Prepared by MerrillDirect







             THIS WAIVER AND SECOND AMENDMENT TO
CREDIT AGREEMENT (“Waiver and Amendment”), dated as of February 16, 2001, is
entered into by LOUISIANA-PACIFIC CORPORATION (the “Revolving Borrower”),
LOUISIANA-PACIFIC CANADA PULP CO. (the “Term Borrower”), BANK OF AMERICA, N.A.,
as agent for itself and the Banks (the “Agent”), and the Banks party hereto.


RECITALS


A.         The
Revolving Borrower, the Term Borrower, and the several financial institutions
parties thereto (collectively, the “Banks”), and Agent are parties to the
Credit Agreement dated as of January 31, 1997, as amended by the First
Amendment thereto dated as of December 31, 1997 (the “Credit Agreement”),
pursuant to which the Agent and the Banks have extended certain credit
facilities to the Borrowers.



B.          The Borrowers
have reported to the Agent and the Banks the existence of certain events of
default under the Credit Agreement. The Borrowers have requested that the Banks
waive certain events of default and agree to certain amendments of the Credit
Agreement.



C.          The
Banks are willing to waive certain defaults under the Credit Agreement and to
amend the Credit Agreement, subject to the terms and conditions of this Waiver
and Amendment.



             NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


1.          Defined
Terms. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings, if any, assigned to them in the Credit Agreement.



2.          Defaults
and Waiver. The Borrowers acknowledge that they have, since the Closing
Date, erroneously failed to include in their calculation of Funded Debt under
the Credit Agreement unfunded reserves maintained with respect to pending or
threatened disputes or settlement therefor. Subject to the terms and conditions
hereof, the Banks hereby agree to waive any Defaults or Events of Default
arising out of such failure (the “Existing Defaults”), including, without
limitation, with respect to Sections 7.01, 6.07 and 5.13 of the Credit Agreement.
Nothing contained herein shall be deemed a waiver of (or otherwise affect the
Agent’s or the Banks’ ability to enforce) any other Default or Event of
Default, including without limitation (i) any Default or Event of Default as
may now or hereafter exist and arise from or otherwise be related to the
Existing Defaults (including, without limitation, any cross-default arising
under the Credit Agreement (other than a cross-default to the Credit Agreement
dated as of November 21, 2000 among the Revolving Borrower, the financial
institutions party thereto, Bank of America, N.A., as Administrative Agent and
the Syndication Agent and Documentation Agent party thereto) by virtue of any
matters resulting from the Existing Defaults), and (ii) any Default or Event of
Default arising at any time after the Effective Date and which is the same as
any of the Existing Defaults.






3.          Amendments
to Credit Agreement. Effective upon the Effective Date (except as set forth
in subsection (d) below):



(a)         The
Credit Agreement shall be amended by inserting the following new definition in
Section 1.01 thereof, in the appropriate alphabetical order: “Capitalization”
means, as at any time, the sum of Funded Debt and Net Worth.



(b)        The
Credit Agreement shall be amended by inserting the following new provision at
the end of the definition of “Applicable Margin” in Section 1.01 thereof:



Notwithstanding anything herein to the contrary, from
and after July 1, 2001, “Applicable Margin” means, in respect of all Committed
Loans outstanding on any date, 1.00% for Offshore Rate Committed Loans and
0.00% for Base Rate Committed Loans and Swingline Loans.



(c)         The
Credit Agreement shall be amended by inserting the following new provision at
the end of the definition of “Facility Fee Percentage” in Section 1.01 thereof:



Notwithstanding anything herein to the contrary, from
and after July 1, 2001, “Facility Fee Percentage” means 0.25%.



(d)        The
Credit Agreement shall be amended, effective as of December 30, 2000, by
deleting Section 7.01 thereof in its entirety and replacing it with the
following:



7.01 Funded Debt to Capitalization. On a
consolidated basis, permit the ratio of Funded Debt to Capitalization, measured
as of the end of each fiscal quarter, to be in excess of 0.55 to 1.00.



4.          Representations
and Warranties. Each Borrower hereby represents and warrants as follows:



(a)         Other
than the Existing Defaults, no Default or Event of Default has occurred and is
continuing.



(b)        The
execution, delivery and performance by it of this Waiver and Amendment (and, in
the case of the Revolving Borrower, of the Consent referred to below) has been
duly authorized by all necessary corporate and other action and does not and
will not require any registration with, consent or approval of, notice to or
action by, any Person in order to be effective and enforceable. The Credit
Agreement as amended by this Waiver and Amendment (and, in the case of the
Revolving Borrower, the Consent referred to below) constitutes the legal, valid
and binding obligations of it, enforceable against it in accordance with its
respective terms, without defense, counterclaim or offset.






(c)         Subject
to the Existing Defaults, all representations and warranties made by it
contained in the Credit Agreement are true and correct.



(d)        It is
entering into this Waiver and Amendment on the basis of its own investigation
and for its own reasons, without reliance upon the Agent and the Banks or any
other Person.



