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Exhibit 10.2(c)    
  


THIRD AMENDMENT

TO 2001 LP CANADA CREDIT AGREEMENT  


THIS
THIRD AMENDMENT TO 2001 LP CANADA CREDIT AGREEMENT is dated for reference February 24, 2003 


AMONG:  



LOUISIANA-PACIFIC CANADA LTD., a British Columbia company having an office at 2100 - 1075 West Georgia Street,
Vancouver, British Columbia, V6E 3G2 




AND:  



LOUISIANA-PACIFIC CORPORATION, a Delaware corporation having an office at 1200, 805 S.W. Broadway, Portland, Oregon, U.S.A., 97205 




AND:  



ROYAL BANK OF CANADA, a Canadian chartered bank, having its head office in Montreal, Quebec, and a branch office at 1025 West Georgia Street, Vancouver,
British Columbia, V6E 3N9 




WHEREAS:



A.    The
parties entered into a credit agreement dated for reference November 30, 2001, which credit agreement was amended by a Waiver and First Amendment dated as of July 23,
2002 and a Second Amendment Agreement dated for reference November 27, 2002 (together the "Credit Agreement"); 



B.    The
parties have agreed to amend the Credit Agreement as provided in this agreement ("Amendment Agreement"). 


WITNESSETH
THAT in consideration of the mutual covenants and agreements herein, the parties covenant and agree as follows: 


1.    Interpretation


        1.1    Words
with an initial capital letter which are not otherwise defined in the Amendment Agreement have the meanings defined in the Credit Agreement as amended by the
Amendment Agreement. 


        1.2    The
Amendment Agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable in that
Province. 


        1.3    Wherever
the singular or the masculine are used in the Amendment Agreement, the same shall be deemed to include the plural or the feminine or vice versa and a body
politic or corporate where the context or the parties so require. 


        1.4    Unless
otherwise specified all statements of, or references to dollar amounts in this Amendment Agreement without currency specification shall refer to Canadian Funds. 


2.    Representations and Warranties


        Each
of the Borrower and the Guarantor severally represents and warrants to Royal that the execution and delivery of the Amendment Agreement and any required exhibits will not contravene
a provision of any regulation, order or permit applicable to it or cause a conflict with or contravention of its
constating documents or cause a breach of or constitute a default under or require any consent under any instrument or agreement to which it is a party or by which it is bound except such as have been
obtained or waived, as the case may be. 





 



3.    Amendment


        If
the conditions set forth in §4 of the Amendment Agreement have been met or waived prior to or at the Effective Time then, as of the Effective Time, the Credit Agreement
shall be amended as follows: 



	(a)
	by
deleting the definition of "Purchase Money Note";



	(b)
	by
deleting §7.2(q) and substituting the following:



	"(q)
	it
will not permit Consolidated EBITDDA, for any period of four consecutive quarters ending on a date listed below, to be less than the ratio set forth opposite such date: 








	Fiscal Quarters Ending
 
	 	Minimum EBITDDA
	 
	December 31, 2001	 	$	50,000,000	 
	March 31, 2002	 	$	60,000,000	 
	June 30, 2002	 	$	40,000,000	 
	September 30, 2002	 	$	70,000,000	 
	December 31, 2002	 	$	120,000,000	 
	March 31, 2003	 	$	160,000,000	 
	June 30, 2003	 	$	184,000,000	 
	September 30, 2003	 	$	200,000,000	 
	December 31, 2003	 	$	212,000,000	 
	March 31, 2004	 	$	240,000,000	 
	June 30, 2004 and thereafter	 	$	260,000,000	"






4.    Conditions Precedent


        Royal
shall have no obligation to amend the Credit Agreement, as provided by this Amendment Agreement unless, on or prior to the Satisfaction Date specified in §5.2 it shall
have received: 



	(a)
	the
Amendment Agreement duly executed by the Borrower and the Guarantor;



	(b)
	certified
copies of authorizing resolutions of the boards of directors of the Borrower and the Guarantor or of a duly constituted and authorized committee of the board of directors of
the Borrower or the Guarantor, as the case may be, both in form and content satisfactory to Royal and its counsel, authorizing the execution and delivery of the Amendment Agreement;



	(c)
	a
notice of agreement and confirmation in substantially the form of Exhibit I, II and III from respectively the Guarantor, LP Engineered Wood Products Ltd. and
Louisiana-Pacific B.C. Forest Products Limited. 




