result thereof unless and until such failure shall have remained unremedied for 20 Business Days after written notice thereof given to Canfor by the Administrative Agent.

• (d) Breach of Financial Tests . Canfor shall be in breach of any of the covenants set out in §9.1(q) and such breach shall remain unremedied for five Business Days after written notice thereof given to Canfor by the Administrative Agent.

• (e) Breach of Negative Covenant . Canfor or any Designated Subsidiary shall be in breach of any of the covenants set out in §9.2 or §9.3(l).

• (f) Failure to Pay Certain Amounts . Any Credit Party shall fail to perform or observe any covenant or agreement to be performed or observed by it contained in any other agreement or in any instrument evidencing any of its Indebtedness in excess of Cdn. $15,000,000 (or the Equivalent Amount in other currencies) and, as a result of that failure, any other party to that agreement or instrument accelerates the maturity of any amount owing thereunder.

• (g) Voluntary Events of Bankruptcy . Any Credit Party shall:

• (1) apply for or consent to the appointment of, or the taking of possession by, a Receiver, custodian, administrator, trustee, liquidator or other similar official for itself or for all or any material part of its assets;

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• (2) generally not pay its debts as such debts become due or admit in writing its inability to pay its debts generally, or declare any general moratorium on its indebtedness;

• (3) commit an act of bankruptcy, or make a general assignment for the benefit of creditors or a proposal under the Bankruptcy and Insolvency Act (Canada), or propose a plan of arrangement under the Companies’ Creditors Arrangement Act (Canada) or a similar Law of any applicable jurisdiction;

• (4) institute any proceeding seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any statute, rule or regulation relating to bankruptcy, insolvency, reorganization, relief or protection of debtors or at common law or in equity; or

• (5) take any corporate action to authorize any of the actions described in this §11.1(g).

• (h) Involuntary Events of Bankruptcy . Any proceeding against any Credit Party:

• (1) has adjudicated it a bankrupt or insolvent;

• (2) has resulted in the liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection or relief or composition of it or its debts under any statute, rule or regulation relating to bankruptcy, insolvency, reorganization, relief or protection of debtors, or at common law or in equity; or

• (3) has resulted in the appointment of a Receiver, custodian, administrator, trustee, liquidator or other similar official for it or any material part of its assets, and such appointment has not been stayed or discharged by it within 60 days from the date made.

• (i) Execution . Assets of any Credit Party are attached, executed, sequestered or distrained upon or become subject to any order of a court or other process and such attachment, execution, sequestration, distraint, order or process (i) relates to claims in the aggregate in excess of Cdn. $15,000,000 (or the Equivalent Amount in other currencies), and (ii) such Credit Party shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, or deposit with the Administrative Agent cash collateral or other security satisfactory to the Majority Lenders under the Credit Facility in the amount of the claim, within 60 days from the date of entry thereof.

• (j) Judgments . A final judgment for the payment of money (to the extent not insured) in the aggregate in excess of Cdn. $15,000,000 (or the Equivalent Amount in other currencies) shall be rendered by a court of competent jurisdiction against any Credit Party and such Credit Party shall not discharge the same or provide for its discharge in accordance with its terms within 30 days after entry, or procure a stay of

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execution thereof or such judgment is not discharged within 30 days after the expiration of any stay of execution.

• (k) Credit Facility Documents Unenforceable . Any Credit Facility Document or material provision thereof shall become illegal or unenforceable or any Guarantee Agreement granted by a Guarantor ceases to guarantee all Obligations, Canfor Hedging Obligations, and Bank Products Obligations.

11.2 Effect

• (a) General . Upon the occurrence and continuance of an Event of Default, except as provided in §11.2(b), the Administrative Agent:

• (1) shall, at the request of the Majority Lenders under the Credit Facility, by notice to Canfor cancel all obligations of the Lenders in respect of the Commitments (whereupon no further Accommodations may be made and any Notice given with respect to an Accommodation occurring on or after the date of such notice or request shall cease to have effect); and

• (2) shall, at the request of the Majority Lenders under the Credit Facility, by notice to Canfor declare the Obligations to be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Canfor.

• (b) Specific Defaults . If any Event of Default specified in §11.1(g) or 11.1(h) shall occur, then all obligations of the Lenders in respect of the Commitments shall be automatically cancelled and the Obligations shall be forthwith due and payable, all as if the request and notice specified in each of §11.2(a)(1) and 11.2(a)(2) had been received and given by the Administrative Agent.

• (c) Enforcement . Upon the occurrence of an Event of Default and acceleration of the Obligations, the Administrative Agent may, or the Administrative Agent at the request of the Majority Lenders under the Credit Facility shall, commence such legal action or proceedings as it may deem expedient, all without any additional notice, presentation, demand, protest, notice of dishonour, entering into of possession of any of the property or assets of Canfor, or any other action, notice of all of which Canfor hereby expressly waives to the extent permitted by Law. In the case of the Guarantee Agreements, the Administrative Agent may, or shall, (in each case as provided in the previous sentence) exercise and enforce its rights and remedies under the Guarantee Agreements. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Credit Facility Documents are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Law; provided that nothing herein contained shall permit any Lender to take any steps which, pursuant to this Agreement, may only be undertaken by or with the consent of all Lenders or the Majority Lenders under the Credit Facility or the Majority Lenders under relevant Tranche. Nothing contained herein or in the Guarantee Agreements or in any security hereafter held by the Administrative Agent, nor any act or omission of the Administrative Agent

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or any Lender with respect to such Guarantee Agreements or security, shall in any way prejudice or affect the rights, remedies and powers of the Administrative Agent or the Lenders with respect to any other such Guarantee Agreements or security.

11.3 Right of Set-Off

In addition to any rights now or hereafter granted under applicable Law and not by way of limitation of any such rights, after the occurrence of an Event of Default, except where there is an agreement to the contrary, each Lender is hereby authorized by Canfor at any time or from time to time without notice to Canfor or to any other Person, any such notice being hereby expressly waived to the extent permitted by Law, to set off and to appropriate and to apply any and all deposits (general or special), time or demand, in each case whether matured or unmatured (and any other indebtedness) at any time held or owing by such Lender to or for the credit or account of Canfor against and on account of the Obligations of Canfor to such Lender, including all claims of any nature or description arising out of or connected with this Agreement or any of the other Credit Facility Documents, and although such obligations and liabilities or any of them shall be contingent and unmatured.

If any Lender is entitled to exercise any right of counter-claim, set-off or bankers’ lien or similar right with respect to the property of a Guarantor, or if under any applicable bankruptcy, insolvency or other similar Law it receives a secured claim the security for which is a debt owed by it to a Guarantor, it shall apportion the amount thereof proportionately between:

• (a) the Obligations owed by Canfor or such Guarantor, as the case may be, which amounts shall be applied in accordance with this Agreement; and

• (b) amounts otherwise owed to it by such Guarantor, as the case may be.

11.4 Currency Conversion After Acceleration

At any time following the occurrence of an Event of Default and the acceleration of the Obligations, each Lender shall be entitled to convert, with two Business Days’ prior notice to Canfor, its unpaid and outstanding US Dollar Advances or any of them to Prime Rate Advances. Any such conversion shall be calculated so that the resulting Prime Rate Advances shall be the Equivalent Amount in Cdn. Dollars on the date of conversion of the amount of US Dollars so converted. Any accrued and unpaid interest denominated in US Dollars at the time of any such conversion shall be similarly converted to Cdn. Dollars, and such Prime Rate Advances and accrued and unpaid interest thereon shall thereafter bear interest in accordance with Article 3.