(e)         Attached
as Schedule I hereto is the accurate computation of Funded Debt to Net Worth
for the periods for which the erroneous calculation described in Section 2
above resulted in an Existing Default.



5.          Effective
Date. This Waiver and Amendment will become effective on February 16, 2001
(“Effective Date”) provided that each of the following conditions precedent has
been satisfied:



(a)         The
Agent has received from the Borrower and the Majority Banks a duly executed
original or facsimile counterpart of this Waiver and Amendment, together with a
duly executed original or facsimile Guarantor Acknowledgment and Consent in the
form attached hereto (“Consent”) (any such facsimiles to be promptly followed
by the originals thereof).



(b)        All
representations and warranties contained herein are true and correct as of the
Effective Date.



6.          Reservation
of Rights. Each Borrower acknowledges and agrees that neither the Agent’s
nor the Banks’ forbearance in exercising their rights and remedies in
connection with the Existing Defaults, nor the execution and delivery by the
Agent and the Banks of this Waiver and Amendment, shall be deemed (i) to create
a course of dealing or otherwise obligate the Agent or the Banks to forbear or
execute similar waivers under the same or similar circumstances in the future,
or (ii) to waive, relinquish or impair any right of the Agent or the Banks to
receive any indemnity or similar payment from any person or entity as a result
of any matter arising from or relating to the Existing Defaults.



7.          Miscellaneous.



(a)         Except
as herein expressly amended, all terms, covenants and provisions of the Credit
Agreement are and shall remain in full force and effect and all references
therein to such Credit Agreement shall henceforth refer to the Credit Agreement
as amended by this Waiver and Amendment. This Waiver and Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.



(b)        This
Waiver and Amendment shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Waiver and
Amendment.






(c)         This
Waiver and Amendment shall be governed by and construed in accordance with the
law of the State of California (without regard to principles of conflicts of
laws).



(d)        This
Waiver and Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.



(e)         This
Waiver and Amendment, together with the Credit Agreement, contains the entire
and exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Waiver and Amendment supersedes all prior
drafts and communications with respect thereto. This Waiver and Amendment may
not be amended except in accordance with the provisions of Section 10.01 of the
Credit Agreement.



(f)         If any
term or provision of this Waiver and Amendment shall be deemed prohibited by or
invalid under any applicable law, such provision shall be invalidated without
affecting the remaining provisions of this Waiver and Amendment or the Credit
Agreement, respectively.



(g)        Each
Borrower covenants to pay to or reimburse the Agent and the Banks, upon demand,
for all costs and expenses (including, without limitation, allocated costs of
in-house counsel) incurred in connection with the development, preparation,
negotiation, execution and delivery of this Waiver and Amendment and the
administration of the Existing Defaults, including, without limitation,
appraisal, audit, search and filing fees incurred in connection therewith.






             IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Waiver and Amendment as of the date first above written.


	 
  	
  LOUISIANA-PACIFIC CORPORATION,
  
	 
  	
  as Revolving Borrower
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  LOUISIANA-PACIFIC CANADA PULP
  
	 
  	
  CO., as Term Borrower
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  BANK OF AMERICA, N.A., as Agent,
  
	 
  	
  Swingline Bank and as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: Vice President
  






 


	 
  	
  ABN AMRO BANK N.V., as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  ROYAL BANK OF CANADA, as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  THE BANK OF NOVA SCOTIA, as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  THE CHASE MANHATTAN BANK, as a
  
	 
  	
  Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  






 


	 
  	
  BANK ONE, N.A., as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  WACHOVIA BANK OF GEORGIA, as a
  
	 
  	
  Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  UNITED STATES NATIONAL
  
	 
  	
  ASSOCIATION, as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  






 


	 
  	
  WELLS FARGO BANK, N.A., as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	
  THE BANK OF NEW YORK, as a Bank
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  






GUARANTOR
ACKNOWLEDGMENT AND CONSENT


             The undersigned, a guarantor or
third party pledgor with respect to the Term Borrower’s obligations to the
Agent and the Banks under the Credit Agreement, hereby (i) acknowledges and
consents to the execution, delivery and performance by the Borrowers of the
foregoing Waiver and Second Amendment to Credit Agreement (“Waiver and
Amendment”), and (ii) reaffirms and agrees that the guaranty, third party
pledge or security agreement to which the undersigned is party and all other
documents and agreements executed and delivered by the undersigned to the Agent
and the Banks in connection with the Credit Agreement are in full force and
effect, without defense, offset or counterclaim. (Capitalized terms used herein
have the meanings specified in the Waiver and Amendment.)


	 
  	
  LOUISIANA-PACIFIC CORPORATION,
  
	 
  	
  as Revolving Borrower
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	
  By: ________________________________
  
	 
  	 
  
	 
  	
  Title: _______________________________
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	 
  	 
  
	
  Dated: ____________________
  	 
  






Schedule
I