Exhibit 10.3(c)
EXECUTION COPY
THIRD AMENDMENT
TO RECEIVABLES SALE AGREEMENT
THIS THIRD AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of April 25, 2003
(this "Amendment"), is entered into by and between LP RECEIVABLES CORPORATION
and LOUISIANA-PACIFIC CORPORATION.
Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below and
amended hereby).
WHEREAS, the parties hereto have entered into that certain Receivables Sale
Agreement, as amended, supplemented or otherwise modified by the First Amendment
dated as of December 27, 2001 and the Limited Waiver of Credit and Security
Agreement and Limited Waiver of and Second Amendment to Receivables Sale
Agreement dated as of July 23, 2002 (such waiver and amendment, as amended,
supplemented or otherwise modified, the "Waiver Agreement") (such Receivables
Sale Agreement, as so amended, supplemented or otherwise modified, the
"Agreement");
WHEREAS, the parties hereto wish to amend the Agreement as hereinafter set
forth;
NOW THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:
SECTION 1.
Amendments. The Agreement is, as of the Effective Date defined
below, hereby amended as follows:
(a)
Section 1.2(b) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(b)
On each Monthly Reporting Date, Originator
shall deliver to Buyer such information as Buyer may reasonably request with
respect to the Receivables sold and/or contributed by Originator to Buyer during
the Settlement Period then most recently ended, including, without limitation,
information regarding the Eligible Receivables transferred by Originator which
shall be included in the related Monthly Report.
(b)
Section 1.3(b) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(b)
With respect to any Receivables coming into
existence after the Initial Cutoff Date, not later than the Purchase Settlement
Date, Buyer shall pay the Purchase Price therefor in accordance with Section
1.3(d) and in the following manner,
(I)
FIRST, BY DELIVERY OF IMMEDIATELY
AVAILABLE FUNDS TO THE EXTENT OF FUNDS MADE AVAILABLE TO BUYER IN CONNECTION
WITH ADVANCES MADE TO BUYER UNDER THE CREDIT AGREEMENT OR OTHER CASH ON HAND,
(II)
SECOND, TO THE EXTENT NOT PAID PURSUANT TO
CLAUSE (I) ABOVE, BY DELIVERY TO LOUISIANA-PACIFIC OF THE PROCEEDS OF A
SUBORDINATED REVOLVING LOAN FROM LOUISIANA-PACIFIC TO BUYER (A "SUBORDINATED
LOAN"), EVIDENCED BY AN ENTRY BY LOUISIANA-PACIFIC ON THE SUBORDINATED NOTE,
IN
AN AMOUNT NOT TO EXCEED THE LEAST OF (A) THE REMAINING UNPAID PORTION OF SUCH
PURCHASE PRICE AND (B) THE MAXIMUM SUBORDINATED LOAN (AGGREGATED WITH ALL
SUBORDINATED LOANS THEN OUTSTANDING) THAT COULD BE BORROWED WITHOUT RENDERING
BUYER'S NET WORTH LESS THAN THE REQUIRED CAPITAL AMOUNT.
LOUISIANA-PACIFIC IS
HEREBY AUTHORIZED BY BUYER TO ENDORSE ON THE SCHEDULE ATTACHED TO THE
SUBORDINATED NOTE AN APPROPRIATE NOTATION EVIDENCING THE DATE AND AMOUNT OF EACH
ADVANCE THEREUNDER, AS WELL AS THE DATE OF EACH PAYMENT WITH RESPECT THERETO,
PROVIDED THAT THE FAILURE TO MAKE SUCH NOTATION SHALL NOT AFFECT ANY OBLIGATION
OF BUYER THEREUNDER; AND
(III)
THIRD, TO