Lafarge North America Inc Sample Contracts

and CITIBANK, N.A., as Trustee Supplemental Indenture relating to
Lafarge Corp • July 6th, 1998 • Cement, hydraulic • New York
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RECITALS
Management Agreement • August 14th, 2001 • Lafarge Corp • Cement, hydraulic • New York
RECITALS
Option Agreement • August 14th, 2001 • Lafarge Corp • Cement, hydraulic • New York
among
Credit Agreement • March 31st, 1999 • Lafarge Corp • Cement, hydraulic • Illinois
EXHIBIT 10.1 RECEIVABLES PURCHASE AGREEMENT DATED AS OF OCTOBER 13, 2000
Receivables Purchase Agreement • November 9th, 2000 • Lafarge Corp • Cement, hydraulic • New York
AGREEMENT
Agreement • August 14th, 2001 • Lafarge Corp • Cement, hydraulic • Virginia
EXHIBIT 10.2 RECEIVABLES SALE AGREEMENT DATED AS OF OCTOBER 13, 2000
Receivables Sale Agreement • November 9th, 2000 • Lafarge Corp • Cement, hydraulic • New York
ARTICLE I
Day Credit Agreement • May 15th, 2002 • Lafarge North America Inc • Cement, hydraulic • New York
1 EXHIBIT 10.20 2 AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Credit Facility Agreement • March 27th, 1997 • Lafarge Corp • Cement, hydraulic • New York
ARTICLE I
Credit Agreement • April 2nd, 2001 • Lafarge Corp • Cement, hydraulic • New York
AGREEMENT
Agreement • August 14th, 2001 • Lafarge Corp • Cement, hydraulic • Virginia
DATED AS OF JUNE 3, 1998 AMONG
Stock Purchase Agreement • June 18th, 1998 • Lafarge Corp • Cement, hydraulic • New York
RECITALS
Sharing Agreement • March 27th, 1997 • Lafarge Corp • Cement, hydraulic • Virginia
ARTICLE I
Year Credit Agreement • May 15th, 2002 • Lafarge North America Inc • Cement, hydraulic • New York
1 SIGNATURE COPY - JUNE 3, 1998 ACQUISITION AGREEMENT
Acquisition Agreement • June 18th, 1998 • Lafarge Corp • Cement, hydraulic • Ontario
AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 3rd, 2005 • Lafarge North America Inc • Cement, hydraulic • New York

This Amended and Restated Management Agreement (this “Agreement”) effective as of January 1, 2006, by and among Lafarge North America Inc., a Maryland corporation (“LNA”), Lafarge S.A., a corporation organized and existing under the laws of France (“Lafarge”), and Blue Circle North America, an Alabama corporation and an indirect subsidiary of Lafarge (“BCNA”).

AGREEMENT
Agreement • March 17th, 2006 • Lafarge North America Inc • Cement, hydraulic

This Agreement dated March 16, 2006, between Lafarge North America Inc., a Maryland corporation (“Lafarge N.A.”) formerly known as Lafarge Corporation, Kilmer Van Nostrand Co. Limited, an Ontario corporation (“Kilmer”) and Kilmer LCW Limited, an Ontario subsidiary corporation of Kilmer (“LCW”):

COMMERCIAL PAPER ISSUING AND PAYING AGENT AGREEMENT
Commercial Paper Issuing and Paying Agent Agreement • April 2nd, 2001 • Lafarge Corp • Cement, hydraulic • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 23rd, 2006 • Lafarge North America Inc • Cement, hydraulic • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into this day of March, 2006 (“Agreement”), by and between Lafarge North America Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

CONTROL OPTION AGREEMENT
Control Option Agreement • March 15th, 2004 • Lafarge North America Inc • Cement, hydraulic • Maryland

Control Option Agreement, dated as of November 1, 2003 (the “Agreement”), between Lafarge North America Inc., a Maryland corporation (the “Company”), and Lafarge S.A., a French corporation (the “Parent”).

