Exhibit



EXECUTION VERSION



SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 


THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 27, 2020 (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 6.05(c) of the Credit Agreement is hereby amended to include the following proviso at the end thereof:
; provided, that, the impacts of the ongoing COVID-19 pandemic on the business, assets, income, properties, liabilities (actual or contingent), operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, that have been disclosed to the Administrative Agent and Lenders prior to the First Amendment Effective Date, or otherwise publicly available in filings with the Securities and Exchange Commission made prior to the First Amendment Effective Date, shall be disregarded, in each case to the extent so disclosed. 
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 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]


2
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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
SECOND AMENDMENT









ADMINISTRATIVE
AGENT:            AMERICAN AGCREDIT, PCA,
as Administrative Agent




By: /s/ Michael J. Balok
Name: Michael J. Balok
Title: Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








L/C ISSUER:             COBANK, ACB,
as L/C Issuer




By: /s/ Robert Prickett
Name: Robert Prickett
Title: Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








LENDERS:             AMERICAN AGCREDIT, PCA,
as a Lender




By: /s/ Michael J. Balok
Name: Michael J. Balok
Title: Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








COBANK, ACB,
as a Lender




By: /s/ Robert Prickett
Name: Robert Prickett
Title: Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








FARM CREDIT SERVICES OF AMERICA, PCA,
as a Lender




By: /s/ Nicholas King
Name: Nicholas King
Title: Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








		
	VOTING PARTICIPANTS:
	AGFIRST FARM CREDIT BANK,


as a Voting Participant 
By: /s/ J. Michael Mancini, Jr.
Name: J Michael Mancini, Jr.
Title: Vice President






LOUISIANA-PACIFIC CORPORATION
SECOND 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
SECOND AMENDMENT








FARM CREDIT BANK OF TEXAS,
as a Voting Participant 
By: /s/ Alan Robinson
Name: Alan Robinson
Title: Vice President 








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








GREENSTONE FARM CREDIT SERVICES, FLCA,
as a Voting Participant 
By: /s/ Shane Prichard
Name: Shane Prichard
Title: Vice President – Capital Markets 






LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








AGCOUNTRY FARM CREDIT SERVICES, FLCA,
as a Voting Participant 
By: /s/ Warren Shoen
Name: Warren Shoen
Title: Senior Vice President 






LOUISIANA-PACIFIC CORPORATION
SECOND 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
SECOND AMENDMENT








FARM CREDIT EAST, ACA,
as a Voting Participant 
By: /s/ Eric W. Pohlman
Name: Eric W. Pohlman 
Title: Vice President 










LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








FARM CREDIT WEST, FLCA,
as a Voting Participant 
By: /s/ Peter Huffine
Name: Peter Huffine
Title: Senior Vice President, Chief Lending Officer






LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








CAPITAL FARM CREDIT, FLCA,
as a Voting Participant 
By: /s/ Vladimir Kolesnikov
Name: Vladimir Kolesnikov
Title: Capital Markets Director








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








FIRST SOUTH FARM CREDIT, ACA,
as a Voting Participant 
By: /s/ Daniel Sims
Name: Daniel Sims
Title: Assistant Vice President








LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT








FARM CREDIT OF FLORIDA, FLCA,
as a Voting Participant 
By: /s/ Jennifer Dueboay
Name: Jennifer Dueboay
Title: Capital Markets Administrator




















LOUISIANA-PACIFIC CORPORATION
SECOND AMENDMENT