Exhibit 10.27(a)


FIRST
AMENDMENT AGREEMENT


This FIRST AMENDMENT AGREEMENT is entered into as of
February 23, 2007, among LOUISIANA-PACIFIC LIMITED PARTNERSHIP,
by its General Partner, 3047525 NOVA SCOTIA COMPANY (“LP-LP”), LOUISIANA-PACIFIC CANADA LTD. (“LP Canada”) (LP-LP and LP Canada together the “Borrowers”), as borrowers, LOUISIANA-PACIFIC
CORPORATION, (the “Parent
Guarantor”), as guarantor, the lenders from time to time party to
the Credit Agreement (as defined below) (collectively, the “Lenders”), and BANK OF AMERICA, N.A.
acting through its Canada branch (the “Administrative
Agent”), as administrative agent.


WHEREAS the parties entered into an amended and
restated credit agreement dated as of February 15, 2006 (the “Credit Agreement”) whereby the Lenders
provided certain credit facilities to the Borrowers, which credit facilities
were guaranteed by the Parent Guarantor;


AND WHEREAS the parties have agreed to make amendments
to the Credit Agreement and the parties are entering into this First Amendment
Agreement to amend the Credit Agreement accordingly;


NOW THEREFORE, in consideration of the mutual
covenants, provisions and covenants contained herein, the parties agree as
follows:


1.                                       Terms
used herein and not otherwise defined shall have the meaning as those ascribed
thereto in the Credit Agreement.


2.                                       The
definition of “Available Cash” is added to the definitions as follows:


“Available Cash” means all
monies, currencies, cash, and Cash Equivalents owned by the Parent Guarantor
and its Subsidiaries on a consolidated basis that is not subject to any Lien.


3.                                       The
definition of “Cash Equivalents” is added to the definitions as follows:


“Cash
Equivalents” means those securities and other investments of the Parent
Guarantor which are permitted to be made pursuant to the Louisiana-Pacific
Corporation Investment Policy issued on December 8, 2006 by Curtis M. Stevens,
Chief Financial Officer of the Parent Guarantor, as in effect on the date
hereof, and those securities and other investments of LP Canada which are
permitted to be made pursuant to the Louisiana-Pacific Canada Ltd. Investment
Policy issued on May 1, 2004 by Curtis M. Stevens, Chief Financial Officer of
LP Canada, as in effect on the date hereof.













4.                                       The
definition of “Certificate of Minimum Liquidity Amount” is added to the
definitions as follows:


“Certificate of Minimum Liquidity
Amount” means a statement of the Minimum Liquidity Amount, certified by a
Responsible Officer of the Parent Guarantor.


5.                                       The
definition of “Minimum Liquidity Amount” is added to the definitions as
follows:


“Minimum
Liquidity Amount” means, for the
Parent Guarantor and its Subsidiaries, on a consolidated basis, Available Cash
of US $250,000,000, provided that the Minimum Liquidity Amount shall be
reduced by the amount of any prepayments made in accordance with Section 2.15
of this Agreement.”


6.                                       Section
6.02 is amended by the addition of subsection 6.02(h) as follows:


“(h) in the event the Parent
Guarantor notifies the Administrative Agent, in accordance with section
7.11(b) that the calculation in section 7.11(b)(B) shall apply to a fiscal
quarter, a Certificate of Minimum Liquidity Amount for each month in the
applicable fiscal quarter, to be delivered within 10  Business Days of
each month end in such fiscal quarter.”


7.                                       Section
7.11(b) is deleted and replaced with the following:


“(b)  Consolidated Leverage Ratio and Minimum
Liquidity Amount.


(A)
Permit the Consolidated Leverage Ratio at any time during any period of four
fiscal quarters of the Parent Guarantor to be greater than 3.00 to 1.00; or,
(B) fail to maintain the Minimum Liquidity Amount calculated as at the end of
each month.


