Exhibit 10.1


 


FIFTH AMENDMENT


TO CREDIT AND SECURITY AGREEMENT


 


THIS FIFTH AMENDMENT TO CREDIT & SECURITY
AGREEMENT, dated as of October 25, 2004 (this “Amendment”), is entered into by and
between LP RECEIVABLES CORPORATION, as borrower (the “Borrower”), LOUISIANA-PACIFIC
CORPORATION (“Louisiana Pacific”),
as master servicer (the “Master Servicer”),
BLUE RIDGE ASSET FUNDING CORPORATION, as lender (the “Lender”), the committed banks named
therein and WACHOVIA BANK, NATIONAL ASSOCIATION (successor in interest to
Wachovia Bank, N.A.), as administrative agent (the “Administrative Agent”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below and
amended hereby).


 


WHEREAS, the parties
hereto have entered into that certain Credit and Security Agreement, dated as
of November 15, 2001 (as amended to the date hereof, the “Agreement”);


 


WHEREAS, the parties
hereto wish to amend the Agreement as hereinafter set forth;


 


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


 


SECTION 1.  Amendments.
The Agreement is, as of the Effective Date defined below, hereby amended as
follows:


 


(a)           Section 4.7 of the Agreement is
hereby deleted.


 


(b)           Section 9.1(h) of the Agreement is
hereby amended by replacing subclause (i) thereof with the following:


 


(i)            the three-month rolling average
Delinquency Ratio shall exceed 1.75%,


 


(c)           Section 9.1 of the Agreement is
hereby amended by adding the following paragraph (u):


 


(u)           During any period
when the aggregate principal amount of Advances exceeds fifty percent (50%) of
the Borrowing Limit, the Master Servicer (for so long as Louisiana Pacific is
the Master Servicer) shall fail to satisfy any of the financial tests set forth
in Annex A to the Agreement that is applicable during such period.


 


(d)           Clause (iv) of the definition of “Amortization
Date” in Exhibit I to the Agreement is hereby amended and restated to read as
follows:


 


(iv)  October 25, 2007.


 





















 


(e)           The definition of “Blue Ridge
Termination Date” in Exhibit I to the Agreement is hereby amended and restated
to read as follows:


 


Blue Ridge Termination Date:  October 25, 2007 or such later date as may be
agreed in writing from time to time by Borrower, Master Servicer, the Lender
and the Administrative Agent.


 


(f)            The definition of “Commitment
Termination Date” in Exhibit I to the Agreement is hereby amended and restated
to read as follows:


 


Commitment Termination Date:  With respect to each Committed Bank, October
25, 2007 or such later date as may be agreed in writing from time to time by
Borrower, Master Servicer, the Lender, the Administrative Agent and such
Committed Bank.


 


(g)           The definition of “Obligor
Concentration Limit” in Exhibit I to the Agreement is hereby amended and
restated by replacing all references to “Boise Cascade Corporation” with “Boise
Cascade Corporation or its successor, so long as its successor is Boise Cascade
LLC.”


 


(h)           The following definitions are hereby
deleted from Exhibit I to the Agreement:


 


Additional
Committed Bank

Advance Account Deposit

Advance Account Party 

Committed Bank Maturity Date

Downgraded Committed Bank

Existing Commitment Termination Date

Non-Renewing Committed Bank

Notice of Conversion


 


(i)            Exhibit XI to the Agreement is
hereby deleted.


 


(j)            Exhibit XII to the Agreement is
hereby deleted.


 


(k)           Annex A hereto is hereby added as
Annex A to the Agreement.


 


SECTION 2.  Effective Date.  This Amendment shall
become effective as of the date first above written (the “Effective Date”) on the date on which
the Administrative Agent shall have received a duly executed copy of the
Amended and Restated Fee Letter and the payment of the renewal fee referred to
therein.


 


SECTION 3.  Reference to and Effect on the Agreement
and the Related Documents.     Upon the effectiveness of this Amendment,
(i) each of the Borrower and the Master Servicer hereby reaffirms all
representations and warranties made by it in Article V of the Agreement
(as amended hereby) and agrees that all such representations and warranties
shall be deemed to have been remade as of the Effective Date of this Amendment,
(ii) each of the Borrower and the Master Servicer hereby represents and
warrants that no Amortization Event, Unmatured Amortization Event, Termination
Event or Unmatured Termination Event, shall have 


 


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occurred and be continuing and
(iii) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be, and any references to the
Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Agreement shall mean and be, a reference to
the Agreement as amended hereby.


