Exhibit 10.28


January 16, 2007


Private and Confidential


Louisiana-Pacific Canada Ltd.
 c/o
Louisiana-Pacific Corporation
 Suite
2000, 414 Union Street
 Nashville,
TN  37219
 USA


Attention:              Curt
Stevens, Executive Vice President and C.F.O.


Dear Mr. Stevens:


We are pleased to offer the credit facility
described below (the “Credit Facility”),
subject to the following terms and conditions. 
This agreement supersedes and cancels our letter agreement dated June
14, 2006 (the “Cancelled Credit Facility”). 
Any amount owing by the Borrower to Bank under the Cancelled Credit
Facility is deemed to be a Borrowing under the Credit Facility.


DEFINITIONS
AND SCHEDULES


The attached
schedules are incorporated into this agreement by reference.  Schedule “A” contains definitions of
capitalized terms used and not otherwise defined in this agreement.  Unless otherwise provided, all dollar amounts
are in Canadian currency and accounting terms are to be interpreted in
accordance with GAAP.


BORROWER


Louisiana-Pacific Canada Ltd. (the “Borrower”)


LENDER


Royal Bank of Canada (the “Bank”)


CREDIT FACILITY


Revolving demand facility in the amount of C$50
million, by way of:


(a)           RBP based loans (“RBP Loans”);


(b)                                 Bankers’
Acceptances (“BAs”);


(c)                                  Libor
based loans in US dollars (“Libor Loans”);
and


(d)                                 Overdrafts.


 


Each use of the Credit Facility is a “Borrowing”
and all such usages outstanding at any time are “Borrowings”.  Schedule “B” contains notice provisions
applicable to Borrowings that must be complied with.  Schedule “C” contains terms and conditions
applicable to Borrowings made otherwise than by way of RBP Loans which must be
complied with.


TERMS OF OTHER FACILITIES


The Credit Facility
is in addition to the credit facilities provided for in the Credit Agreement.












PURPOSE


Finance general operating requirements.


AVAILABILITY


The Borrower may borrow, convert, repay and reborrow up to the
amount of this revolving facility, provided that this facility is made
available at the sole discretion of the Bank and the Bank may cancel or
restrict availability of any unutilized portion of the Credit Facility at any
time and from time to time without notice or demand.


REPAYMENT


Borrowings under the Credit Facility are
expected to revolve with operating requirements.


Notwithstanding compliance with the covenants
and all other terms and conditions of this agreement, and regardless of the
maturities of any outstanding instruments or contracts, Borrowings under this
facility are repayable on demand and the Bank may terminate the Credit Facility
at any time, without notice or demand.


Upon demand or termination, the Borrower shall
pay to the Bank all Borrowings outstanding under the Credit Facility including,
without limitation, an amount equal to the aggregate of the face amounts of all
BAs which are unmatured or unexpired, which amount shall be held by the Bank as
security for the Borrower’s obligations to the Bank in respect of those BAs.


INTEREST RATES AND FEES


The Borrower shall pay interest and fees as provided in the definition
of “Applicable Percentage” in Schedule “A”


CALCULATION
AND PAYMENT OF INTEREST AND FEES


RBP
Loans


The Borrower shall pay interest on each RBP
Loan, monthly in arrears, on the first day of each month.  Such interest will be calculated monthly and
will accrue daily on the basis of the actual number of days elapsed and a year
of 365 days.


BAs


The Borrower shall pay an Acceptance Fee in advance of
the date of issue of each BA at the Applicable Percentage.  Acceptance Fees shall be calculated on the
face amount of the BA issued and based upon the number of days in the term
thereof and a year of 365 days.


Libor Loans


The borrower shall pay interest on each Libor Loan on
the last day of each Libor Interest Period, calculated in US dollars.  Such interest will accrue daily on the basis
of the actual number of days elapsed and a year of 360 days.


Overdrafts


The Borrower shall pay interest on Overdrafts
at the rate of RBP, monthly in arrears on the first day of each month.  Such interest will be calculated monthly and
will accrue daily on the basis of the actual number of days elapsed and a year
of 365 days.



