fourthamendmentarcredita






  CHAR1\1820777v2  FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT      THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT  dated as of August 6, 2021 (this “Agreement”) is entered into among Louisiana-Pacific Corporation, a  Delaware corporation (the “Borrower”), the Lenders and Voting Participants party hereto, American  AgCredit, PCA, as Administrative Agent and CoBank, ACB, as L/C Issuer.  Capitalized terms used but not  otherwise defined herein have the meanings provided in the Credit Agreement (as defined below).    RECITALS     WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time  to time party thereto, American AgCredit, PCA, as Administrative Agent and CoBank, ACB, as L/C Issuer,  have entered into that certain Amended and Restated Credit Agreement dated as of June 27, 2019 (as  amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit  Agreement”);    WHEREAS, the Borrower has requested that the Lenders and Voting Participants constituting  Required Lenders agree to amend the Credit Agreement as further set forth herein; and    WHEREAS, the Lenders and Voting Participants party hereto are willing to agree to such  amendments, subject to the terms and conditions set forth herein.    AGREEMENT     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,  and for other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:    1. Amendment. Section 8.11 of the Credit Agreement is hereby amended and restated in its  entirety to read as follows:  8.11 Financial Covenant.  Permit the Capitalization Ratio as of the end of any fiscal  quarter of the Borrower to be greater than 57.5%.  2. Conditions Precedent.  This Agreement shall become effective as of the date hereof upon  receipt by the Administrative Agent of a copy of this Agreement duly executed by the Borrower, any  Guarantors, Lenders and Voting Participants constituting Required Lenders, and the Administrative Agent.  3. Miscellaneous.      (a) The Credit Agreement (as amended hereby) and the obligations of the Loan Parties  thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain  in full force and effect according to their terms.    (b) The Borrower hereby represents and warrants as follows:     (i) Each Loan Party has taken all necessary action to authorize the execution,  delivery and performance of this Agreement.     (ii) This Agreement has been duly executed and delivered by the Loan Parties  and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable  in accordance with its terms, except as such enforceability may be limited by Debtor Relief  





 






2  CHAR1\1820777v2  Laws and general principles of equity (regardless of whether such enforceability is  considered in a proceeding in equity or at law).    (iii) No material approval, consent, exemption, authorization or other action  by, or notice to, or filing with, any Governmental Authority or any other Person is  necessary or required in connection with the execution, delivery or performance by, or  enforcement against, any Loan Party of this Agreement other than those that have already  been obtained and are in full force and effect.    (iv) No actions, suits, proceedings, claims or disputes pending or, to the  knowledge of the Loan Parties, threatened or contemplated, at law, in equity, in arbitration  or before any Governmental Authority, by or against any Loan Party or any of its  Subsidiaries or against any of their properties or revenues exists that (x) purport to affect  or pertain to this Agreement or any of the transactions contemplated hereby or (y) could  reasonably be expected to have a Material Adverse Effect.      (c) The Loan Parties represent and warrant to the Lenders that after giving effect to  this Agreement the representations and warranties of the Loan Parties set forth in Article VI of the  Credit Agreement and in each other Loan Document are true and correct in all material respects as  of the date hereof with the same effect as if made on and as of the date hereof, except to the extent  such representations and warranties expressly relate solely to an earlier date.      (d) This Agreement may be executed in any number of counterparts, each of which  when so executed and delivered shall be an original, but all of which shall constitute one and the  same instrument.  This Agreement and any certificate or other instrument delivered hereunder or  in connection herewith and signature pages thereto may be executed and delivered by electronic  means (including electronic image, facsimile, “.pdf”, “.tif” and “.jpeg”), and thereupon such  agreement, certificate or instrument shall be treated in each case and in all manner and respects and  for all purposes as an original agreement, certificate or instrument and shall be considered to have  the same binding legal effect as if it were an original manually-signed counterpart thereof delivered  in person.      (e) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR  CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED  UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE  TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.       (f) The Borrower agrees to reimburse the Administrative Agent for the reasonable and  documented out-of-pocket expenses incurred by it in connection with this Agreement, including  the reasonable and documented fees, charges and disbursements of Moore & Van Allen PLLC,  counsel for the Administrative Agent.         [The Signature Pages Follow] 





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT   Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and  delivered as of the date first above written.    BORROWER:   LOUISIANA-PACIFIC CORPORATION,  a Delaware corporation    By: /s/ Bob Hopkins    Name: Bob Hopkins  Title: Treasurer         





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  ADMINISTRATIVE  AGENT:   AMERICAN AGCREDIT, PCA,  as Administrative Agent      By:/s/ Daniel K. Hansen    Name: Daniel K. Hansen  Title: Vice President    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  L/C ISSUER:    COBANK, ACB,  as L/C Issuer      By: /s/ Robert Prickett    Name: Robert Prickett  Title: Vice President    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  LENDERS:    AMERICAN AGCREDIT, PCA,  as a Lender      By: /s/ Daniel K. Hansen    Name: Daniel K. Hansen  Title: Vice President    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  COBANK, FCB,  as a Lender      By: /s/ Robert Prickett    Name: Robert Prickett      Title: Vice President  





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT SERVICES OF AMERICA, PCA,  as a Lender      By: /s/ Nicholas King    Name: Nicholas King  Title: Vice President    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  VOTING PARTICIPANTS: AGFIRST FARM CREDIT BANK,  as a Voting Participant   By: /s/ Michael Mancini   Name: Michael Mancini  Title: Vice President  





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT MID-AMERICA, FLCA,  as a Voting Participant   By: /s/ Tabatha Hamilton    Name: Tabatha Hamilton  Title: Vice President Food and Agribusiness    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT BANK OF TEXAS,  as a Voting Participant   By: /s/ Alan Robinson    Name: Alan Robinson  Title: Vice President    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  GREENSTONE FARM CREDIT SERVICES, FLCA,  as a Voting Participant   By: /s/ Shane Prichard    Name: Shane Prichard  Title: VP Capital Markets 





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  AGCOUNTRY FARM CREDIT SERVICES, FLCA,  as a Voting Participant   By: /s/ Lisa Caswell    Name: Lisa Caswell  Title: Vice President  





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  NORTHWEST FARM CREDIT SERVICES, FLCA,  as a Voting Participant   By: /s/ Jeremy A. Roewe    Name: Jeremy A. Roewe  Title: Vice President      





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT EAST, ACA,  as a Voting Participant   By: /s/ Benjamin Thompson    Name: Benjamin Thompson  Title: Vice President      





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT WEST, FLCA,  as a Voting Participant   By: /s/ Robert Stornetta    Name: Robert Stornetta   Title: Senior Vice President, Capital Markets 





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  CAPITAL FARM CREDIT, FLCA,  as a Voting Participant   By: /s/ Vladimir Kolesnikov    Name: Vladimir Kolesnikov  Title: Capital Markets Director    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FIRST SOUTH FARM CREDIT, ACA,  as a Voting Participant   By: /s/ Daniel Sims    Name: Daniel Sims  Title: AVP    





 






  LOUISIANA-PACIFIC CORPORATION  FOURTH AMENDMENT  FARM CREDIT OF FLORIDA, ACA, as agent/nominee for Florida  Federal Land Bank, FLCA  as a Voting Participant   By: /s/ Jennifer Dueboay    Name: Jennifer Dueboay  Title: Capital Markets Officer