Exhibit 10.1(h)
EIGHTH AMENDMENT
THIS EIGHTH AMENDMENT (this "Eighth Amendment"), dated as of September 3, 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 OR MODIFIED 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 ASKED THE LENDERS TO
REDUCE THE AGGREGATE COMMITMENTS, RELEASE CERTAIN COLLATERAL AND TO OTHERWISE
AMEND THE CREDIT AGREEMENT IN CERTAIN RESPECTS, AND SUBJECT TO THE TERMS AND
CONDITIONS OF THIS EIGHTH AMENDMENT, THE LENDERS HAVE AGREED TO DO SO.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties 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 (AS AMENDED HEREBY).
2.
AMENDMENT TO CREDIT AGREEMENT.
(A)
THE CREDIT AGREEMENT (EXCLUSIVE OF
SCHEDULES AND EXHIBITS) IS HEREBY AMENDED TO READ AS SHOWN ON THE VERSION OF THE
CREDIT AGREEMENT ATTACHED HERETO AS ATTACHMENT A.
(B)
ALL SCHEDULES AND EXHIBITS TO THE CREDIT
AGREEMENT ARE HEREBY AMENDED AND RESTATED AS ATTACHED HERETO AND, IF NOT SO
AMENDED AND RESTATED, ARE HEREBY DELETED.
IN CONNECTION WITH THE AMENDMENT AND
RESTATEMENT OF SCHEDULE 2.01 TO THE CREDIT AGREEMENT, THE LENDERS HEREBY WAIVE
ANY NOTICE OF REDUCTION IN COMMITMENT REQUIRED BY THE CREDIT AGREEMENT.
3.
RELEASE OF COLLATERAL.
ON THE
EFFECTIVE DATE, THE ADMINISTRATIVE AGENT WILL EXECUTE AND DELIVER TO THE
BORROWER SUCH RELEASES, RECONVEYANCES, TERMINATION STATEMENTS OR OTHER DOCUMENTS
("RELEASE DOCUMENTS") AS MAY BE REQUIRED TO RELEASE THE LIEN OF THE
ADMINISTRATIVE AGENT (FOR THE BENEFIT OF THE LENDERS) ON ALL COLLATERAL (AS SUCH
TERM IS USED IN THE CREDIT AGREEMENT PRIOR TO ITS AMENDMENT HEREBY)
EXCEPT FOR SUCH RESTRICTED CASH COLLATERAL AS MAY BE REQUIRED TO CAUSE THE
COLLATERAL VALUE OF THE BORROWING BASE TO BE NOT LESS THAN THE TOTAL
OUTSTANDINGS AS OF THE EFFECTIVE DATE (THE "RETAINED CASH COLLATERAL").
AS OF
THE EFFECTIVE DATE, ALL COLLATERAL DOCUMENTS RELATING TO ANY COLLATERAL OTHER
THAN THE RETAINED CASH COLLATERAL ARE HEREBY TERMINATED AND ANY SECURITY
INTERESTS GRANTED THEREUNDER ARE HEREBY RELEASED (EXCEPT FOR SECURITY INTERESTS
IN THE RETAINED CASH COLLATERAL).
THE LENDERS HEREBY CONSENT TO SUCH
TERMINATION AND RELEASE.
ON THE FIRST (1ST ) BUSINESS DAY FOLLOWING THE
EFFECTIVE DATE, THE ADMINISTRATIVE AGENT WILL REMIT TO THE BORROWER THE AMOUNT
OF RESTRICTED CASH COLLATERAL IN EXCESS OF THE RETAINED CASH COLLATERAL.
4.
WAIVER.
LENDERS HEREBY WAIVE ANY
DEFAULT OR EVENT OF DEFAULT OCCURRING PRIOR TO THE EFFECTIVE DATE WHICH WOULD
NOT CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT AS
RESTATED PURSUANT TO