Exhibit 99(b)(2)
THIS CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated
as of December 31, 1997, is entered into by LOUISIANA-PACIFIC CORPORATION (the
"Revolving Borrower"), LOUISIANA-PACIFIC CANADA LTD. ("OLDCO"),
LOUISIANA-PACIFIC CANADA PULP CO. ("NEWCO"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as agent for itself and the Banks (the "Agent"), and the
several financial institutions parties to the Credit Agreement referred to below
(collectively, the "Banks").
RECITALS
A. The Revolving Borrower, OLDCO, the Banks, and Agent are parties to the
Credit Agreement dated as of January 31,1997 (the "Credit Agreement"), pursuant
to which the Agent and the Banks have extended certain credit facilities to the
Revolving Borrower and the Term Borrower.
B. The Revolving Borrower has requested that the Agent and the Banks agree
to permit NEWCO to assume the Term Loans and release OLDCO therefrom.
C. The Revolving Borrower has also reported to the Agent and the Banks
that it intends to dispose of certain assets during to 1998 calendar year, the
fair market value of which will exceed ten percent (10%) of the total
consolidated assets of the Revolving Borrower, thus requiring a waiver from the
Majority Banks under Section 7.02(b) of the Credit Agreement
D. The Banks now hereby wish to grant their consent to the disposition of
certain asset of the Revolving Borrower, and the parties hereto wish to amend
the Credit Agreement in certain respects as provided herein, all 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 or the context
clearly indicates otherwise, capitalized terms used herein shall have the
meanings, if any, assigned to them in the Credit Agreement.
2. Amendments to the Credit Agreement. The following Sections of the
Credit Agreement are hereby amended as follows:
(a) The preamble shall be amended by deleting
"Louisiana-Pacific Canada Ltd." and inserting "Louisiana-Pacific Canada Pulp
Co." in its stead.
(b) Section 5.01 shall be amended by deleting the phrase "Each
Borrower" and inserting the phrase "Revolving Borrower" in its stead; and
deleting the phrase "such Borrower" and inserting the word "it" in its stead and
inserting the following phrase after the semicolon at the end of the section:
"Term Borrower is a Nova Scotia Unlimited Liability Company duly organized and
existing under the laws of the
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Province of Nova Scotia, Canada, and is properly qualified or registered under
the laws of every jurisdiction in which it is doing business of a nature that
requires qualification or registration of entities not organized under the laws
of such jurisdiction;"
(c) Subsection 8.01(j) shall be amended by inserting the
phrase, "(either directly or through a wholly-owned subsidiary)" after the word
"own" and inserting the phrase, "or such intermediate wholly-owned subsidiary"
before the semicolon at the end of the Subsection.
(d) Schedule 10.02 shall be amended by deleting the name
end title "Xxxxxxx X. Xxxxxx, Treasurer and CFO" from the contact information
for Louisiana-Pacific Corporation and inserting the name and title "Xxxx X.
Xxxxxx, Assistant Treasurer" in its stead and by inserting the following name
and contact information following the contact information for
Louisiana-Pacific Corporation:
LOUISIANA-PACIFIC CANADA PULP CO.
Address for Notices:
Louisiana-Pacific Canada Pulp Co.
000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Assistant Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(e) Each reference to "Louisiana-Pacific Canada Ltd." in the
Exhibits to the Credit Agreement, other than in Exhibits D-l, D-2, and D-3,
shall be amended by substituting "Louisiana-Pacific Canada Pulp Co." in its
stead.
3. Release. The Agent and the Banks agree that, upon the Effective
Date defined below, Louisiana-Pacific Canada Ltd. shall be released from its
obligations as Term Borrower under the Credit Agreement, the Term Notes, and all
agreements, documents, and certificates delivered pursuant to the Credit
Agreement (collectively, the "Loan Documents").
4. Consent to Disposition of Assets. The Banks hereby agree that
the sale, lease, sale and lease back, exchange, transfer or other disposition,
during the 1998 calendar year, of the assets listed in Schedule I to this
Amendment shall be disregarded in calculating compliance with Subsection 7.02(b)
of the Credit Agreement for the 1998 calendar year.