11.5 Application of Recoveries

To the extent that the Administrative Agent receives or recovers monies pursuant to any right of enforcement under the Credit Facility Documents, such monies shall (without prejudice to the rights of the Administrative Agent to credit any monies received by it to any collateral account) be applied among the Lenders in the following order:

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• (a) first, in or towards payment of all of the Administrative Agent’s damages and disbursements (including amounts paid by the Administrative Agent pursuant to §9.4);

• (b) secondly, in or towards payment of the Obligations, the Bank Products Obligations and the Canfor Hedging Obligations pro rata to the respective aggregate amounts owing in respect of same;

• (c) thirdly, in payment to any Person to whom the Administrative Agent is obliged to pay in priority to the Credit Party otherwise entitled thereto, to the extent it is so obliged; and

• (d) fourthly, thereafter in payment to the Credit Party entitled thereto.

The fact that the Administrative Agent may make a payment pursuant to §(c) and/or (d) above or may determine that the Obligations, the Bank Products Obligations and the Canfor Hedging Obligations have been paid in full, will not thereafter prevent the Administrative Agent from applying any further monies, or any credit balance on any account, in the order set out in this §11.5. The Administrative Agent may satisfy any obligation to make a payment otherwise required under §(c) or (d) above by interpleading and paying the amount thereof into court.

12. THE ADMINISTRATIVE AGENT AND THE LENDERS

12.1 Authorization and Action

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on that Lender’s behalf and to exercise such powers under this Agreement and the other Credit Facility Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or such other Credit Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully indemnified and protected in so acting or refraining from acting) upon the instructions of the Lenders or relevant Majority Lenders and such instructions (and indemnification) shall be binding upon all Lenders; provided that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or such other Credit Facility Documents or applicable Law.

12.2 Duties and Obligations

The duties and obligations of the Administrative Agent under this Agreement shall be mechanical and administrative in nature, and the Administrative Agent shall not have, by reason of this Agreement or any other Credit Facility Document, any fiduciary relationship or duty with or to any Lender or any affiliate thereof.

Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Credit Facility Document except for its or their own

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gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent:

• (a) may treat any Lender as the payee of amounts attributable to such Lender’s Commitment unless and until the Administrative Agent receives written notice of the assignment thereof signed by such Lender and the Administrative Agent receives the written agreement of the assignee that such assignee is bound hereby as if it had been an original Lender party hereto, in each case in form satisfactory to the Administrative Agent and otherwise in accordance with §13.9;

• (b) may consult with legal counsel (including counsel for Canfor), independent chartered accountants and other experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts;

• (c) shall incur no liability under or in respect of this Agreement or any other Credit Facility Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax, electronic communication, telegram, cable, facsimile or similar means of recorded communication) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of Canfor made or deemed to be made hereunder or thereunder;

• (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary or it has received notice of such Default or Event of Default from Canfor or any Lender; and

• (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Person upon a certificate signed by or on behalf of such Person.

Further, the Administrative Agent:

• (a) does not make any warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy or completeness of the documents, information or financial data made available to the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Credit Facility Document;

• (b) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Facility Document on the part of Canfor or any other Person or to inspect any assets (including books and records); and

• (c) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Facility Document.

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The Administrative Agent shall promptly distribute to the Lenders copies of all material received from Canfor in compliance with Canfor’s reporting obligations hereunder.

12.3 The Administrative Agent and Affiliates

With respect to its Commitment and Accommodations made or provided and to be made or provided by it, the Administrative Agent, if it is also a Lender, shall have the same rights and powers under this Agreement and every other Credit Facility Document as any other Lender and may exercise the same as though it were not the Administrative Agent; and the terms “Lender and “Lenders” shall, unless otherwise expressly indicated, include the Administrative Agent in its capacity as Lender. Each Lender (including the Administrative Agent) and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Canfor and its Affiliates, or any corporation or other entity owned or controlled by such Persons, and any Person which may do business with such Persons, all as if it were not a party hereto and without any duty to account therefor to any Lender; provided that nothing in this §12.3 shall affect in any manner whatsoever any covenant or other obligation on the part of Canfor or any other Person to be observed or performed under this Agreement or any other Credit Facility Document.

12.4 Lender Credit Decision

It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of Canfor and its Affiliates. Accordingly, each Lender confirms to the Administrative Agent and each other Lender that it has not relied, and will not hereafter rely, on the Administrative Agent or any other Lender:

• (a) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by or on behalf of Canfor or any of its Affiliates under or in connection with this Agreement or any other Credit Facility Document or the transactions herein or therein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Administrative Agent or other Lender); or

• (b) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of Canfor or any of its Affiliates.

Each Lender acknowledges that a copy of this Agreement and of each Guarantee Agreement has been made available to it for its review and that it is satisfied with the form and substance of those documents.

12.5 Indemnifications

• (a) General . Subject to §12.5(b), each Lender shall indemnify the Administrative Agent, each respective Affiliate thereof, and each respective director, officer, and employee of the Administrative Agent and of each such Affiliate (to the extent not reimbursed by Canfor), with all other Lenders pro rata according to the respective amounts of their respective total Commitments under the Credit Facility, from and

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• against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent or any such Affiliate, director, officer or employee in any way relating to or arising out of this Agreement or any other Credit Facility Document or any action taken or omitted by the Administrative Agent or any such Affiliate, director, officer or employee under this Agreement or any such other Credit Facility Document to the extent that the Administrative Agent or such Affiliate, director, officer or employee is not reimbursed for such expenses by Canfor; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of an indemnitee. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent and each such Affiliate, director, officer or employee promptly upon demand for its share (determined rateably as aforesaid) of any out-of-pocket expenses (including counsel fees) incurred by the indemnitee in connection with the preservation of any rights of the Administrative Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or any such other Credit Facility Document, to the extent that the Administrative Agent or such Affiliate, director, officer or employee is not reimbursed for such expenses by Canfor.

• (b) Guarantee Agreements . Each Lender shall indemnify the Administrative Agent, each Affiliate thereof, and each respective director, officer, and employee of the Administrative Agent and of each such Affiliate (to the extent not reimbursed by Canfor), with all other Lenders pro rata according to the respective amounts of their respective total Commitments under the Credit Facility, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent or any such Affiliate, director, officer or employee in any way relating to or arising out of the Guarantee Agreements or any action taken or omitted by the Administrative Agent or any such Affiliate, director, officer or employee under the Guarantee Agreements to the extent that the Administrative Agent or such Affiliate, director, officer or employee is not reimbursed for such expenses by Canfor; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of an indemnitee. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent and each such Affiliate, director, officer or employee promptly upon demand for its share (determined rateably as aforesaid) of any out-of-pocket expenses (including counsel fees) incurred by the indemnitee in connection with the preservation of any rights of the Administrative Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, the Guarantee Agreements, to the extent that the Administrative Agent or such Affiliate, director, officer or employee is not reimbursed for such expenses by Canfor.

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12.6 Successor Agents

The Administrative Agent may, as hereinafter provided, resign at any time by giving written notice thereof to the Lenders and Canfor and may be removed at any time with cause by the Majority Lenders under the Credit Facility. Upon any such resignation or removal, the Lenders, after consultation with Canfor, shall have the right to appoint a successor Administrative Agent, which shall be a Lender. If no successor Administrative Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent shall on behalf of the Lenders forthwith designate one of the Lenders the pro tern successor Administrative Agent, and such designated Lender shall act as Administrative Agent under this Agreement pending the appointment of its successor. Upon the acceptance of any appointment as Administrative Agent under this Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from any further duties and obligations as the Administrative Agent under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 12 shall enure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

12.7 Sub-Agent or Co-Agent

At any time or times, in order to comply with any legal requirement in any province, state or other jurisdiction, or to facilitate the taking by the Administrative Agent of any action provided for in any Credit Facility Document, the Administrative Agent may appoint one or more trust companies, chartered banks or other Persons (any of whom may, but need not be, a Lender) to act either as coagent or sub-agent, jointly with the Administrative Agent or as a separate agent or agents on behalf of the Lenders, with such powers and authorities as the Administrative Agent deems necessary for the effective operation of the provisions of any Credit Facility Document. In the discretion of the Administrative Agent, any instrument or agreement appointing any such co-agent or sub-agent may include provisions for the protection of such co-agent or sub-agent similar to but no broader than the provisions of this Article 12. Upon the appointment of any such co-agent or sub-agent by the Administrative Agent, all references in this Agreement and in all other Credit Facility Documents to the Administrative Agent shall thereafter be construed as references to such coagent or sub-agent to the extent necessary in order to give effect to its powers, authorities and obligations.

