Exhibit 10.4(a)
EXECUTION COPY
SECOND AMENDMENT
TO CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO CREDIT & SECURITY AGREEMENT, dated as of April 25, 2003
(this "Amendment"), is entered into by and between LP RECEIVABLES CORPORATION,
as borrower (the "Borrower"), LOUISIANA-PACIFIC CORPORATION, as master servicer
(the "Master Servicer"), BLUE RIDGE ASSET FUNDING CORPORATION, as lender (the
"Lender"), the committed banks named therein and WACHOVIA BANK, NATIONAL
ASSOCIATION (successor in interest to Wachovia Bank, N.A.), as administrative
agent (the "Administrative Agent").
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 Credit and Security
Agreement (as amended by the Fourth Amendment to Limited Waiver and Amendment to
Credit Agreement dated as of November 13, 2002 or as otherwise 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)
THE SECOND SENTENCE OF SECTION 4.7(E) OF THE AGREEMENT IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
IN ADDITION TO THE FOREGOING, IF THE COMMITMENT OF SUCH PERSON IS REDUCED IN
WHOLE OR IN PART PURSUANT TO SECTION 1.1(B) OR SECTION 1.3 OR BY REASON OF A
PARTIAL ASSIGNMENT PURSUANT TO SECTION 12.1 (WITH THE CONSENT OF BORROWER (NOT
TO BE UNREASONABLY WITHHELD OR DELAYED)), THEN, IN ANY SUCH EVENT, SUCH PERSON
SHALL PAY TO ITS OWN ACCOUNT AN AMOUNT OF FUNDS THEN HELD IN THE ADVANCE ACCOUNT
EQUAL TO THE AMOUNT OF SUCH PARTIAL OR WHOLE REDUCTION, AS APPLICABLE.
(B)
SECTION 4.7 OF THE AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING PARAGRAPH TO THE END THERETO:
(H)
FOR THE AVOIDANCE OF DOUBT, BORROWER MAY REDUCE THE AGGREGATE
COMMITMENT AND/OR THE AGGREGATE PRINCIPAL AT ANY TIME DURING THE REVOLVING
PERIOD, INCLUDING, WITHOUT LIMITATION, AFTER ANY REQUEST FOR AN ADVANCE ACCOUNT
DEPOSIT; PROVIDED, THAT BORROWER SHALL COMPLY WITH THE NOTICE PROVISIONS
PROVIDED IN SECTION 1.1(B) AND SECTION 1.3, AS APPLICABLE.; PROVIDED, FURTHER
THAT THE AGGREGATE COMMITMENT MAY NOT BE REDUCED BELOW THE AGGREGATE PRINCIPAL.
(c)
Section 7.1(a) of the Agreement is hereby amended by adding the
following clause (viii) and renumbering the existing clause (viii) as clause
(ix):
(viii)
Fiscal Reporting.
On each Monthly Reporting Date, a balance
sheet, statement of profit and loss and statement of stockholder's equity of
Borrower for the Fiscal Month most recently ended; prepared in accordance with
GAAP consistently applied.
(d)
Section 7.1(i)(xvi) of the Agreement is hereby amended and
restated in its entirety to read as follows:
(xvi)
maintain at all times sufficient capital in light of its
contemplated business operations, ensure that, for any Calculation Period, the
Borrower's Net Worth shall be greater than or equal to the Required Capital
Amount and refrain