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5. Representations and Warranties. The Revolving Borrower, OLDCO and
NEWCO hereby jointly and severally represent and warrant to the Agent and the
Banks as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) On or before the Effective Date, NEWCO shall have been
duly established as a Nova Scotia Unlimited Liability Company and the execution,
delivery and performance by NEWCO of this Amendment and the Assumption Agreement
of even date herewith shall have 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. On or before the Effective
Date, the Loan Documents and the Assumption Agreement to which the Term Borrower
is a signatory, as amended by this Amendment, shall constitute the legal, valid
and binding obligations of NEWCO, enforceable against it in accordance with
their respective terms, without defense, counterclaim or offset.
(c) On the Effective Date, all representations and warranties
of the Borrowers contained in Article V of the Credit Agreement as amended by
this Amendment are true and correct, and will remain true and correct following
the substitution of NEWCO for OLDCO as the Term Borrower.
6. Effective Date. This Amendment will become effective on the first
Business Day (the "Effective Date") upon which the Agent has received each of
the following, in form and substance satisfactory to the Agent and each Bank,
and with sufficient copies for each Bank:
(a) Amendment. This Amendment executed by the Revolving
Borrower, OLDCO, NEWCO, the Agent, and each Bank and the Acknowledgement and
Consent attached hereto executed by the Revolving Borrower;
(b) Resolutions; Incumbency.
(i) Copies of the resolutions of the Board of Directors
of NEWCO approving and authorizing the execution, delivery and performance by
the President of NEWCO on behalf of NEWCO of this Amendment and the other
Documents being executed in connection herewith and the transactions
contemplated hereby and thereby, certified as of the Effective Date by the
Secretary of NEWCO; and
(ii) A certificate of the Secretary of NEWCO certifying
the names and true signatures of the officers of NEWCO, authorized to execute,
deliver and perform, as applicable, this Amendment on behalf of NEWCO, and all
other documents to be delivered hereunder, as well as a certificate signed by
the President of NEWCO stating that all representations and warranties contained
herein are true and correct as of the Effective Date and that no Default or
Event of Default exists as of the Effective Date;
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(c) Organization Documents; Good Standing. Each of the
following documents:
(i) the incorporation certificate of NEWCO certified by
the Registrar of Joint Stock Companies (or similar applicable governmental
authority) of the state of formation of NEWCO as of a recent date; and
(ii) a Status Certificate for NEWCO issued by the
Registrar of Joint Stock Companies (or similar applicable governmental
authority) of its state of incorporation or formation as of a recent date;
(d) Legal Opinions. opinion of Miller, Nash, Wiener, Hager &
Xxxxxxx LLP, as counsel to the Revolving Borrower, and an opinion of Law Office
of Xxx X. Xxxxxx, as counsel to NEWCO, each addressed to the Agent and the
Banks, in a form acceptable to the Majority Banks;
(e) Notes. Replacement Notes for each Bank that has elected to
have its Loans so evidenced, that indicates the change of the Term Borrower
pursuant to this Amendment, and that requests such a replacement Note before the
Effective Date;
(f) Assumption of Obligations by NEWCO. An Assumption
Agreement substantially in the form of Exhibit A; and
(g) Amendment Fee. Payment in immediately available funds of
the amendment fee as previously agreed in the letter from the Agent to the
Revolving Borrower dated December 11, 1997.
7. Reservation of Rights. The Borrowers acknowledge and agree that
the execution and delivery by the Agent and the Banks of this Amendment shall
not be deemed to create a course of dealing or otherwise obligate the Agent or
the Banks to grant similar consents or amendments under the same or similar
circumstances in the future.
8. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as modified by this Amendment. This Amendment
shall be deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto 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 laws of the State of California.
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(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 10.01 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.
(g) Borrower covenants to pay to or reimburse the Agent and
the Banks, 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.
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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
By: /s/ Xxx Xxxxxxx
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Title: Vice President, Treasurer and
Chief Financial Officer
---------------------------------
By: /s/ Xxxx X. Xxxxxx
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Title: Assistant Treasurer
---------------------------------
LOUISIANA-PACIFIC CANADA PULP CO.
