Exhibit 10.1(f)
SIXTH AMENDMENT
THIS SIXTH AMENDMENT (this "Amendment"), dated as of May 15, 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 DEFINITIONS OF NOTE
FINANCING SUBSIDIARY AND SUBSIDIARY IN THE CREDIT AGREEMENT AS SET FORTH BELOW.
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.
THE DEFINITIONS OF "NOTE
FINANCING SUBSIDIARY" AND "SUBSIDIARY" APPEARING IN THE CREDIT AGREEMENT ARE
AMENDED AND RESTATED AS FOLLOWS:
"'Note Financing Subsidiary' means a wholly owned subsidiary of Borrower or of a
wholly owned Subsidiary of Borrower which is created to facilitate a Note
Financing and whose only material assets are related Purchase Money Note, the
related transaction documents and the rights and claims associated therewith, or
equity ownership of a subsidiary which owns such Purchase Money Note."
"'Subsidiary' of a Person means (1) a corporation, partnership, joint venture,
limited liability company or other business entity (a) of which a majority of
the shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person and (b) the financial statements of which are consolidated with
those of such Person in accordance with GAAP and (2) with respect to the
Borrower, the Note Financing Subsidiary.
Unless otherwise specified, all
references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrower; provided, that the term "Subsidiary"
shall not include any Dissolving
Subsidiary unless the dissolution of such Dissolving Subsidiary has not been
completed by July 31, 2002."
3.
REPRESENTATIONS AND WARRANTIES.
THE
BORROWER HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE BORROWER OF THIS AMENDMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE AND OTHER ACTION AND DOES NOT AND WILL NOT REQUIRE ANY REGISTRATION
WITH, CONSENT OR APPROVAL OF, NOTICE TO OR ACTION BY, ANY