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Limit on Interest


The Borrower shall not be obligated to pay any
interest, fees or costs under or in connection with this agreement in excess of
what is permitted by law.


Overdue Payments


Any amount that is not paid when due hereunder
shall, unless interest is otherwise payable in respect thereof in accordance
with the terms of this agreement or the instrument or contract governing same,
bear interest until paid at the rate of RBP.


Equivalent Yearly Rates


The annual rates of interest or fees to which
the rates calculated in accordance with this agreement are equivalent, are the
rates so calculated multiplied by the actual number of days in the calendar
year in which such calculation is made and divided by 365, or in the case of
Libor Loans, divided by 360.


Time and Place of Payment


Amounts payable by the Borrower hereunder shall
be paid at the Branch of Account in the applicable currency. Amounts due on a
day other than a Business Day shall be deemed to be due on the Business Day
next following such day.  Interest and
fees payable under this agreement are payable both before and after any or all
of default, maturity date, demand and judgement.


EXCHANGE RATE FLUCTUATIONS


If, for any reason,
the amount of Borrowings outstanding under any facility, when converted to the
Equivalent Amount in Canadian currency, exceeds the amount available under such
facility, the Borrower shall immediately repay such excess or shall secure such
excess to the satisfaction of the Bank.


INCREASED COSTS


The Borrower shall reimburse the Bank for any
additional cost or reduction in income arising as a result of (i) the
imposition of, or increase in, taxes on payments due to the Bank hereunder
(other than taxes on the overall net income of the Bank), (ii) the imposition
of, or increase in, any reserve or other similar requirement, (iii) the
imposition of, or change in, any other condition affecting the Credit Facility
imposed by any applicable law or the interpretation thereof.


EVIDENCE OF INDEBTEDNESS


The Bank shall open and maintain at the Branch
of Account accounts and records evidencing the Borrowings made available to the
Borrower by the Bank under this agreement. 
The Bank shall record the principal amount of each Borrowing, the
payment of principal and interest and all other amounts becoming due to the
Bank under this agreement.


The Bank’s accounts and records constitute, in
the absence of manifest error, conclusive  evidence of
the indebtedness of the Borrower to the Bank pursuant to this agreement.


The Borrower authorizes and directs the Bank to
automatically debit, by mechanical, electronic or manual means, any bank
account of the Borrower for all amounts payable by the Borrower to the Bank
pursuant to this agreement.



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CONDITIONS PRECEDENT


The availability of any
Borrowing is conditional upon the receipt of:


(a)           a duly executed copy of this agreement;


(b)                                 the
Guarantee duly executed by the Guarantor, together with such resolutions and
certificates of the Guarantor as the Bank may reasonably require and an opinion
of counsel to the Guarantor in form and substance satisfactory to the Bank; and


(c)                                  an
amended and restated subordination agreement in the form of the subordination
agreement dated for reference April 5, 2004 among the Bank, the Borrower, the
Guarantor, 3047525 Nova Scotia Company and Louisiana-Pacific Limited
Partnership.


SECURITY


Security for the Borrowings and all other
obligations of the Borrower to the Bank under this agreement  shall include the Guarantee.


REPRESENTATIONS AND WARRANTIES


Each of the Borrower and Guarantor represents
and warrants to the Bank as set out in Section 2 of the Credit Agreement, all
of which representations and warranties shall survive all Borrowings and shall
be deemed to be repeated at the time of each Borrowing under this Agreement,
and no investigation at any time made by or on behalf of the Bank shall
diminish in any respect its right to rely on those representations and
remedies.


REPORTING COVENANTS


The Borrower and the Guarantor covenant and
agree with the Bank, while this agreement is in effect:


(a)           to
provide the Bank with quarterly and annual unaudited financial statements and such
other financial and operating statements and reports as and when the Bank may reasonably
require; and


(b)           to
immediately advise the Bank of any change in the Debt Rating.


GENERAL COVENANTS


Each of the Borrower and Guarantor covenants
and agrees with the Bank, while this agreement is in effect to observe and
perform the Positive and Negative Covenants set out in Section 6.1 and Section
6.2 of the Credit Agreement.