 


SECTION 4.  Effect.  Except as otherwise amended by this Amendment,
the Agreement shall continue in full force and effect and is hereby ratified
and confirmed.


 


SECTION 5.  Governing Law.  This Amendment will be governed by and
construed in accordance with the laws of the State of New York (without regard
to principles of conflicts of law other than Section 5-1401 of the New York
General Obligations Law).


 


SECTION 6.
Severability. 
Each provision of this Amendment shall be severable from every other
provision of this Amendment for the purpose of determining the legal
enforceability of any provision hereof, and the unenforceability of one or more
provisions of this Amendment in one jurisdiction shall not have the effect of
rendering such provision or provisions unenforceable in any other jurisdiction.


 


SECTION 7.
Counterparts. 
This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page by facsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


[remainder of page intentionally left blank]


 


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


 


	
   

  	
  LP RECEIVABLES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Mark G.
  Tobin

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOUISIANA-PACIFIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Curtis M.
  Stevens

  
	
   

  	
   

  	
  Executive
  Vice President, Administration,

  
	
   

  	
   

  	
  and Chief Financial Officer

  



 


[additional signatures to follow]


 





















 


	
   

  	
  BLUE RIDGE
  ASSET FUNDING 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by: Wachovia
  Capital Markets, LLC

  
	
   

  	
  its Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL 

  ASSOCIATION,

  
	
   

  	
  as
  Administrative Agent and Committed Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[end of signatures]


 





















 


ANNEX A


 


FINANCIAL TESTS


 


(a)           Consolidated Net
Worth.  The following test shall be
in effect at all times:


 


The Consolidated Net Worth of Louisiana-Pacific Corporation and its
consolidated subsidiaries (“Louisiana
Pacific”) shall not at any time be less than the sum of (A)
$1,150,000,000 plus (B) on a cumulative basis as of the end of each fiscal
quarter of Louisiana Pacific, commencing with the fiscal quarter ending
December 31, 2005, an amount equal to 25% of Consolidated Net Income for the
fiscal quarter then ended, after giving effect to the payment of dividends for
such period; provided, that Consolidated Net Worth shall not at any time be
less than $1,150,000,000.


 


(b)           Additional Financial Tests.  The following tests (the “Additional Tests”) shall be effective
during any (i) No Collateral Period, (ii) upon the termination of the Bank
Credit Agreement if no Replacement Facility has been entered into by Louisiana
Pacific or any of its subsidiaries and (iii) upon the execution and delivery by
Louisiana Pacific or any of its subsidiaries of a Replacement Facility (unless
the Administrative Agent shall have notified the Borrower and Louisiana Pacific
in writing that some or all of the financial covenants, if any, contained in a
Replacement Facility shall be applicable, in which case, the Additional Tests
shall no longer apply and such financial covenants shall be incorporated herein
by reference as if set forth herein and shall be applicable hereunder for any
period of time designated by the Administrative Agent):


 


(i)            Leverage Ratio.  The Consolidated Leverage Ratio of Louisiana
Pacific, as of the last day of each fiscal quarter of Louisiana Pacific, shall
be less than or equal to 3.00 to 1.00.


 


(ii)           Interest
Coverage Ratio.  The Consolidated
Interest Coverage Ratio of Louisiana Pacific, as of the last day of each fiscal
quarter of Louisiana Pacific, shall be greater than or equal to 4.00 to 1.00.


 


As used in this Annex A, the
following terms shall have the following meanings:


 


Bank Commitment Period:  The period from and including September 1,
2004 to but not including the Maturity Date.


 


Bank Credit Agreement:  That certain Credit Agreement, dated as of
September 1, 2004 by and among Louisiana-Pacific Corporation, as borrower,
those Domestic Subsidiaries (as defined therein) of Louisiana-Pacific
Corporation identified as a Guarantor (as defined therein) on the signature
pages thereto and such other Domestic Subsidiaries of Louisiana-Pacific
Corporation as may from time to time become a party thereto, the several banks
and other 


 





















 


financial institutions as may
from time to time become parties to such Credit Agreement, Bank of America,
N.A., as syndication agent and as collateral agent for the Lenders, Royal Bank
of Canada and the Bank of Nova Scotia, as documentation agents, and Wachovia
Bank, National Association, as administrative agent.


