Exhibit 10.1
THIS AMENDMENT TO CREDIT FACILITY ("AMENDMENT"), dated as of March 10,
2000, is entered into between LOUISIANA-PACIFIC CANADA LTD., successor to
Louisiana-Pacific Acquisition Inc. (the "BORROWER") and BANK OF AMERICA, N.A.
(the "LENDER").
RECITALS
A. The Borrower and the Lender are party to the letter agreement dated
September 8, 1999 (the "CREDIT FACILITY") pursuant to which the
Lender has extended credit to the Borrower to help finance the
acquisition of Le Groupe Forex, Inc.
B. The Borrower has requested that the Lender extend the maturity date
of the Credit Facility and agree to certain other amendments to the
Credit Facility.
C. The Lender is willing to extend the maturity date of the Credit
Facility, and to amend the Credit Facility, subject to the terms
and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings, if any, assigned to
them in the Credit Facility.
2. AMENDMENTS TO CREDIT FACILITY.
(a) Section 1(c) of the Credit Facility shall be amended by
deleting clause (i) in the first paragraph thereof and
replacing it with the following new clause (i): "(i) (A)
from and including the Closing Date through and including
March 12, 2000, the Offshore Rate PLUS 0.575%, (B) from
and including March 13, 2000 through and including June
30, 2000, the Offshore Rate PLUS 0.70% and (C) from and
including July 1, 2000 through and including the Maturity
Date, the Offshore Rate PLUS 1.00%; or".
(b) The definition of "Maturity Date" in Exhibit A of the
Credit Facility shall be amended by deleting such
definition in its entirely and replacing it with the
following new definition:
"Maturity Date: September 30, 2000."
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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 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. This Amendment has been duly
executed and delivered by the Borrower. The Credit Facility as
amended by this Amendment constitutes the legal, valid and
binding obligations of the Borrower, enforceable against it in
accordance with its respective terms, without defense,
counterclaim or offset.
(c) All representations and warranties of the Borrower contained in
the Credit Facility are true and correct.
(d) The Borrower is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance
upon the Lender or any other person.
4. EFFECTIVE DATE. This Amendment will become effective on the date
upon which the Lender has received from the Borrower a duly
executed original or facsimile of this Amendment, together with a
duly executed original or facsimile Guarantor Acknowledgment and
Consent in the form attached hereto.
5. RESERVATION OF RIGHTS. The Borrower acknowledges and agrees that
the execution and delivery by the Lender of this Amendment, shall
not be deemed to create a course of dealing or otherwise obligate
the Lender to forbear or execute similar amendments under the same
or similar circumstances in the future.
6. MISCELLANEOUS.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Facility are and shall remain in full
force and effect and all references therein to such Credit
Facility shall henceforth refer to the Credit Facility as
amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Credit Facility.
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(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 California (without regard to
principles of conflicts of laws).
(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 Facility, 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 6(a) of the Credit
Facility.
(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 Facility,
respectively.
(g) Borrower covenants to pay to or reimburse the Lender, upon
demand, for all costs and expenses (including allocated costs
of in-house counsel) incurred in connection with the
development, preparation, negotiation, execution and delivery
of this Amendment and any other document executed and delivered
in connection herewith, including without limitation appraisal,
audit, search and filing fees incurred in connection therewith.
(h) Borrower represents and warrants to Lender that, after the
effectiveness of the Credit Facility, Louisiana-Pacific
Acquisition Inc. was duly wound up and dissolved with its
assets distributed to, and liabilities assumed by, its sole
shareholder, the Borrower, and that pursuant to such
transaction Borrower acquired and assumed all of the rights,
liabilities and obligations of Louisiana-Pacific Acquisition
Inc. under the Credit Facility. Without in any way limiting the
legal effect of the transaction described above, Borrower
confirms that it assumes and will perform and observe all
obligations of the "Borrower" under and as defined in the
Credit Facility.
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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 CANADA LTD.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President, Treasurer and Chief
Financial Officer
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BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxx
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Title: Managing Director
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GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, a guarantor with respect to the Borrower's obligations
to the Lender under the Credit Facility, hereby (i) acknowledges and consents to
the execution, delivery and performance by Borrower of the foregoing Amendment
to Credit Facility ("AMENDMENT"), and (ii) reaffirms and agrees that the
guaranty to which the undersigned is party and all other documents and
agreements executed and delivered by the undersigned to the Lender in connection
with the Credit Facility are in full force and effect, without defense, offset
or counterclaim. (Capitalized terms used herein have the meanings specified in
the Amendment.)
LOUISIANA-PACIFIC CORPORATION
Dated: March 10, 2000 By: /s/ Xxxxxx X. Xxxxxxx
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