Nothing contained in the covenant provisions of
the Credit Agreement referred to above shall limit any right of the Bank under
this agreement to terminate or demand payment of, or cancel or restrict
availability of any unutilized portion of the Credit Facility.


SUCCESSORS AND ASSIGNS


This agreement shall be binding upon and enure
to the benefit of the parties and their respective successors and permitted
assigns.



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The Bank may assign all or part of its rights
and obligations under this agreement to any Person.  The rights and obligations of the Borrower
under this agreement may not be assigned without the prior written consent of
the Bank.


The Bank may disclose to potential or actual
assignees confidential information regarding the Borrower (including, any such
information provided by the Borrower to the Bank) and shall not be liable for
any such disclosure.


GENERAL


Expenses


The Borrower agrees to pay all fees (including
legal fees), costs and expenses incurred by the Bank in connection with the
preparation, negotiation and documentation of this agreement and the security
provided for herein and the operation or enforcement of this agreement and the
security provided for herein.


Review


The Bank may conduct periodic reviews of the
affairs of the Borrower, as and when determined by the Bank, for the purpose of
evaluating the financial condition of the Borrower.  The Borrower shall make available to the Bank
such financial statements and other information and documentation as the Bank
may reasonably require and shall do all things reasonably necessary to facilitate
such review by the Bank.


Set Off


The Bank is authorized, but not obligated, at
any time, to apply any credit balance, whether or not then due, to which the
Borrower is entitled on any account in any currency at any branch or office of
the Bank in or towards satisfaction of the obligations of the Borrower due to
the Bank under this agreement.  The Bank
is authorized to use any such credit balance to buy such other currencies as
may be necessary to effect such application.


Non-Merger


The provisions of this agreement shall not
merge with any security provided to the Bank, but shall continue in full force
for the benefit of the parties hereto.


Amendments and Waivers


No amendment or waiver of any provision of this
agreement will be effective unless it is in writing signed by the Borrower and
the Bank.  No failure or delay, on the
part of the Bank, in exercising any right or power hereunder or under any
security document shall operate as a waiver thereof.  The Guarantor agrees that the amendment or
waiver of any provision of this agreement (other than agreements, covenants or
representations expressly made by the Guarantor herein, if any) may be made
without and does not require the consent or agreement of, or notice to, the
Guarantor.


Severability


If any provision of this agreement is or
becomes prohibited or unenforceable in any jurisdiction, such prohibition or
unenforceability shall not invalidate or render unenforceable the provision
concerned in any other jurisdiction nor invalidate, affect or impair any of the
remaining provisions of this agreement.



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Judgement Currency


If for the purpose of obtaining judgement in
any court in any jurisdiction with respect to this agreement, it is necessary
to convert into the currency of such jurisdiction (the “Judgement Currency”)
any amount due hereunder in any currency other than the Judgement Currency,
then conversion shall be made at the rate of exchange prevailing on the
Business Day before the day on which judgement is given.  For this purpose “rate of exchange” means the
rate at which the Bank would, on the relevant date, be prepared to sell a
similar amount of such currency in the Toronto foreign exchange market, against
the Judgement Currency, in accordance with normal banking procedures.


In the event that there is a change in the rate
of exchange prevailing between the Business Day before the day on which
judgement is given and the date of payment of the amount due, the Borrower
will, on the date of payment, pay such additional amounts as may be necessary
to ensure that the amount paid on such date is the amount in the Judgement
Currency which, when converted at the rate of exchange prevailing on the date
of payment, is the amount then due under this agreement in such other currency
together with interest at RBP and expenses (including legal fees on a solicitor
and client basis).  Any additional amount
due from the Borrower under this section will be due as a separate debt and
shall not be affected by judgement being obtained for any other sums due under
or in respect of this agreement.


Governing Law


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


Whole Agreement


This agreement, the security and any other
written agreement delivered pursuant to or referred to in this agreement
constitute the whole and entire agreement between the parties in respect of the
Credit Facility.  There are no verbal
agreements, undertakings or representations in connection with the Credit Facility.


Time


Time shall be of the essence in all provisions
of this agreement.