12.8 Assignment of Credit Facility Documents

Upon the resignation or removal of the Administrative Agent pursuant to §12.6, the Administrative Agent shall assign and transfer to the successor Administrative Agent all of its right, title and interest, as agent, in and to the Credit Facility Documents. The successor Administrative Agent shall ensure that all required notices, registrations and filings in connection with such assignment are given or made, as the case may be, and Canfor shall reimburse the successor Administrative Agent for and in respect of all of its reasonable costs and expenses in connection therewith.

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12.9 Replacement of Swingline Lender

As of the Closing Date, HSBC is the Swingline Lender. Upon the request of the Borrower and subject to the approval of the Administrative Agent, the Swingline Lender may be replaced by another Tranche A Lender. Upon the effective date of such replacement and subject to an Advance by the other Tranche A Lenders to HSBC pursuant to §2.1(g)(4), the amount available to be drawn under HSBC’s Commitment in respect of Tranche A shall be increased by the Swingline Amount, and the new Swingline Lender’s Commitment in respect of Tranche A shall be reduced by the same amount.

Except as provided in the foregoing, the Swingline Lender may be replaced by an Assignee of the Swingline Lender pursuant to and in accordance with the provisions of §13.9(d).

12.10 Replacement of Reference Lender

The Administrative Agent may remove the Reference Lender and nominate and appoint any other Lender (or its Affiliate) to act as the Reference Lender under this Agreement. Any Reference Lender may resign at any time by giving notice thereof to the Administrative Agent. Upon receipt of such resignation notice, the Administrative Agent shall appoint a replacement Reference Lender who shall be one of the Lenders (or their Affiliates).

12.11 Erroneous Payments

• (a) If the Administrative Agent notifies a Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender or other recipient, a “ Payment Recipient ”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under §12.11(b) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “ Erroneous Payment ”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be held in trust for the benefit of the Administrative Agent, and such Lender (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent (i) in respect of amounts received in U.S. Dollars only, at the greater of the Federal Funds Effective Rate and a rate

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determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect, or (ii) in respect of amounts received Canadian Dollars only, at a rate determined by the Administrative Agent in accordance with prevailing banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this §12.11(a) shall be conclusive, absent manifest error.

• (b) Without limiting §12.11(a), each Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party, hereby agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

• (1) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

• (2) such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this §12.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this §12.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to §12.11(a) or on whether or not an Erroneous Payment has been made.

• (c) Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Credit Facility Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party under any Credit Facility Document with respect to any payment of principal, interest, fees or other amounts, against any amount due to the Administrative Agent under any of the immediately

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preceding §12.11(a) or 12.11(b) or under the indemnification provisions of this Agreement.

• (d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with §12.11(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “ Erroneous Payment Return Deficiency ”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned such amount (but not its Commitments) with respect to which such Erroneous Payment was made (the “ Erroneous Payment Impacted Facilities ”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of such amount (but not Commitments) of the Erroneous Payment Impacted Facilities, the “ Erroneous Payment Deficiency Assignment ”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any notes evidencing such amount to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the register its ownership interest in the amount subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to §13.9(d) (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any amount acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of

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such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such amount (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such amount acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such amount is then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

• (e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Credit Facility Documents with respect to such amount (the “ Erroneous Payment Subrogation Rights ”) ( provided that the Credit Parties’ Obligations under the Credit Facility Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of amounts that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party; provided that this §12.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided , further , that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

• (f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

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• (g) Each party’s obligations, agreements and waivers under this §12.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Facility Document.

13. MISCELLANEOUS

13.1 Financial Crimes and Sanctions Laws Acknowledgements and Indemnification

Each Credit Party acknowledges and agrees that:

• (a) Each of the Lenders, their Affiliates and Subsidiaries, and each of the Lenders’ service providers are required to act in accordance with the laws and regulations of various jurisdictions, including those which relate to Sanctions and the prevention of money laundering, terrorist financing, bribery, corruption and tax evasion;

• (b) Any of the Lenders, may take, and may instruct their Affiliates or Subsidiaries to take, to the extent such Lender or such Affiliate or Subsidiary is legally permitted to do so under the laws of its jurisdiction, any action (a “ Compliance Action ”) that such Lender or any such other Affiliate or Subsidiary, in its sole discretion, considers appropriate to act in accordance with Sanctions or domestic and foreign laws and regulations. Such Compliance Action may include but is not limited to the interception and investigation of any payment, communication or instruction or other information; the making of further enquiries as to whether a Person or entity is subject to any Sanctions; and the refusal to issue, pay, renew, extend or transfer any Bankers’ Acceptance or Letter of Credit or to process any transaction or instruction that, in any of the Lenders’ discretion, may not conform with Sanctions. Each of the Lenders will use reasonable commercial efforts to notify the Borrower of the existence of such circumstances as soon as is reasonably practicable, to the extent permitted by law;

• (c) None of the Lenders nor their Affiliates or Subsidiaries will be liable for any loss, cost, damage, claim, action, suit, liabilities, suffered or incurred by the Borrowers, any Guarantor or other Person, or for any delay or any failure of any of the Lenders or their Affiliates or Subsidiaries to perform its duties under this Agreement arising out of or relating to any Compliance Action taken by or on behalf of any of the Lenders, their Affiliates or Subsidiaries, or any of the Lenders’ service providers in their sole discretion;

• (d) Each of the Lenders may, in its sole discretion, refuse to issue, pay, renew, extend or transfer any Bankers’ Acceptance or Letter of Credit in connection with or relating to any countries, governments, entities or other Persons that are subject to Sanctions or limitations imposed by domestic or foreign laws, or by any of the Lenders, their Affiliates and Subsidiaries, and that each of the Lenders has the right, without prior notice to any Credit Party, to reject, refuse to pay, any demand, or not process any transaction or instruction that does not conform with any such Sanctions, or limitations; and

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• (e) The Borrower will indemnify each of the Lenders for all losses, costs, damages, claims, actions, suits, demands and liabilities suffered or incurred by or brought against any of the Lenders arising out of or relating to any Compliance Action, unless such losses, costs, damages, claims, actions, suits, demands and liabilities are determined by a final, non-appealable decision of a court of competent jurisdiction to have been caused solely and directly by the gross negligence or wilful misconduct of a Lender.

13.2 Sharing of Payments; Records.

• (a) The Swingline and Fronting Lender. Upon the occurrence of an Event of Default, adjustments shall be made among the Tranche A Lenders as set forth in this §13.2(a).