 


Capital Lease: 
Any lease of property, real or personal, the obligations with respect to
which are required to be capitalized on a balance sheet of the lessee in
accordance with GAAP.


 


Capital Stock: 
(a) In the case of a corporation, capital stock, (b) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company,
membership interests and (e) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.


 


Cash Collateral Notice:  Has the
meaning given to such term in the Bank Credit Agreement.


 


Cash Collateral Period:  The period beginning on the date that
Louisiana Pacific shall deliver to the Administrative Agent under the Bank
Credit Agreement a Cash Collateral Notice and ending on the Collateral Release
Date


 


Collateral Release Date:  Has the
meaning given to such term in the Bank Credit Agreement.


 


Consolidated EBITDA:  For any
period, determined for Louisiana Pacific on a consolidated basis, the
sum of (a) Consolidated Net Income, plus (b) an amount which, in the
determination of Consolidated Net Income, has been deducted for (i)
Consolidated Interest Expense, (ii)
total federal, state, local and foreign income and similar taxes, (iii)
depreciation and amortization expense, and (iv) other non-cash items (excluding
any such non-cash item to the extent that it represents an accrual or
reserve for potential cash items in any future period or amortization of a
prepaid cash item that was paid in a prior period), minus (c) non-cash
items increasing Consolidated Net Income for such period (excluding any such
non-cash item to the extent it represents the reversal of an accrual or
reserve for potential cash item in any prior period or will result in the
receipt of cash payments in a future period), all as determined in accordance
with GAAP.  Unless expressly indicated
otherwise, the applicable period shall be for the four consecutive quarters
ending on the date of computation.


 


Consolidated Interest Coverage Ratio:  As of the
end of any fiscal quarter of Louisiana Pacific for the four fiscal quarter
period ending on such date with respect to Louisiana Pacific on a consolidated basis, the ratio of (a)
Consolidated EBITDA for such period to (b) the difference (to the extent the
difference between the following is negative, for purposes of calculating the
Consolidated Interest Coverage Ratio, this clause (b) shall be set at $1.00) of
(i) Consolidated Interest Expense for such period minus (ii)
Consolidated Interest Income for such period.


 


Consolidated Interest Expense:  For any period, all interest expense
(including, without limitation, the interest component under Capital Leases) of
Louisiana Pacific on a consolidated 


 


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basis,
including all commissions, discounts and other fees and charges owed with
respect to letters of credit and net costs under Hedging Agreements, as
determined in accordance with GAAP. 
Unless expressly indicated otherwise, the applicable period shall be for
the four consecutive quarters ending on the date of computation.


 


Consolidated Interest Income:  For any period, all interest income of Louisiana Pacific on a consolidated basis,
as determined in accordance with GAAP. 
Unless expressly indicated otherwise, the applicable period shall be for
the four consecutive quarters ending on the date of computation.


 


Consolidated Leverage Ratio:  As of the
end of any fiscal quarter of Louisiana Pacific for the four fiscal quarter
period ending on such date with respect to Louisiana Pacific on a consolidated basis, the ratio of (a) Funded
Debt of Louisiana Pacific on a consolidated basis on the last day of such
period to (b) Consolidated EBITDA for such period.


 


Consolidated Net Income:  For any period, net income of Louisiana
Pacific on a consolidated basis, as determined in accordance with GAAP.  Unless expressly indicated otherwise, the
applicable period shall be for the four consecutive quarters ending on the date
of computation.


 


Consolidated Net Worth:  As of any
date of computation, (a) Consolidated Total Assets minus (b) the total
liabilities of Louisiana Pacific on a consolidated basis, as determined in
accordance with GAAP.


 


Consolidated Total Assets:  On the date of computation, the amount of
total assets of Louisiana Pacific on a consolidated basis, as determined in
accordance with GAAP.