Acceptance


This offer is open for
acceptance until January 31, 2007  after
which date it will be null and void, unless extended in writing by the Bank.


Please confirm your acceptance of this
agreement by signing the attached copy of this letter in the space provided
below and returning it to the undersigned.


	
  Yours truly,

  
	
   

  
	
  ROYAL
  BANK OF CANADA

  
	
   

  
	
   

  
	
   

  	
   

  



 



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We acknowledge and accept the foregoing terms and
conditions as of January    , 2007.


	
  LOUISIANA-PACIFIC CANADA LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


I/We have authority to bind the Corporation.


We acknowledge and confirm our agreement with the
foregoing terms and conditions, as Guarantor, as of January    ,
2007


	
  LOUISIANA-PACIFIC CANADA LTD.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


I/We have authority to bind the Corporation.



 7















Schedule
“A” to the agreement dated January 16, 2007 between Louisiana-Pacific Canada
Ltd., as Borrower, and Royal Bank of Canada, as the Bank.


DEFINITIONS


For
the purpose of this agreement, the following terms and phrases shall have the
following meanings:


“Acceptance Fee” means the fee to be paid by the Borrower in
consideration for the Bank accepting a Bankers’ Acceptance;


“Applicable Laws” means, with respect to any Person, property,
transaction or event, all present or future Applicable Laws, statutes,
regulations, rules, orders, codes, treaties, conventions, judgements, awards,
determinations and decrees of any governmental, regulatory, fiscal or monetary
body or court of competent jurisdiction in any applicable jurisdiction;


“Applicable Percentage” means the rate per
annum set forth below opposite the applicable level then in effect based on the
Guarantor’s then current Debt Rating, it being understood that the Applicable
Percentage for (a) RBP Loans shall be the percentage set forth under the column
“Royal Bank Prime or RBP Loans”, and for (b) BA’s or Libor Loans shall be the
percentage set forth under the column “BA’s and Libor Loans”:




	
  Applicable Percentage for:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier

  	
   

  	
  Debt Rating

  	
   

  	
  Royal Bank Prime 

  or RBP Loans

  	
   

  	
  BA’s or

  Libor Loans

  	
   

  
	
  I

  	
   

  	
  >=Baa1/BBB+

  	
   

  	
  0.000

  	
  %

  	
  0.525

  	
  %

  
	
  II

  	
   

  	
  Baa2/BBB

  	
   

  	
  0.000

  	
  %

  	
  0.625

  	
  %

  
	
  III

  	
   

  	
  Baa3/BBB-

  	
   

  	
  0.000

  	
  %

  	
  0.850

  	
  %

  
	
  IV

  	
   

  	
  Ba1/BB+

  	
   

  	
  0.000

  	
  %

  	
  1.050

  	
  %

  
	
  V

  	
   

  	
  Ba2/BB

  	
   

  	
  0.250

  	
  %

  	
  1.250

  	
  %

  
	
  VI

  	
   

  	
  <=Ba3/BB-

  	
   

  	
  0.450

  	
  %

  	
  1.450

  	
  %

  
											






 


Any
change in the Applicable Percentage due a change in the Debt Rating shall be
effective on the effective date of such change in the Debt Rating.  In respect of BAs,
the adjustment to the Applicable Percentage will only apply to BAs issued or
renewed after the effective date of any change.


“BA Discount Rate” means with respect to an issue of Bankers’
Acceptances with the same maturity date, the average B/A discount rate for the
appropriate term as quoted on Reuters Screen CDOR Page determined at or about
10:00 a.m. (Toronto time) on the first day of the applicable Bankers’
Acceptance term;


“Bankers’ Acceptances” or “BA’s”
means, as applicable, bills of exchange within the meaning of the Bills of Exchange Act (Canada) denominated
in Canadian currency or U.S. currency drawn and accepted by the Borrower, and
includes a depository bill issued in accordance with the Depository Bills and Notes Act (Canada):


“Branch of Account” means the branch of the Bank at which the Borrower’s accounts are
maintained.  As at the date of this
agreement, the “Branch of Account” is the Bank’s
branch at 1025 West Georgia Street, Vancouver, British Columbia, V6E 3N9;