• (1) Unless the Swingline Lender and the Majority Lenders under Tranche A agree otherwise, if an Event of Default occurs, then the Swingline Lender will promptly request the Administrative Agent on behalf of Canfor (and for this purpose the Swingline Lender is irrevocably authorized by Canfor to do so) for a Borrowing by way of a Prime Rate Advance and/or a Base Rate Advance (as applicable) from the Tranche A Lenders pursuant to Article 3 to repay to the Swingline Lender the outstanding Swingline Advances. The Tranche A Lenders are irrevocably directed by Canfor to make any Prime Rate Advance and/or Base Rate Advance (as applicable) if so requested by the Swingline Lender and pay the proceeds thereof directly to the Administrative Agent for the account of the Swingline Lender. At all times thereafter the Swingline Tranche and the commitment of the Swingline Lender to make Swingline Advances thereunder shall be terminated and the Tranche A Lenders shall make such adjusting payments amongst themselves in the manner contemplated by §13.2(b) as may be required to ensure their respective participations in outstanding Advances reflect their respective Commitments under Tranche A. If at any time after an Event of Default occurs any Fronted Letter of Credit is drawn upon which results in a payment by the Fronting Lender thereunder (in this §13.2(a), an “ LC Payment ”), the Fronting Lender will promptly request the Administrative Agent on behalf of Canfor (and for this purpose the Fronting Lender is irrevocably authorized by Canfor to do so) for a Borrowing by way of a Prime Rate Advance and/or a Base Rate Advance (as applicable) from the Tranche A Lenders pursuant to Article 3 to reimburse the Fronting Lender for such LC Payment and the foregoing provisions of this §13.2(a)(1) shall equally apply to each such further Advance. Each Tranche A Lender unconditionally agrees to pay to the Administrative Agent for the account of the Swingline Lender or the Fronting Lender such Tranche A Lender’s rateable portion of each Advance requested by the Swingline Lender or the Fronting Lender on behalf of Canfor to repay Swingline Advances or LC Payments made by the Swingline Lender or the Fronting Lender.

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• (2) Except as provided in §13.2(a)(4), the obligations of each Tranche A Lender under §13.2(a)(1) are unconditional, shall not be subject to any qualification or exception whatsoever and shall be performed in accordance with the terms and conditions of this Agreement under all circumstances including:

• (A) any lack of validity or enforceability of Canfor’s obligations under §2.1(g);

• (B) the occurrence of any Default or Event of Default or the exercise of any rights by the Administrative Agent under §11.2; and

• (C) the absence of any demand for payment being made, any proof of claim being filed, any security being enforced, any proceeding being commenced or any judgment being obtained by the Swingline Lender or the Fronting Lender against Canfor.

• (3) If a Tranche A Lender (a “ Defaulting Lender ”) fails to make payment on the due date therefor of any amount due from it for the account of the Swingline Lender or the Fronting Lender pursuant to §13.2(a)(1) (the balance thereof for the time being unpaid being referred to in this §13.2(a)(3) as an “overdue amount”) then, until the Swingline Lender or the Fronting Lender has received payment of that amount (plus interest as provided below) in full (and without in any way limiting the rights of the Swingline Lender or the Fronting Lender in respect of such failure):

• (A) the Swingline Lender or the Fronting Lender shall be entitled to receive any payment which the Defaulting Lender would otherwise have been entitled to receive in respect of Tranche A or otherwise in respect of any Credit Facility Document; and

• (B) the overdue amount shall bear interest payable by the Defaulting Lender to the Swingline Lender or the Fronting Lender at the rate payable by Canfor in respect of the Obligations which gave rise to such overdue amount.

• (4) If for any reason an Advance may not be made pursuant to §13.2(a)(1) to reimburse the Swingline Lender or the Fronting Lender as contemplated thereby, then promptly upon receipt of notification of such fact from the Administrative Agent, each Tranche A Lender shall deliver to the Administrative Agent for the account of the Swingline Lender or the Fronting Lender in immediately available funds the purchase price for such Tranche A Lender’s participation interest in the relevant unreimbursed Swingline Advances or LC Payments. Each Tranche A Lender shall, upon demand by the Swingline Lender or the Fronting Lender made to the Administrative Agent, deliver to the Administrative Agent for the account of the Swingline Lender or the Fronting Lender interest on such Tranche A Lender’s rateable portion from the date of payment by the Swingline Lender or the Fronting Lender of such unreimbursed Swingline Advances or LC

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Payments until the date of delivery of such funds to the Swingline Lender or the Fronting Lender by such Tranche A Lender at a rate per annum equal to the Federal Funds Effective Rate (if reimbursement is to be made in US Dollars) or the one month CDOR (if reimbursement is to be made in Canadian Dollars) for such period. Such payment shall only, however, be made by the Tranche A Lenders in the event and to the extent the Swingline Lender or the Fronting Lender has not been reimbursed in full by Canfor for interest on the amount of such unreimbursed Swingline Advances or LC Payments.

• (5) The Swingline Lender or the Fronting Lender shall, forthwith upon its receipt of any reimbursement (in whole or in part) by Canfor for any unreimbursed Swingline Advances or LC Payments in relation to which other Tranche A Lenders have purchased a participation interest pursuant to §13.2(a)(4) or of any other amount from Canfor or any other Person in respect of such payment (other than pursuant to §2.1(g)), transfer to such other Tranche A Lender such other Tranche A Lender’s rateable share of such reimbursement or other amount. In the event that any receipt by the Swingline Lender or the Fronting Lender of any reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under any applicable insolvency legislation or is otherwise required to be returned, such Tranche A Lender shall promptly return to the Swingline Lender or the Fronting Lender any portion thereof previously transferred to it by the Swingline Lender or the Fronting Lender, without interest to the extent that interest is not payable by the Swingline Lender or the Fronting Lender in connection therewith.

• (6) For the purpose of this §13.2(a), if an Event of Default has occurred and the Swingline Tranche has been terminated pursuant to §13.2(a)(1), then thereafter in determining the rateable portion or share of a Tranche A Lender, (A) the amount of the Commitment under Tranche A of the Tranche A Lender who was also a Swingline Lender at the time when the Swingline Tranche was terminated, and (B) the total Commitments under Tranche A, shall in both cases be deemed to be increased by the amount of the Swingline Amount.

• (b) Sharing . If:

• (1) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to §11.3 or at law or equity, or otherwise) on account of Accommodations in excess of its rateable share of payments on account thereof, other than Increased Costs paid to it and other than any payment made to it by (i) the Administrative Agent in accordance with the provisions hereof in connection with Tranche A or Tranche B, or (ii) Canfor in connection with the Swingline; or

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• (2) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations;

then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders.

In the case of paragraph (1) of this §13.2(b), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

Any Lender purchasing a participation from another Lender pursuant to this §13.2 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of Canfor in the amount of such participation.

• (c) Records . The Principal Outstanding under the Credit Facility, the unpaid interest accrued thereon, the interest rate or rates applicable to any unpaid principal amounts, the duration of such application, the date of acceptance or issue, Face Amount and maturity of all Bankers’ Acceptances and Letters of Credit and the Commitments shall at all times be ascertained from the records of the Administrative Agent, which shall be conclusive absent demonstrated error.

13.3 Amendments, etc.

• (a) Amendments - General . Subject to §13.3(b), no amendment or waiver of any provision of this Agreement or of any other Credit Facility Document, nor any consent to any departure by any Credit Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the relevant Majority Lenders (or by the Administrative Agent on their behalf), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

• (b) Amendments - Unanimous . No instrument shall, unless in writing and signed by all the Lenders (or by the Administrative Agent on their behalf):

• (1) waive any of the conditions specified in Article 6;

• (2) increase the Commitment of any Lender or subject any Lender to any additional obligation;

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• (3) reduce the principal of, or interest on, or discount rate applicable to any Accommodation or any fees hereunder;

• (4) amend the Maturity Date for any Tranche (other than the Swingline Tranche, the Maturity Date of which shall be automatically extended to the same extent as the Tranche A Maturity Date) or otherwise postpone any date fixed for any payment of principal of, or interest on, any Accommodation or any fees hereunder, or subordinate the Obligations or any portion thereof to any Indebtedness;

• (5) amend the terms of §9.2(c), provided that any waiver of a breach of §9.2(c) need only be approved under §13.3(a);

• (6) amend the definition of “Majority Lenders” or otherwise reduce the number or percentage of Lenders required to act under this Agreement;

• (7) except as permitted by §9.2(b), permit a change in Canfor or an assignment or transfer of any of its rights or obligations under any Credit Facility Document;

• (8) release or subordinate the Guarantee Agreements except as required under §8.4;

• (9) change the types of Accommodations available under the Credit Facility;

• (10) except as permitted by §2.2(d), change the percentage of any Lender’s Commitment;

• (11) change the nature or extent of any security for the Credit Facility; or

• (12) amend the provisions of this §13.3.

