AFFECT THE
TERMS, CONDITIONS, OBLIGATIONS, COVENANTS, OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT, THE LOAN DOCUMENTS, OR ANY RELATED DOCUMENTS, ALL OF WHICH ARE HEREBY
RATIFIED AND AFFIRMED IN ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND
EFFECT.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO THIRD PARTY BENEFICIARIES ARE INTENDED IN CONNECTION
WITH THIS AMENDMENT.
(C)
THIS AMENDMENT, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
(D)
THIS AMENDMENT, MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(E)
THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT, CONTAINS THE ENTIRE AND EXCLUSIVE AGREEMENT OF THE PARTIES HERETO
WITH REFERENCE TO THE MATTERS DISCUSSED HEREIN AND THEREIN.
THIS AMENDMENT,
SUPERSEDES ALL PRIOR DRAFTS AND COMMUNICATIONS WITH RESPECT THERETO.
THIS
AMENDMENT MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.1 OF THE CREDIT AGREEMENT.
(F)
IF ANY TERM OR PROVISION OF THIS
AMENDMENT, SHALL BE DEEMED PROHIBITED BY OR INVALID UNDER ANY APPLICABLE LAW,
SUCH PROVISION SHALL BE INVALIDATED WITHOUT AFFECTING THE REMAINING PROVISIONS
OF THIS AMENDMENT OR THE CREDIT AGREEMENT, RESPECTIVELY.
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(G)
THE BORROWER HEREBY COVENANTS TO PAY OR TO
REIMBURSE THE ADMINISTRATIVE AGENT AND THE LENDERS, UPON DEMAND, FOR ALL
REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND EXPENSES)
INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION, NEGOTIATION, EXECUTION
AND DELIVERY OF THIS AMENDMENT.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
LOUISIANA-PACIFIC
CORPORATION, as the Borrower
By:
Name:
Title:
S-1
BANK OF AMERICA, N.A., as
Administrative Agent, an L/C Issuer and a
Lender
By:
Name:
Title:
S-2
WACHOVIA BANK, N.A., as Syndication
Agent, L/C Issuer and a Lender
By:
Name:
Title:
S-3
ROYAL BANK OF CANADA, as
Documentation Agent and a Lender
By:
Name:
Title:
S-4
THE BANK OF NOVA SCOTIA, as a
Lender
By:
Name:
Title:
S-5
EXPORT DEVELOPMENT CANADA, as a Lender
By:
Name:
Title:
By:
Name:
Title:
S-6