Exhibit 10.5(b)
CONSENT AND THIRD AMENDMENT
TO STANDBY PURCHASE
AND NOTE SUPPORT AGREEMENT
THIS CONSENT AND THIRD AMENDMENT (this "Third Amendment"), dated as of
December 30, 2001, is entered into by and among LOUISIANA-PACIFIC CORPORATION, a
Delaware Corporation ("L-P"), BANK OF AMERICA, N.A., a national banking
association ("BofA"), and CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian
chartered bank ("CIBC").
RECITALS:
A.
L-P, BofA and CIBC are parties to a Standby Purchase and Note
Support Agreement, dated as of August 16, 1999, as amended by the Waiver and
First Amendment to Standby Purchase and Note Support Agreement, dated as of
July 18, 2001, and the Second Amendment (the "Second Amendment") to Standby
Purchase and Note Support Agreement, dated as of November 15, 2001
(collectively, the "Agreement"), pursuant to which L-P has agreed to purchase
certain Installment Notes (as such term is defined therein) from BofA and CIBC
under certain circumstances.
B.
L-P previously entered into a Credit Agreement, dated as of
November 15, 2001 (the "Credit Agreement"), by and among L-P, the several
financial institutions from time to time party thereto (collectively, the
"Banks"), and BofA, as agent for the Banks, certain covenants of which were
incorporated by reference in the Agreement upon the effectiveness of the Second
Amendment.
C.
Concurrently with the execution of this Third Amendment, L-P,
Banks constituting "Required Lenders" under the Credit Agreement, and BofA, as
agent for the Banks, are entering into a Consent and First Amendment, dated as
of December 30, 2001 (the "Consent and First Amendment"), pursuant to which
(i) such Banks are consenting to the exclusion of certain non-cash unusual
charges from the calculation of Consolidated Net Income (as defined in the
Credit Agreement) for the four consecutive fiscal quarter period ended
December 31, 2001, and (ii) L-P and such Banks are amending Section 7.01(n) of
the Credit Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Consent and Acknowledgement.
(a)BofA and CIBC hereby consent to the exclusion described in Section 2 of the
Consent and First Amendment and BofA and CIBC acknowledge that such consent is
effective as a consent applicable in respect of the covenants as incorporated in
the Agreement.
BofA and CIBC hereby consent to the amendment to the Credit Agreement described
in Section 3 of the Consent and First Amendment and BofA and CIBC acknowledge
that such amendment is effective pursuant to Section 2(a)(i) of the Agreement as
an amendment of such covenants as incorporated in the Agreement.
2.
Representations and Warranties.
L-P hereby represents and
warrants as follows:
(a)
No breach or default has occurred and is continuing under the
Agreement, as amended by this Third Amendment.
(b)
The execution, delivery and performance of this Third Amendment by
L-P have been duly authorized by all necessary corporate and other action and do
not and will not require any registration with, consent or approval of, notice
to or action by, any person (including any governmental agency) in order to be
effective and enforceable. The Agreement, as amended by