• (c) Amendments - Administrative Agent . No amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under any Credit Facility Document unless such amendment, waiver or consent is in writing and approved by the Administrative Agent in addition to the Majority Lenders under the Credit Facility.

• (d) Fronting Lender . No amendment, waiver or consent shall, unless approved by the Fronting Lender, affect the rights or obligations of the Fronting Lender with respect to Fronted Letters of Credit.

• (e) Swingline Lender . No amendment, waiver or consent shall, unless approved by the Swingline Lender, affect the rights or obligations of the Swingline Lender with respect to Swingline Advances.

• (f) Conforming Changes. The Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Facility Document or to enter into additional Credit Facility Documents as the Administrative Agent deems appropriate in order

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to implement any Benchmark Replacement or any Conforming Change or otherwise effectuate the terms of §3.4 in accordance with the terms thereof. In the foregoing circumstances, the Administrative Agent shall promptly notify each Lender after such amendments, modifications or additional Credit Facility Documents becoming effective.

13.4 Notices, etc.

• (a) Notices . Any and all notices or other communications required or permitted pursuant to this Agreement shall be in writing and shall be personally delivered by courier or telecopied to the addressee at the address referred to below, in which case such notice or other communication shall conclusively be deemed to have been given to the addressee thereof on the day upon which it was delivered or received by telecopy if delivered or received prior to the relevant time on such day (or on the next Business Day if received after the relevant time or if received on a day that is not a Business Day). For this purpose, the “ relevant time ” shall be 1:00 p.m. (local time of the addressee) in the case of a Notice, and 3:00 p.m. (local time of the addressee) in all other cases. The addresses referred to above for Canfor and the Administrative Agent are as follows, and in respect of the Lenders as set forth on the execution pages of this Agreement:

Canfor

==> picture [192 x 73] intentionally omitted <==

Administrative Agent

Bank of Montreal

[Redacted: Notice details]

==> picture [231 x 84] intentionally omitted <==

with a copy to:

BMO Capital Markets

==> picture [175 x 59] intentionally omitted <==

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• (b) Change . Each party may change its address for service by written notice, given in the manner provided above, to the other parties and such change shall be effective upon the date the notice shall be deemed to be received.

• (c) Deliveries . All deliveries of financial statements and other documents to be made by Canfor to the Lenders hereunder shall be made by making delivery of such financial statements and documents to the Administrative Agent (in sufficient copies for the Administrative Agent and Lenders) to the address in §13.4(a) or to such other address as the Administrative Agent may from time to time notify to Canfor. All such deliveries shall be effective only upon actual receipt.

• (d) Notice Irrevocable . Each Notice shall be irrevocable and binding on Canfor.

• (e) Reliance . The Administrative Agent may act upon the basis of telephonic notice believed by it in good faith to be from Canfor prior to receipt of a Notice. In the event of conflict between the Administrative Agent’s record of the applicable terms of any Accommodation and such Notice, the Administrative Agent’s record shall prevail, absent demonstrated error.

13.5 No Waiver; Remedies

No failure on the part of the Administrative Agent, or any of the Lenders to exercise, and no delay in exercising, any right under any Credit Facility Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right under any Credit Facility Document preclude any other or further exercise thereof or the exercise of any other right. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by Law.

13.6 Expenses

Canfor shall pay to the Administrative Agent, on its own account and on behalf of the Lenders, all reasonable costs and expenses (including all reasonable legal fees and disbursements on a full reimbursement basis) incurred by the Administrative Agent in connection with this Agreement, the other Credit Facility Documents and the Credit Facility, including:

• (a) the negotiation, preparation, printing, execution, delivery and interpretation, both prior and subsequent to the Closing Date, of this Agreement and any other Credit Facility Document (in this §13.6, collectively, the “ Documents ”);

• (b) the performance by the Administrative Agent of its obligations and duties under any Document;

• (c) the fees and expenses of consulting and other expert or professional services; provided that, prior to the occurrence of a Default or an Event of Default, the provider of such services has been approved by Canfor, which approval shall not be unreasonably withheld;

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• (d) advice of counsel with respect to matters relating to the Credit Facility, any Document or any transaction contemplated thereunder, including all reasonable legal fees and other out-of-pocket expenses incurred by the Administrative Agent;

• (e) the enforcement of any Document or the enforcement or preservation of rights under, and the refinancing, renegotiation or restructuring (including negotiation of any so-called “workout” or similar transaction) of the Credit Facility under, this Agreement or any other Document or the bringing of any action, suit or proceeding with respect to the enforcement of any Document or any such right or seeking any remedy which may be available to the Administrative Agent or the Lenders at law or in equity;

• (f) the maintenance of the registration, filing and the perfection of any security and the Liens thereof; and

• (g) any amendments, waivers or consents requested by Canfor pursuant to the provisions hereof or any other Document.

The obligations of Canfor under this §13.6 shall survive the payment and performance of the Obligations.

13.7 Judgment Currency

• (a) Exchange Rate . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder to the Administrative Agent or a Lender in one currency (in this §13.7, the “ Original Currency ”) into another currency (in this §13.7, the “ Judgment Currency ”), the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or Lender could purchase the Original Currency with the Judgment Currency on the Business Day preceding that on which final judgment is paid or satisfied.

• (b) Obligation . The obligations of Canfor in respect of any sum due in the Original Currency from it to the Administrative Agent or a Lender under any Credit Facility Document shall, notwithstanding any judgment in any Judgment Currency, be discharged only to the extent that, on the Business Day following receipt by the Administrative Agent or Lender of any sum adjudged to be so due in such Judgment Currency, the Administrative Agent or Lender may in accordance with normal banking procedures purchase the Original Currency with such Judgment Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Administrative Agent or Lender in the Original Currency, Canfor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or Lender against such loss and, if the amount of the Original Currency so purchased exceeds the sum originally due to the Administrative Agent or Lender in the Original Currency, such Administrative Agent or Lender agrees to remit such excess to Canfor.

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13.8 Governing Law

• (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

• (b) Submission to Jurisdiction . Each party hereby irrevocably submits to the jurisdiction of the courts of British Columbia in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defence of an inconvenient forum to the maintenance of such action or proceeding. As an alternative to any other method of service permitted by applicable Law, each party also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address referred to in §13.4 or at such other address as it may direct in accordance with §13.4. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

• (c) Non-Exclusive . Nothing in this §13.8 shall affect the right of any party to serve legal process in any other manner permitted by Law or affect the right of any Lender to bring any action or proceeding against any Credit Party or its property in the courts of other jurisdictions.

• (d) Trial by Jury . Each of the parties hereto, to the fullest extent permitted by Law, hereby waives its rights to a trial by jury.

13.9 Successors and Assigns

• (a) Enurement . This Agreement shall become effective when it shall have been executed by the parties and thereafter shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

• (b) Assignment by Canfor . Canfor shall not have the right to assign its rights or obligations hereunder or any interest herein without the prior consent of all the Lenders, which consent may be withheld by the Lenders in their sole and absolute discretion; provided that the foregoing shall not prohibit a Permitted Merger by Canfor.