5.    General


        5.1    The
Amendment Agreement may be executed in one or more counterparts or facsimile counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which together shall constitute one document in writing. 



        5.2    The
Amendment Agreement shall be effective as of 23:59 hours, local Vancouver time, on the date as of which the Amendment Agreement is executed ("Effective Time")
if on or prior to February 24, 2003 or such earlier or later date as may be agreed among Royal, the Borrower and the Guarantor ("Satisfaction Date"), Royal shall have received the documents
described in §4. 


        5.3    The
Borrower and the Guarantor will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents (including certificates,
declarations, affidavits, reports and opinions) and things as Royal may reasonably require for the purpose of giving effect to the Amendment Agreement. 


2





 



The
Amendment Agreement has been executed as of the 24 day of February, 2003. 



	The COMMON SEAL of LOUISIANA-	 	)	 	Address for Notice
	PACIFIC CANADA LTD. was hereunto affixed	 	)	 	c/o Louisiana-Pacific Corporation
	in the presence of:	 	)	 	1200, 805 S.W. Broadway
	 	 	)	 	Portland, Oregon
	 	 	)	 	U.S.A. 97205
	
	 	)	 	 
	Authorized Signatory	 	)	 	Phone: (503) 821-5100
	 	 	)	 	Fax: (503) 821-5322
	 	 	)	 	Attention: Vice-President and C.F.O.
	 	 	)	 	 
	
	 	)	 	With a copy to
	Authorized Signatory	 	)	 	Fasken, Martineau, DuMoulin LLP
	 	 	)	 	2100-1075 West Georgia Street
	 	 	)	 	Vancouver, British Columbia
	 	 	)	 	V6E 3G2
	 	 	)	 	 
	 	 	)	 	Phone: (604) 631-3131
	 	 	)	 	Fax: (604) 631-3232
	 	 	)	 	Attention: J. S. McKercher or D. J. Weaver





	
	 	 	 	 
	The COMMON SEAL of LOUISIANA-	 	)	 	Address for Notice
	PACIFIC CORPORATION was hereunto	 	)	 	Louisiana-Pacific Corporation
	Affixed in the presence of:	 	)	 	Suite 1200, 805 S.W. Broadway
	 	 	)	 	Portland, Oregon
	 	 	)	 	U.S.A. 97205
	
	 	)	 	 
	Authorized Signatory	 	)	 	Phone: (503) 821-5100
	 	 	)	 	Fax: (503) 821-5322
	 	 	)	 	Attention: Vice President and C.F.O.
	 	 	)	 	 
	
	 	)	 	 
	Authorized Signatory	 	)	 	 





	
ROYAL BANK OF CANADA	
 	

)	
 	

RBC Capital Markets
	 	 	 	)	 	Suite 2100, Park Place
	 	 	 	)	 	666 Burrard Street
	 	 	 	)	 	Vancouver, British Columbia
	By:	 	 	 	 	 
	 	
	 	)	 	V6C 3B1
	 	Gerry Derbyshire	 	)	 	Attention: Managing Director
	 	Managing Director	 	)	 	 
	 	 	 	)	 	Phone: (604) 257-7100
	 	 	 	)	 	Fax: (604) 665-6465




3





EXHIBIT I TO THE AMENDMENT AGREEMENT  


NOTICE
OF AGREEMENT, REQUEST AND CONFIRMATION

Dated as of February 24, 2003 



	TO:	 	ROYAL BANK OF CANADA
	

Re:	
 	

Guarantee (Particular Guarantee) dated for reference November 30, 2001 and executed December 14, 2001 ("Guarantee") by the Guarantor in favour of Royal guaranteeing the obligations of the Borrower under the Credit Agreement as amended by
the Amendment Agreement





        Words
with an initial capital letter which are not otherwise defined in the Notice of Agreement, Request and Confirmation have the meanings defined in the Credit Agreement as amended by
the Amendment Agreement. 