At
least ten Business Days prior to the commencement of each fiscal quarter, the
Parent Guarantor shall notify the Administrative Agent whether the
calculation in section 7.11(b)(A) or section 7.11(b)(B) shall apply to such
quarter.  In the event the Parent
Guarantor indicates that section 7.11(b)(B) shall apply to such quarter, the
Parent Guarantor shall provide the Administrative Agent with a Certificate of
Minimum Liquidity Amount within 10 Business Days of each month end in such
quarter.  In the event the Parent
Guarantor fails to notify the Administrative Agent of which calculation in
section 7.11(b) is to apply to a fiscal quarter, the calculation in section
7.11(b)(B) will be deemed to apply.”


8.                                       Upon
execution of this First Amendment Agreement, the Parent Guarantor shall be
deemed to have notified the Administrative Agent that the calculation in
section 7.11(b)(B) shall apply to the fiscal quarter commencing January 1, 2007
and ending March 31, 2007.  The
Administrative Agent and the Lenders accept such notification retroactively and
agree that section 7.11(b)(B) shall apply to such fiscal quarter.  The 



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                                                Parent
Guarantor shall deliver a Certificate of Minimum Liquidity Amount for the month
ended January 31, 2007 upon execution of this First Amendment Agreement, and
thereafter in accordance with the Credit Agreement, as amended by this First
Amendment Agreement.


9.                                       The
parties confirm the terms and conditions of the Credit Agreement as amended by
the terms of this First Amendment Agreement.


10.                                 This
First Amendment Agreement may be referred to as being dated
February 23, 2007 notwithstanding the actual date of execution.


11.                                 Without
derogation from any rights that the Administrative Agent or the Lenders may
have under the Credit Agreement as amended by this First Amendment Agreement,
and without derogation from any obligations of the Guarantors under the Credit
Agreement as amended by this First Amendment Agreement, the Guarantors hereby
confirm that their obligations under the Guarantees support, extend and apply
to the Credit Agreement as amended by this First Amendment Agreement.


12.                                 The
Borrowers and the Guarantors shall, upon request by the Administrative Agent or
the Lenders, execute and deliver all such statements, certificates, further
agreements and documents and do all such further acts and things as may be
considered by the Administrative Agent or the Lenders to be necessary or desirable
to give affect to the intent of this First Amendment Agreement.


13.                                 This
First Amendment Agreement may be executed in any number of separate
counterparts, each of which, once so executed shall be deemed an original and
all said counterparts taken together shall be deemed to constitute one in the
same instrument.


14.                                 The
representations and warranties in Article V of the Credit Agreement shall
remain true and correct with the same affect as if made on and as of the date
of this First Amendment Agreement.


15.                                 This
First Amendment Agreement shall be governed in all respects by the laws of the
Province of Ontario and each of the undersigned hereby irrevocably attorns and
accepts the non-exclusive jurisdiction of the Courts of the Province of
Ontario.


[SIGNATURE PAGES FOLLOW]



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IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment Agreement to be duly
executed and delivered by their proper and duly authorized officers or
authorized signatories as of the day and year first written above.


 


	
  

  	
  LOUISIANA-PACIFIC LIMITED 

  PARTNERSHIP, by its General Partner 

  3047525 Nova Scotia Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  LOUISIANA-PACIFIC CANADA LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  LOUISIANA-PACIFIC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  BANK OF AMERICA, N.A., acting 

  through its Canada branch, as 

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  BANK
  OF AMERICA, N.A., acting 

  through its Canada branch, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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  THE BANK OF NOVA SCOTIA,
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  WACHOVIA CAPITAL FINANCE 

  CORPORATION (CANADA), as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  WELLS FARGO FINANCIAL 

  CORPORATION OF CANADA, as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  ROYAL BANK OF CANADA,
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION, 

  Canada Branch, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
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  BANK OF MONTREAL,
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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  THE TORONTO-DOMINION BANK,
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
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  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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