• (c) Participation . A Lender may at any time sell to one or more other Persons (each a “ Participant ”) participating interests in all or any part of the Credit Facility. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to Canfor shall remain unchanged, such Lender shall remain solely responsible for the performance thereof and Canfor shall continue to be obligated to such Lender in connection with such Lender’s rights under this Agreement. No Participant, unless such Participant is an Affiliate of such Lender, or is itself a Lender, shall be entitled to require such Lender to take or

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refrain from taking any action hereunder or under any other Credit Facility Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described in §13.3(b)(3) or §13.3(b)(4). Canfor agrees that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared to be or shall have become due and payable further to the occurrence of an Event of Default, each Participant that was disclosed to Canfor at the time of creation of the relevant participation shall be deemed to have the right of setoff, if any, in respect of its participating interests in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as such Lender under this Agreement. Canfor also agrees that each Participant shall be entitled to the benefits of §10.5 with respect to its participation hereunder; provided that no Participant shall be entitled to receive any greater amount pursuant to such section, nor shall Canfor as a result thereof be required to pay any greater amount, than such Lender would have been entitled to receive, or that Canfor would have been required to pay, in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred.

• (d) Assignments . A Lender (an “ Assignor ”) may at any time, and, where no Event of Default has occurred, with the consent of the Administrative Agent and Canfor (which consent will not be unreasonably withheld), sell all or any part of its rights and obligations hereunder to one or more Persons (each an “ Assignee ”) in respect of a minimum aggregate amount of Commitment of Cdn. $5,000,000 and in further increments of Cdn. $1,000,000, and in such event shall provide three Business Days’ notice thereof to the Administrative Agent and Canfor. Upon such sale (other than a sale where the Assignee is a Federal Reserve Bank in the United States and does not assume any of the obligations of the Assignor hereunder and the Assignor is not released from its obligations hereunder, in which case the balance of this §13.9(d) shall not apply), the Assignor shall, to the extent of such sale, be released from its obligations hereunder and each of the Assignees shall become a party hereto to the extent of the interest so purchased. Any such sale by an Assignor shall not be effective unless and until (1) the Assignor has paid to the Administrative Agent an assignment processing fee in the amount of Cdn. $5,000, (2) the Assignee has executed an instrument substantially in the form of Schedule 5 whereby such Assignee has agreed to be bound by the terms hereof as a Lender and has agreed to a specific Commitment under the Credit Facility and a specific address and fax number for the purpose of notices as provided in §13.4, and (3) a copy of a fully executed copy of such instrument has been delivered to each of the Administrative Agent and Canfor. Upon any such sale becoming effective, Schedule 1 shall be deemed to be amended to include the Assignee as a Lender including the specific Commitment, address and fax number as aforesaid and the Commitment of the Assignor shall be deemed to be reduced by the amount of the Commitment assigned to the Assignee. No Lender (including an Assignee) shall, after an assignment made pursuant to this §13.9(d), hold an amount of Commitment less than Cdn. $5,000,000.

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Prior to the occurrence of an Event of Default, any assignment pursuant to this §13.9(d) shall require the prior written approval of Canfor and the Administrative Agent, which will not be unreasonably withheld.

• (e) Information . Canfor authorizes the Administrative Agent and the Lenders to disclose to any Participant or Assignee (each, a “ Transferee ”) and any prospective Transferee and authorizes the Administrative Agent and the Lenders to disclose to any other Lender any and all financial information in their possession concerning Canfor and its Affiliates which has been delivered to them by or on behalf of Canfor pursuant to this Agreement or which has been delivered to them by or on behalf of Canfor in connection with their credit evaluation prior to becoming a party to this Agreement, so long as any such Transferee or prospective Transferee agrees to comply with §13.11.

• (f) Restrictions on Participations and Assignments by Lenders . Notwithstanding anything to the contrary contained in §13.9(c) or §13.9(d) or any other provision of this Agreement:

• (1) a Lender who is a “resident” of Canada within the meaning of the Income Tax Act (Canada) shall not sell participating interests in all or any part of the Credit Facility to, or assign all or any part of its rights and obligations hereunder in respect of the Credit Facility to, any Person who is not such a “resident” of Canada unless such Person provides to Canfor such information with respect to such Person as is reasonably necessary in order to permit Canfor to comply with any applicable Law, or any applicable guideline, official directive, request or direction (whether or not having the force of Law) of any Governmental Body, requiring Canfor to deduct or withhold any amount on account of Taxes from or in respect of any payment made pursuant to this Agreement to such Person;

• (2) any participation or assignment pursuant to this §13.9 shall not subject Canfor to any increased rate of withholding Tax on payments on account of the Obligations having regard to the applicable Laws at the time of such participation or assignment; and

• (3) any assignment by the Swingline Lender of its rights and obligations hereunder in respect of the Swingline Tranche must be of all such rights and obligations in the Swingline Amount to one Person.

• (g) Pledges to Federal Reserve Banks . Notwithstanding any other provision of this Agreement, any Lender governed by the applicable Laws of the United States may at any time assign all or a portion of its rights under this Agreement and the other Credit Facility Documents to a Federal Reserve Bank. No such assignment shall relieve the assigning Lender from its obligations under this Agreement or the other Credit Facility Documents.

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13.10 Conflict

In the event of a conflict between the provisions of this Agreement and the provisions of any other Credit Facility Document, the provisions of this Agreement shall prevail.

13.11 Confidentiality

Information provided by Canfor hereunder will not be disclosed by the Administrative Agent or any Lender or used by the Administrative Agent or any Lender for any purpose other than evaluation, monitoring and review pursuant to this Agreement; provided that such information may be disclosed:

• (a) as contemplated by §13.9(e) if such Participant or Assignee is advised such information is confidential and agrees to treat such information as confidential;

• (b) to any director, officer or employee of the Administrative Agent or that Lender or its Affiliates involved with the Credit Facility or that otherwise has a need for such information; provided that same is treated in the same manner as other confidential information held by the Administrative Agent or that Lender;

• (c) to legal counsel, accountants and other consultants and professional advisors determined by the Administrative Agent or that Lender to require such information for the purpose of assisting in or advising upon such evaluation, monitoring and review, if such Persons are advised that such information is confidential to Canfor;

• (d) pursuant to applicable Law;

• (e)

• to the extent that such information is public;

• (f) to the extent that such information was previously known to the Administrative Agent or that Lender through means other than Canfor, or was acquired from a third party not known to the Administrative Agent or that Lender to be under a duty of confidentiality to Canfor or its relevant Affiliate; and

• (g) to trade organizations for the lending industry, in the case of information relating to the financing transactions contemplated by this Agreement that is necessary and customary for inclusion in league table measurements.

13.12 Severability

The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

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13.13 Prior Understandings

This Agreement supersedes all prior understandings and agreements, whether written or oral, among the parties relating to the transactions provided for herein.

13.14 Time of Essence

Time shall be of the essence hereof.

13.15 Counterparts

This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, as in provided Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Transaction Acts (British Columbia) or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document delivered by fax or other electronic transmission.

[The Balance of this Page is Intentionally Left Blank.]

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

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BORROWER: ADMINISTRATIVE AGENT:
CANFOR PULP LTD. BANK OF MONTREAL
Per:____
P er: ___ __ Per:_____
���������������
���������������������
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LENDERS:

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BANK OF MONTREAL Bank of Montreal
885 West Georgia Street, 18th Floor
Per:____ Vancouver, BC V6C 3G1
Per:____
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HSBC BANK CANADA HSBC Bank Canada Suite 200, 885 West Georgia Street Per:____ Vancouver, B.C. V8C 3G1 Per:____ Fax No. (604) 641-1808 CANADIAN IMPERIAL BANK OF Canadian Imperial Bank of Commerce COMMERCE 161 Bay Street 8[th] Floor Per:____ Toronto, Ontario M5J 2S8 Per:____

[Signature Page – 5[th] ARCA]

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

BORROWER:

ADMINISTRATIVE AGENT:

CANFOR PULP LTD.