 


Funded Debt: 
With respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (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) of such Person incurred, issued or
assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within nine months of the incurrence thereof) that would appear as
liabilities on a balance sheet of such Person, (e) the principal portion of all
obligations of such Person under Capital Leases, (f) all obligations of such
Person under Hedging Agreements, excluding any portion thereof that would be
accounted for as interest expense under GAAP, (g) the maximum amount of all
letters of credit issued or bankers’ acceptances facilities created for the
account of such Person and, without duplication, all drafts drawn and
unreimbursed thereunder, (h) all preferred Capital Stock or other equity
interests issued by such Person and which by the terms thereof could be (at the
request of the holders thereof or otherwise) subject to mandatory sinking fund
payments, redemption or other acceleration on or prior to the Maturity Date,
(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
Indebtedness of 


 


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others of
the type described in clauses (a) through (i) hereof 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 by such Person, whether or not the obligations
secured thereby have been assumed, (k) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person of the type described in clauses
(a) through (i) hereof, and (l) all Indebtedness of the type described in
clauses (a) through (i) hereof of any partnership or unincorporated joint
venture in which such Person is a general partner or a joint venturer; provided,
that Funded Debt shall not include any Indebtedness of Louisiana Pacific (or
its consolidated subsidiaries) that is non-recourse to Louisiana Pacific (or
the applicable consolidated subsidiaries) or their respective assets.


 


GAAP: 
Generally accepted accounting principles in effect in the United States
of America applied on a consistent basis.


 


Guaranty Obligations:  With respect
to any Person, without duplication, any obligations of such Person (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) guaranteeing or intended to guarantee any Indebtedness
of any other Person in any manner, whether direct or indirect, and including
without limitation any obligation, whether or not contingent, (a) to
purchase any such Indebtedness or any property constituting security therefor,
(b) to advance or provide funds or other support for the payment or
purchase of any such Indebtedness or to maintain working capital, solvency or
other balance sheet condition of such other Person (including without
limitation keep well agreements, maintenance agreements, comfort letters or
similar agreements or arrangements) for the benefit of any holder of
Indebtedness of such other Person, (c) to lease or purchase property,
securities or services primarily for the purpose of assuring the holder of such
Indebtedness, or (d) to otherwise assure or hold harmless the holder of
such Indebtedness against loss in respect thereof.  The amount of any Guaranty Obligation
hereunder shall (subject to any limitations set forth therein) be deemed to be
an amount equal to the outstanding principal amount (or maximum principal
amount, if larger) of the Indebtedness in respect of which such Guaranty
Obligation is made.


 


Hedging Agreements:  With respect to any Person, any agreement
entered into to protect such Person against fluctuations in interest rates, or
currency or raw materials values, including, without limitation, any interest
rate swap, cap or collar agreement or similar arrangement between such Person
and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or
other interest or exchange rate or commodity price hedging agreements.


 


Indebtedness: 
With respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (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) of such Person incurred, issued or
assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within nine months of the incurrence thereof) 


 


A-4





















 


that would appear as liabilities on a balance
sheet of such Person, (e) the principal portion of all obligations of such
Person under Capital Leases, (f) all obligations of such Person under Hedging
Agreements, excluding any portion thereof that would be accounted for as
interest expense under GAAP, (g) the maximum amount of all letters of credit
issued or bankers’ acceptances facilities created for the account of such
Person and, without duplication, all drafts drawn and unreimbursed thereunder
(excluding performance based letters of credit issued to Louisiana Pacific’s
customers in connection with certain long-term contracts), (h) all preferred
Capital Stock or other equity interests issued by such Person and which by the
terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments, redemption 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 of such Person under take-or-pay or similar
arrangements or under commodities agreements, (k) all Indebtedness of others of
the type described in clauses (a) through (j) hereof 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 by such Person, whether or not the obligations
secured thereby have been assumed, (l) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person of the type described in clauses
(a) through (j) hereof, and (m) all Indebtedness of the type described in
clauses (a) through (j) hereof of any partnership or unincorporated joint
venture in which such Person is a general partner or a joint venturer in
proportion to such Person’s ownership percentage in such partnership or joint
venture.


 


Lien: 
Any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or
any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any conditional sale or other title retention agreement and any Capital Lease
having substantially the same economic effect as any of the foregoing).


 


Maturity Date: 
September 1, 2009.


 


No Collateral Period:  Any period during the Bank Commitment Period
that is not the Cash Collateral Period.


 


Replacement Facility:  Any financing for Louisiana Pacific and/or
its subsidiaries that the Administrative Agent shall reasonably determine to
have replaced, amended and restated or modified the facility evidenced by the
Bank Credit Agreement.


 


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