By: /s/ Xxx Xxxxxxx
------------------------------------
Title: Vice President, Treasurer and
Chief Financial Officer
---------------------------------
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Assistant Treasurer
---------------------------------
LOUISIANA-PACIFIC CANADA LTD.
By: /s/ Xxx Xxxxxxx
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Title: Vice President, Treasurer and
Chief Financial Officer
---------------------------------
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Assistant Treasurer
---------------------------------
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
ABN AMRO BANK N.V.
By:
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Title:
---------------------------------
By:
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Title:
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ROYAL BANK OF CANADA
By:
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Title:
---------------------------------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By:
------------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By:
------------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxxx XxXxxxxx
------------------------------------
Title: Xxxxx XxXxxxxx, Vice President
---------------------------------
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Xxxx X. Xxxxxx, Senior Vice
President
---------------------------------
ROYAL BANK OF CANADA
By:
------------------------------------
Title:
---------------------------------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By:
------------------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By:
------------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By:
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Title:
---------------------------------
By:
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Title:
---------------------------------
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title: XXXXXXX X. XXXXXX
SENIOR MANAGER
---------------------------------
SOCIETE GERERALE
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title: XXXXXXX X. XXXXX
Vice President
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By:
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Title:
---------------------------------
SOCIETE GENERALE FINANCE (IRELAND) LIMITED
By:
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Title:
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By:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Title:
---------------------------------
By:
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Title:
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SOCIETE GENERALE
By:
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Title:
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By:
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Title:
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SOCIETE GENERALE FINANCE (IRELAND) LIMITED
By: /s/ R. Aland
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Title: MANAGING DIRECTOR
---------------------------------
By: /s/ Xxxxxxx Loneoy
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Title: Loan Administrator
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THE BANK OF NOVA SCOTIA
By:
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Title:
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By:
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Title:
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SOCIETE GENERALE
By:
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Title:
---------------------------------
By:
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Title:
---------------------------------
SOCIETE GENERALE FINANCE (IRELAND) LIMITED
By:
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Title:
---------------------------------
By:
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Title:
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THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxx
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Title: officer
---------------------------------
By:
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Title:
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THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Title: XXXXXXX X. XXXXXX
MANAGING DIRECTOR
---------------------------------
FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
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WACHOVIA BANK OF GEORGIA
By:
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Title:
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UNITED STATES NATIONAL BANK OF OREGON
By:
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Title:
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XXXXX FARGO BANK, N.A.
By:
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Title:
---------------------------------
By:
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Title:
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THE CHASE MANHATTAN BANK
By:
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Title:
---------------------------------
FIRST NATIONAL BANK OF CHICAGO
By: Xxxx X. Xxxxx /s/ Xxxx X. Xxxxx
------------------------------------
Title: First Vice President
---------------------------------
WACHOVIA BANK OF GEORGIA
By:
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Title:
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UNITED STATES NATIONAL BANK OF OREGON
By:
------------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, N.A.
By:
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Title:
---------------------------------
By:
------------------------------------
Title:
---------------------------------
THE CHASE MANHATTAN BANK
By:
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Title:
---------------------------------
FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
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WACHOVIA BANK OF GEORGIA
By: /s/ Xxxx X. Whites
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Title: Vice President
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UNITED STATES NATIONAL BANK OF
OREGON
By:
------------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, N.A.
By:
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Title:
---------------------------------
By:
------------------------------------
Title:
---------------------------------
THE CHASE MANHATTAN BANK
By:
------------------------------------
Title:
---------------------------------
FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Title:
---------------------------------
WACHOVIA BANK OF GEORGIA
By:
------------------------------------
Title:
---------------------------------
UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Title: Vice President
---------------------------------
XXXXX FARGO BANK, N.A.
By:
------------------------------------
Title:
---------------------------------
By:
------------------------------------
Title:
---------------------------------
THE CHASE MANHATTAN BANK
By:
------------------------------------
Title:
---------------------------------
FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Title:
---------------------------------
WACHOVIA BANK OF GEORGIA
By:
------------------------------------
Title:
---------------------------------
UNITED STATES NATIONAL BANK OF
OREGON
By:
------------------------------------
Title:
---------------------------------
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President
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By: /s/ Xxx
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Title: Assistant Vice-President
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THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Title: Vice President
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