Per:_______

BANK OF MONTREAL

[Redacted: Signature] Per:_ ___ Per:_____

LENDERS:

BANK OF MONTREAL Bank of Montreal 885 West Georgia Street, 18th Floor Per: _____________ Vancouver, BC V6C 3G1 [Redacted: Signature]_ Per:____

HSBC BANK CANADA HSBC Bank Canada Suite 200, 885 West Georgia Street Per:____ Vancouver, B.C. V8C 3G1 Per:____ Fax No. (604) 641-1808

CANADIAN IMPERIAL BANK OF Canadian Imperial Bank of Commerce COMMERCE 161 Bay Street 8[th] Floor Per:____ Toronto, Ontario M5J 2S8 Per:____

[Signature Page – 5[th] ARCA]

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[Redacted: Signature]
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IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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BORROWER: ADMINISTRATIVE AGENT:
CANFOR PULP LTD. BANK OF MONTREAL
Per:____
Per:____ Per:____
LENDERS:
BANK OF MONTREAL Bank of Montreal
885 West Georgia Street, 18th Floor
Per:____ Vancouver, BC V6C 3G1
Per:_______
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HSBC BANK CANADA HSBC Bank Canada Suite 200, 885 West Georgia Street Per:____ Vancouver, B.C. V8C 3G1 Per:____ Fax No. (604) 641-1808

CANADIAN IMPERIAL BANK OF Canadian Imperial Bank of Commerce COMMERCE 161 Bay Street 8[th] Floor Per:_ _ Toronto, Ontario M5J 2S8 Peter Yoo, Director [Redacted: Signature] Per: __ Mark Saraiva Executive Director

[Signature Page – 5[th] ARCA]

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SCHEDULE 1 LENDERS, LENDING BRANCHES AND COMMITMENTS

SWINGLINE TRANCHE: LENDING BRANCH COMMITMENT HSBC Bank Canada Suite 200 885 West Georgia Street Vancouver, B.C. V6C 3G1 Swingline Tranche

TRANCHE A: LENDING BRANCH COMMITMENT Bank of Montreal 885 West Georgia Street, 18th Floor Vancouver, BC V6C 3G1 HSBC Bank Canada Suite 200 885 West Georgia Street Vancouver, B.C. V6C 3G1 Canadian Imperial Bank of Commerce CIBC Main Branch Commerce Court Toronto, Ontario Transit # 0002 Tranche A Total TRANCHE B:

LENDING BRANCH COMMITMENT

Bank of Montreal 885 West Georgia Street, 18th Floor Vancouver, BC V6C 3G1 [Redacted: Lenders' commitments]

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HSBC Bank Canada Suite 200 885 West Georgia Street Vancouver, B.C. V6C 3G1 Canadian Imperial Bank of Commerce CIBC Main Branch Commerce Court Toronto, Ontario Transit # 0002

Tranche B Total

[Redacted: Lenders' commitments]

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SCHEDULE 2 ACCOMMODATION REQUEST

TO: Bank of Montreal Attention: <@> FROM: <@> (the “Borrower’) DATE: <@>

This notice is delivered to you, as Administrative Agent, pursuant to that certain Fifth Amended and Restated Credit Agreement dated for reference May 2, 2023, between, inter alia, the Borrower, Bank of Montreal as Administrative Agent, and the Lenders referred to therein, as amended, supplemented, restated or replaced from time to time (the “ Credit Agreement ”). All defined terms set forth, but not otherwise defined, in this notice shall have the respective meanings set forth in the Credit Agreement, unless the context requires otherwise.

• 1) The Borrower hereby requests an Accommodation as follows:

a) Tranche: b) Date: c) Aggregate amount of Accommodation: Cdn. $__ US $_ d) Type and Amount of Accommodation (i) Amount Converted from (if Applicable) ( ) Prime Rate Cdn. $ __ ___ Advance ( ) Base Rate US $ ___ _______ Advance

• (ii) ( ) Bankers’ Acceptances (or BA Equivalent Loans pursuant to §4.11 of the Credit Agreement)

Face Amount Terms Rollover Amount Converted from (if Applicable) Cdn. $ _ __ Cdn. $ _ __

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(iii) ( ) SOFR Advance
Amount Interest Period Rollover Amount Converted from
(if Applicable)
US $ _ __ US $ _ __
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• (iv) Fronted Letter of Credit ( )

Amount Maturity Date Beneficiary US$ or Cdn. $

• 2) As at the date hereof (without giving effect to the Accommodation requested hereby), the total amount of Accommodations previously drawn under Sub-Tranche A1 and SubTranche A2 are as follows:

• a. Sub-Tranche A1: Cdn. ;_and b. Sub-Tranche A2: Cdn. ;

• 3) In the case of an Accommodation that would increase the aggregate Principal Outstanding under any Tranche, all of the representations and warranties of the Borrower set forth in Article 7 of the Credit Agreement and in every other Credit Facility Document, other than those which by their terms are made only as of a specific date, are true and correct in all material respects as at the date hereof, as though made on and as of the date hereof.

• 4) No Event of Default has occurred and is continuing.

• 5) [NOTE: In the case of an Accommodation under Tranche A (other than Sub-Tranche A1 or Sub-Tranche A2)] The Accommodation requested hereby will not be used for any purpose related to the Project.

• 6) [NOTE: In the case of an Accommodation under Sub-Tranche A1, Sub-Tranche A2 or Tranche B] Attached hereto as an exhibit is a copy of the Progress Report, current as at ___, which report remains true and complete as at the date hereof. The Accommodation requested hereby will be applied to the Project Costs listed in the Progress Report attached hereto.

• 7) [NOTE: In the case of an Accommodation under Sub-Tranche A2.] As at the date hereof, the Borrower is in compliance with the Minimum Liquidity Test pursuant to §9.3(b). Attached hereto as schedule are details in relation to the calculation of the test. Specifically:

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• a. Canfor has maintain a balance of cash and Cash Equivalents (in all cases, free and clear of any Liens other than Permitted Encumbrances) is equal to $_______;

• b. The amount of the undrawn portion under Tranche A is equal to $_______

• c. The amount of the undrawn portion under the Swingline Tranche is equal to $_______

• d. The sum of (a), (b) and (c) above is not less than Cdn. $25,000,000.

• 8) The balance of the Project Costs Round-Up Amount is Cdn. $__ and it will be [increased / decreased] by Cdn. $__ to Cdn. $______ after giving effect of the giving effect to the Accommodation requested hereby.

DATED this __ day of __, 20___.

<@>

Per: ________

Title: ________

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SCHEDULE 3 FORM OF REPAYMENT/CANCELLATION NOTICE

TO: Bank of Montreal Attention: <@> FROM: <@> (the “Borrower) DATE: <@>

This notice is delivered to you, as Administrative Agent, pursuant to that certain Fifth Amended and Restated Credit Agreement dated for reference May 2, 2023 between, inter alia, the undersigned Borrower, Bank of Montreal as Administrative Agent, and the Lenders referred to therein, as amended, supplemented, restated or replaced from time to time (the “ Credit Agreement ”). All defined terms set forth, but not otherwise defined, in this notice shall have the respective meanings set forth in the Credit Agreement, unless the context requires otherwise.

Notice is hereby given in accordance with § of the Credit Agreement that the undersigned wishes to cancel the aggregate Commitments allocated to Tranche by the amount of Cdn. $______ effective (date) .