1.    The
Borrower has asked Royal to enter into the Amendment Agreement; 


2.    This
is notice that the undersigned is aware of the reasons for the Amendment Agreement and concurs with the Borrower's aforesaid request to Royal; 


3.    The
undersigned hereby joins the Borrower in its request to Royal that it enter into the Amendment Agreement and acknowledges the terms of the Credit Agreement as amended by the
Amendment Agreement and confirms that the Guarantee remains valid, binding and enforceable against the Guarantor. 



	LOUISIANA-PACIFIC CORPORATION	 	 
	 	 	 
	
 Authorized Signatory	 	 
	 	 	 
	
 Authorized Signatory	 	 







EXHIBIT II TO THE AMENDMENT AGREEMENT  


NOTICE
OF AGREEMENT, REQUEST AND CONFIRMATION

Dated as of February 24, 2003 



	TO:	 	ROYAL BANK OF CANADA
	

Re:	
 	

Guarantee dated for reference November 30, 2001 and executed December 14, 2001 ("Guarantee") by the undersigned in favour of Royal guaranteeing the obligations of the Borrower under the Credit Agreement as amended by the Amendment
Agreement





        Words
with an initial capital letter which are not otherwise defined in the Notice of Agreement, Request and Confirmation have the meanings defined in the Credit Agreement as amended by
the Amendment Agreement. 


1.    The
Borrower has asked Royal to enter into the Amendment Agreement; 


2.    This
is notice that the undersigned is aware of the reasons for the Amendment Agreement and concurs with the Borrower's aforesaid request to Royal; 


3.    The
undersigned hereby joins the Borrower in its request to Royal that it enter into the Amendment Agreement and acknowledges the terms of the Credit Agreement as amended by the
Amendment Agreement and confirms that the Guarantee remains valid, binding and enforceable against the undersigned. 



	LP ENGINEERED WOOD PRODUCTS LTD.	 	 
	 	 	 
	
 Authorized Signatory	 	 
	 	 	 
	
 Authorized Signatory	 	 







EXHIBIT III TO THE AMENDMENT AGREEMENT  


NOTICE
OF AGREEMENT, REQUEST AND CONFIRMATION

Dated as of February 24, 2003 



	TO:	 	ROYAL BANK OF CANADA
	

Re:	
 	

Guarantee dated for reference November 30, 2001 and executed December 14, 2001 ("Guarantee") by the undersigned in favour of Royal guaranteeing the obligations of the Borrower under the Credit Agreement as amended by the Amendment
Agreement





        Words
with an initial capital letter which are not otherwise defined in the Notice of Agreement, Request and Confirmation have the meanings defined in the Credit Agreement as amended by
the Amendment Agreement. 


1.    The
Borrower has asked Royal to enter into the Amendment Agreement; 


2.    This
is notice that the undersigned is aware of the reasons for the Amendment Agreement and concurs with the Borrower's aforesaid request to Royal; 


3.    The
undersigned hereby joins the Borrower in its request to Royal that it enter into the Amendment Agreement and acknowledges the terms of the Credit Agreement as amended by the
Amendment Agreement and confirms that the Guarantee remains valid, binding and enforceable against the undersigned. 



	LOUISIANA-PACIFIC B. C. FOREST PRODUCTS LIMITED
	 	 	 
	
 Authorized Signatory	 	 
	 	 	 
	
 Authorized Signatory	 	 









	 	 	
	 	 
	 	 	AMONG:	LOUISIANA-PACIFIC CANADA LTD.	 	 
	

 	
 	

AND:	

LOUISIANA-PACIFIC CORPORATION	
 	

 
	

 	
 	

AND:	

ROYAL BANK OF CANADA	
 	

 
	

 	
 	

 	

 	
 	

 
	 	 	
	 	 
	 	 	THIRD AMENDMENT TO

2001 LP CANADA CREDIT AGREEMENT

(Dated for reference November 30, 2001)
	 	 
	

 	
 	

 	

 	
 	

 
	 	 	BULL, HOUSSER & TUPPER

BARRISTERS & SOLICITORS

#3000 - 1055 WEST GEORGIA

VANCOUVER, B.C. V6E 3R3

641-4848

File No. 8929978	 	 











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Exhibit 10.2(c)