“Business Day”
means a day, excluding Saturday, Sunday and any other day which shall be a
legal holiday or a day on which banking institutions are closed in the province
of the Branch of Account;


“Credit Agreement” means the agreement entitled “Third Amended and Restated Credit
Agreement”, dated for reference December 20, 2004, among the Borrower, the
Guarantor and the Bank, as that agreement may be amended, supplemented or
replaced from time to time;


“Debt Rating”
means the debt rating for the Guarantor’s senior, unsecured, non-credit
enhanced long-term indebtedness for money borrowed as determined by the Rating
Agencies;


“Equivalent Amount” means, with respect to an amount of any currency, the amount of any
other currency required to purchase that amount of the first mentioned currency
through the Bank in Toronto, in accordance with normal banking procedures;


“GAAP” means,
generally accepted accounting principles in effect from time to time in Canada
applied in a consistent manner from period to period;


“Guarantee” means
the document entitled “Guarantee and Subordination Agreement” dated for
reference January 12, 2007;


“Guarantor”
means Louisiana-Pacific Corporation, a Delaware corporation, its successors and
assigns;


“LIBOR
Loan” means any advance,
renewal or conversion under a Credit Facility requested by the Borrower in or
to LIBOR Funds and advanced, renewed or made in LIBOR Funds by the Bank;


“LIBOR Funds” means U.S. Funds for which London Interbank
Offered Rates are quoted by leading banks in the London, England interbank
market;


“LIBOR
Interest Period” means, with respect to
a LIBOR Loan, that period selected by the Borrower for a LIBOR Loan to be
outstanding (if the Borrower fails to select a period such LIBOR Loan will be
converted to an RBP Loan) which period shall be for not less than 30 days and
no more than 360 days;


“LIBOR
Maturity Date” means the last day of a
LIBOR Interest Period;


“London
Interbank Offered Rate” or “LIBOR” means the rate of interest
per annum determined by the Bank with reference to Reuters page LIBOR 01 (at or
about 11:00 a.m. local time at London, England) provided
that if the Reuters page LIBOR 01 is unavailable then the London
Interbank Offered Rate shall be the rate of interest per annum appearing on
page 3750 of the Telerate screen as of 11:00 a.m. local time at London, England
two Banking Days prior to



 2
 









drawdown
for the interest period selected, provided that
if the Telerate page 3750 is unavailable, then the London Interbank Offered
Rate shall be determined by the Bank as the rate at which deposits are offered
by it to prime banks in the London interbank market at or about 11:00 a.m.
local time at London, England;


“Overdrafts” means
advances of credit by way of debit balances in the Borrower’s current account
No. 00010-1044627 not exceeding
$50,000,000 in the aggregate at any time and all such advances shall be
considered RBP Loans;


“Person” includes
an individual, a partnership, a joint venture, a trust, an unincorporated
organization, a company, a corporation, an association, a government or any
department or agency thereof, and any other incorporated or unincorporated
entity;


“Rating Agencies”
means Moody’s Investors Services, Inc. (“Moody’s”) and Standard Poor’s
Rating Services (“S&P”), a division of McGraw-Hill Companies, Inc. and “Rating Agency” means either of them as the
context requires;


“RBP”
and “Royal Bank Prime” each means the
annual rate of interest announced by the Bank from time to time as being a
reference rate then in effect for determining interest rates on commercial
loans made in Canadian currency in Canada;



 3














Schedule “B” to the agreement dated January 16, 2007 between
Louisiana-Pacific Canada Ltd., as Borrower, and Royal Bank of Canada, as the
Bank.


NOTICE REQUIREMENTS


	
  Amount

  	
   

  	
  Prior Notice

  
	
  BA’s

  	
   

  	
  By 10:00 a.m. PST on the prior day to Borrowing

  
	
  Libor Loans

  	
   

  	
  By 10:00 a.m. PST on two days prior to Borrowing

  



 
















Schedule “C” to the agreement dated January 16, 2007 between
Louisiana-Pacific Canada Ltd., as Borrower, and Royal Bank of Canada, as the
Bank.