Notice is hereby given in accordance with § of the Credit Agreement that the undersigned commits to repay the _under Tranche _ in the amount of US/Cdn. $_ on __, _.

DATED this __ day of ___, _____.

<@>

By: ____ Title: ______

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SCHEDULE 4 DESIGNATED SUBSIDIARIES

(for purposes of §7.7)

Canfor Pulp and Paper Sales Ltd. — 100% owned by Canfor Canfor Pulp International Ltd. — 100% owned by Canfor

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SCHEDULE 5 FORM OF ASSIGNMENT

Dated ___, 20.

Reference is made to the fifth amended and restated credit agreement dated for reference May 2, 2023 (the “ Credit Agreement ”), between, inter alia , Canfor Pulp Ltd. as Borrower, Bank of Montreal as Administrative Agent, and the Lenders referred to therein as Lenders.

Terms defined in the Credit Agreement are used herein as therein defined.

___ (the “ Assignor ”) and _____ (the “ Assignee ”) agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, a Cdn. $_ interest in the Tranche A Commitment and/or a Cdn. $_ interest in the Tranche B Commitment and all of the Assignor’s related and proportionate rights and obligations under the Credit Agreement and any agreements, documents and instruments delivered pursuant thereto (collectively, the “ Loan Documents ”) as of the Effective Date (as defined below) (including, without limitation, such proportionate interest in the Assignor’s Commitment as in effect on the Effective Date and the Accommodations made available by the Assignor under the Credit Facility and outstanding on the Effective Date).

2. The Assignor (i) represents and warrants that as of the date hereof its Commitment is Cdn. $_ under Tranche A and/or Cdn. $_ under Tranche B (without giving effect to assignments thereof which have not yet become effective, including, but not limited to, the assignment contemplated hereby); (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by it; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of Canfor or any affiliate thereof or the performance or observance by Canfor or any such affiliate of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; and (v) gives notice to the Administrative Agent of the assignment to the Assignee hereunder.

3. The effective date of this Assignment (the “ Effective Date ”) shall be the later of and the date that is three Business Days after the date on which a copy of a fully executed copy of this Assignment has been delivered to Canfor and the Administrative Agent in accordance with §13.9(d) of the Credit Agreement, and an assignment fee in the amount of Cdn. $5,000 has been paid to the Administrative Agent.

4. The Assignee hereby agrees to the specific Commitment(s) in the amount of Cdn. $_ under Tranche A and/or Cdn. $_ under Tranche B and to the

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address and fax number set out after its name on the signature page hereof for the purpose of notices as provided in §13.4 of the Credit Agreement.

1. As of the Effective Date (i) the Assignee shall, in addition to any rights and obligations under the Loan Documents held by it immediately prior to the Effective Date, have the rights and obligations under the Loan Documents that have been assigned to it pursuant to this Assignment and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Loan Documents.

2. The Assignor and Assignee shall made all appropriate adjustments in payments under the Loan Documents for periods prior to the Effective Date directly between themselves.

3. This Assignment shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein.

There shall be no novation or re-creation of any of the obligations of Canfor under any of the Loan Documents by reason of the assignment provided for herein.

[ASSIGNOR]

By:_____ Title [ASSIGNOR] By:_____ Title Address____ _____ _____ Attention:____ Telefax:_____

Approved as of ___, 20____. (which shall be the Effective Date).

BANK OF MONTREAL

as Administrative Agent

By:____

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Canfor hereby consents to the foregoing assignment as of the Effective Date ( applicable only where no Event of Default )

CANFOR PULP LTD.

By: _____

By: _____

[OR, after it becomes the borrower under the Credit Facility]

By: ___ By: ___

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SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE

Quarterly Compliance Certificate For the Financial Quarter Ended _____ (the “ Compliance Date ”)

Reference is made to that certain Fifth Amended and Restated Credit Agreement dated for reference May 2, 2023 between, inter alia, the undersigned borrower, Bank of Montreal as Administrative Agent, and the Lenders referred to therein, as amended, supplemented, restated or replaced from time to time (the “ Credit Agreement ”). Terms defined in the Credit Agreement are used herein as therein defined.

We certify as follows:

1. As at the Compliance Date, the Total Debt to Total Capitalization Ratio was ___:1.0

2. [If applicable] For the Financial Quarter ended on the Compliance Date, the EBITDA Interest Coverage Ratio was ___:1.0

3. As at the Compliance Date, Shareholders’ Equity was $___ and the adjustments made to Shareholders’ Equity for the Financial Quarter ended on the Compliance Date were as follows:

4. No Default or Event of Default has occurred and is continuing [or, if a Default or Event of Default has occurred and is continuing, specify] .

5. All of the representations and warranties contained in any of the Credit Facility Documents are true and correct in all material respects on and as of the date hereof as though made on such date (unless expressly stated to be made on and as of the Closing Date or some other specified date) [or, if not so true and correct, specify].

6. Attached hereto as a schedule is a copy of the Progress Report, current as at ___, which report remains true and complete as at the date hereof.

7. As at the date hereof, the total amount of Accommodations previously drawn under SubTranche A1 and Sub-Tranche A2 are as follows:

8. (a) Sub-Tranche A1: Cdn. ;_and (b) Sub-Tranche A2: Cdn. .

9. [NOTE: In the case of an Accommodation under Sub-Tranche A2 only] As at the date hereof, the Borrower is in compliance with the Minimum Liquidity Test pursuant to §9.3(b). Attached hereto as schedule are details in relation to the calculation of the test. Specifically:

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• (a) Canfor has maintain a balance of cash and Cash Equivalents (in all cases, free and clear of any Liens other than Permitted Encumbrances) is equal to $_______;

• (b) The amount of the undrawn portion under Tranche A is equal to $_______

• (c) The sum of (a) and (b) above is not less than Cdn. $25,000,000.

• The balance of the Project Costs Round-Up Amount is Cdn. $__.

The foregoing ratios and percentages were calculated as follows (all amounts in Cdn. $000’s):

Show calculations.

DATED this __ day of ____, 20___.

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Per: _______ Name: Title:

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SCHEDULE 7 REQUIRED NOTICE

In each case, given not later than 1:00 p.m. (Toronto time)

Prime Rate Advances Base Rate Advances Drawings SOFR Advances Letters of Credit Permanent Reduction of Commitments

1 Business Day 1 Business Day 2 Business Days 3 Business Days 2 Business Days 5 Business Days

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SCHEDULE 8 ILLUSTRATIVE PROJECT PROGRESS REPORT

Canfor Pul Ltd. p

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Progress Report The project high level cost tracking summary is as follows:

1) Budget $ 2) Committed to Date $ 3) Commitments to Complete $ Mechanical Equipment & Materials $ Mechanical Installation $ Civil / Structural Installation $ Electrical/Instrumentation/Power $ Piping $ Engineering $ Other Indirect Costs $ Capital Spares $ Other $ 4) Remaining Contingency $ 5) Final Forecast $* Forecast Project Completion Date Sufficient Funds Remaining to Complete Project (Yes/No)

*Initial Project Expenditure Authorization or Updated Project Budget, as applicable

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Capital Accounting Summary

Direct Costs Mechanical Equipment & Materials Mechanical Installation Civil/Structural Installation Electrical/Instrumentation/Power Piping Other Indirect Costs Engineering Other Indirects Capital Spares Other Expense Total Cost	Approved Budget Committed Spent (Cash+ Accruals) Forecast to Complete FINAL Forecast
	- - - - - - - - - - -
	- - - - -

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SCHEDULE 9 EXISTING ACCOMMODATIONS

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Letters of Credit

Issuer Reference Global Amount C$ Expiry Beneficiary

[Redacted: Existing accommodations]

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