Exhibit 10.1(g)
SEVENTH AMENDMENT
THIS SEVENTH AMENDMENT (this "Amendment"), dated as of June 19, 2003, is entered
into by and among LOUISIANA-PACIFIC CORPORATION, a Delaware corporation (the
"Borrower"), BANK OF AMERICA, N.A., as agent for the Lenders (the
"Administrative Agent"), and those financial institutions parties to the Credit
Agreement as defined below (collectively, the "Lenders") signatory hereto.
RECITALS
A.
THE BORROWER, THE LENDERS AND THE ADMINISTRATIVE
AGENT ARE PARTIES TO A CREDIT AGREEMENT DATED AS OF NOVEMBER 15, 2001 (AS
AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "CREDIT AGREEMENT"),
PURSUANT TO WHICH THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE EXTENDED CERTAIN
CREDIT FACILITIES TO THE BORROWER.
B.
THE BORROWER HAS REQUESTED THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS AGREE TO AMEND THE CREDIT AGREEMENT TO
PERMIT WACHOVIA TO BECOME AN L/C ISSUER WITH RESPECT TO ISSUANCE OF LETTERS OF
CREDIT IN ADDITION TO EXISTING LETTERS OF CREDIT.
C.
THE LENDERS HAVE AGREED TO SUCH AMENDMENT
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AMENDMENT.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE
DEFINED HEREIN, CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO THEM IN THE CREDIT AGREEMENT.
2.
AMENDMENT OF DEFINITION OF L/C ISSUER.
THE DEFINITION OF "L/C ISSUER" IN SECTION 1.01 OF THE CREDIT AGREEMENT ARE
AMENDED AND RESTATED AS FOLLOWS:
"'L/C Issuer' means (a) either Bank of America in its capacity as an issuer of
Letters of Credit (other than Existing Letters of Credit) hereunder, or any
successor issuer of such Letters of Credit hereunder and (b) Wachovia, in its
capacity as an issuer of Letters of Credit (other than Existing Letters of
Credit) hereunder or any successor issuer of such Letters of Credit hereunder
and, subject to the limitations contained in Section 2.03(l), in its capacity as
the issuer of the Existing Letters of Credit."
3.
EXISTING LETTERS OF CREDIT.
SECTION 2.03(L) OF THE CREDIT AGREEMENT IS AMENDED TO READ AS FOLLOWS:
"(l)
Existing Letters of Credit.
The outstanding standby letters of credit
issued for the Borrower by Wachovia identified on Schedule 2.03(l), to which
copies of such letters of credit are attached, shall be "Existing Letters of
Credit" hereunder and Wachovia shall have the rights and obligations of an L/C
Issuer under all the provisions of the Loan Documents with respect to the
Existing Letters of Credit.
Wachovia shall exercise any rights or remedies it
may have under any reimbursement agreements
1
executed in connection with the Existing Letters of Credit and otherwise act in
respect of such Existing Letters of Credit at the direction of the
Administrative Agent (at the request of the Required Lenders to the extent
required hereunder).
In any such exercise or action, Wachovia shall be subject
to, and entitled to the benefits of, Section 9.01."
4.
CLARIFICATION WITH RESPECT TO SUCCESSOR
LETTER OF CREDIT.
CLAUSE (C) IN THE FOURTH SENTENCE OF SECTION 9.09 IS AMENDED
TO READ AS FOLLOWS:
"(C) THE TERM 'L/C ISSUER' SHALL MEAN, WITH RESPECT TO BANK