BORROWING CONDITIONS


Borrowings made otherwise than by way of RBP Loans or Overdrafts will be
subject to the following terms and conditions:


BAs:


(a)                                  BAs shall be issued
and mature on a Business Day, shall be issued in minimum face amounts of
$100,000 and shall aggregate immediately following availment on any day at
least $500,000 and shall be for terms of one, two, three or six months
(excluding in each case days of grace);


(b)                                 the
Bank may, in its sole discretion, refuse to accept the Borrower’s drafts or
limit the amount of any BA issue at any time;


(c)                                  notwithstanding
any other provision of this agreement, the Borrower shall indemnify the Bank
against any loss, cost or expense incurred by the Bank if any BA is repaid,
prepaid, converted or cancelled other than on the maturity date of such BA;


(d)                                 prior
to the issue of any BA the Borrower shall execute the Bank’s standard form of
undertaking and agreement in respect of BAs. If there is any inconsistency at
any time between the terms of this agreement and the terms of the Bank’s
standard form of undertaking and agreement, the terms of this agreement shall
govern;


(e)                                  in
order to facilitate issues of BAs pursuant to this agreement, the Borrower
authorizes the Bank, and for this purpose appoints the Bank its lawful attorney
to complete, sign and endorse BAs issued in accordance with this agreement 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
under this agreement, then purchase, discount or negotiate such BAs. BAs so
completed, signed, endorsed and negotiated on behalf of the Borrower by the
Bank shall bind the Borrower as fully and effectively as if so performed by an
authorized officer of the Borrower.


Libor
Loans:


(a)                                  Libor Loans shall be
issued and mature on a Business Day and shall be made in minimum amounts of
$1,000,000 in US currency and for terms of not less than 30 days and not more
than 360 days;


(b)                                 if
the Borrower fails to select and to notify the Bank of the Libor Interest
Period applicable to any Libor Loan, the Libor Loan shall be converted into an
RBP Loan;













 


(c)                                  if
the Bank so requests, the Borrower shall enter into a Hedge Contract to hedge
the principal and interest of each Libor Loan against the risk of currency and
exchange rate fluctuations. “Hedge Contract” means any rate swap, rate cap,
rate floor, rate collar, currency exchange transaction, forward rate agreement
or other exchange, hedging or rate protection transaction, or any combination
of such transactions or agreements or any option with respect to any such
transaction now existing or hereafter entered into between the Borrower and the
Bank;


(d)                                 the
Borrower shall indemnify and hold the Bank harmless against any loss, cost or
expense (including without limitation, any loss incurred by the Bank in
liquidating or redeploying deposits acquired to fund or maintain any Libor
Loan) incurred by the Bank as a result of:


(i)                                     repayments,
prepayments, conversions, rollovers or cancellations of a Libor Loan other than
on the last day of the Libor Interest Period applicable to such Libor Loan, or


(ii)                                  failure
to draw down a Libor Loan on the first day of the Libor Interest Period
selected by the Borrower; and


(e)                                  if
the Bank determines, which determination is final, conclusive and binding upon
the Borrower, that:


(i)                                     adequate
and fair means do not exist for ascertaining the rate of interest on a Libor
Loan,


(ii)                                  the
making or the continuance of a Libor Loan has become impracticable by reason of
circumstances which materially and adversely affect the London Interbank
Market,


(iii)                               deposits in US currency
are not available to the Bank in the London Interbank Market in sufficient
amounts in the ordinary course of business for the applicable Libor Interest
Period to make or maintain a Libor Loan during such Libor Interest Period, or


(iv)                              the
cost to the Bank of making or maintaining a Libor Loan does not accurately
reflect the effective cost to the Bank thereof or the costs to the Bank are
increased or the income receivable by the Bank is reduced in respect of a Libor
Loan,


then the Bank shall
promptly notify the Borrower of such determination and the Borrower shall,
prior to the next Interest Determination Date, notify the Bank as to the basis
of Borrowing it has selected in substitution for such Libor Loan.  If the Borrower does not so notify the Bank,
such Libor Loan will automatically be converted into an RBP Loan on the expiry
of the then current Libor Interest Period.



 2