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RECITALS
Supplemental Agreement Regarding Employees and Employee Benefits • March 28th, 2002 • Lafarge North America Inc • Cement, hydraulic
FIVE YEAR CREDIT AGREEMENT Dated as of September 12, 2005
Five Year Credit Agreement • September 14th, 2005 • Lafarge North America Inc • Cement, hydraulic • New York

LAFARGE NORTH AMERICA INC., a Maryland corporation (the “Company”), LAFARGE CANADA INC., a Canadian federal corporation (“Lafarge Canada”), the Significant Subsidiaries of the Company listed on the signature pages hereof (the Company, Lafarge Canada and each such Significant Subsidiary, an “Initial Borrower” and collectively, the “Initial Borrowers”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent, CITIGROUP GLOBAL MARKETS INC. and WACHOVIA SECURITIES, INC., as joint lead arrangers and joint bookrunners, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

LAFARGE CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TRUST
Supplemental Executive Retirement Plan Trust • March 1st, 2006 • Lafarge North America Inc • Cement, hydraulic • North Carolina

THIS TRUST AGREEMENT, made by and between LAFARGE CORPORATION, a Maryland corporation (the “Company”), and WACHOVIA BANK OF NORTH CAROLINA, N.A., a national banking association (the “Trustee”);

U.S. $300,000,000 THREE-YEAR CREDIT AGREEMENT Dated as of April 16, 2004 Among LAFARGE NORTH AMERICA INC. and THE OTHER BORROWERS NAMED HEREIN as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative...
Year Credit Agreement • May 10th, 2004 • Lafarge North America Inc • Cement, hydraulic • New York

LAFARGE NORTH AMERICA INC., a Maryland corporation (the “Company”), the Significant Subsidiaries of the Company listed on the signature pages hereof (the Company and each such Significant Subsidiary, an “Initial Borrower” and collectively, the “Initial Borrowers”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent, CITIGROUP GLOBAL MARKETS INC. and WACHOVIA SECURITIES, INC, as joint lead arrangers and joint bookrunners, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

Contract
Lafarge North America Inc • March 1st, 2006 • Cement, hydraulic • Maryland

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

EXHIBIT 1.1 LAFARGE CORPORATION ___% Senior Notes due _______ UNDERWRITING AGREEMENT
Lafarge Corp • July 6th, 1998 • Cement, hydraulic • New York
1 EXHIBIT 10.22 2
Marketing and Technical Assistance Agreement • March 27th, 1997 • Lafarge Corp • Cement, hydraulic
1 EXHIBIT 10.23 2 [LAFARGE LOGO] Paris, 9th December 1996
Lafarge Corp • March 27th, 1997 • Cement, hydraulic
MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • May 3rd, 2006 • Lafarge North America Inc • Cement, hydraulic • New York

This Memorandum of Understanding (“MOU”) contains the primary terms of a settlement in principle (the “Settlement”) agreed to among (i) the plaintiffs (“Plaintiffs”) in the Rice Consolidated Class Action (as defined herein) and (ii) Lafarge S.A. (“LSA”), Efalar, Inc.(“Efalar”), Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, Michel Rose (the “LSA Directors.” all collectively, with LSA and Efalar, the “LSA Defendants”); (iii) Lafarge North America, Inc. (“LNA” or the “Company”), Philippe R. Rollier, Claudine B. Malone, and Robert W. Murdoch, (collectively, with LNA, the “LNA Defendants”), (iv) Marshall A. Cohen, Philippe P. Dauman, Blythe J. McGarvie, James A. Micali, Bertin F. Nadeau, John D. Redfern, Lawrence Tannenbaum, and Gerald H. Taylor (the “Special Committee Defendants,” collectively, with the LSA Defendants and the LNA Defendants, the “Defendants”) (the Defendants and the Plaintiffs are collectively referred to as the “Parties”), by their respective undersigned attorney

AMENDED MEMORANDUM OF UNDERSTANDING
Lafarge North America Inc • May 3rd, 2006 • Cement, hydraulic • New York

This Amended Memorandum of Understanding (“Amended MOU”) contains the primary terms of a settlement in principle (the “Settlement”) agreed to among (i) the plaintiffs in the Rice Consolidated Class Action (as defined herein) and the plaintiffs in the Schwartz Class Action (as defined herein), collectively (“Plaintiffs”) and (ii) Lafarge S.A. (“LSA”), Efalar, Inc. (“Efalar”), Bertrand P. Collomb, Bernard L. Kasriel, Bruno Lafont, Michel Rose (the “LSA Directors,” all collectively, with LSA and Efalar, the “LSA Defendants”); (iii) Lafarge North America, Inc. (“LNA” or the “Company”), Philippe R. Rollier, Claudine B. Malone, and Robert W. Murdoch, (collectively, with LNA, the “LNA Defendants”), (iv) Marshall A. Cohen, Philippe P. Dauman, Blythe J. McGarvie, James A. Micali, Bertin F. Nadeau, John D. Redfern, Lawrence Tannenbaum, and Gerald H. Taylor (the “Special Committee Defendants,” collectively, with the LSA Defendants and the LNA Defendants, the “Defendants”) (the Defendants and the

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