1
EXHIBIT 10.20
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of June 1, 1996 (the "Amendment") to that certain Revolving
Credit Facility Agreement dated as of September 1, 1994 (the "Credit
Agreement") between Lafarge Corporation, a Maryland corporation (the "Company")
and Wachovia Bank of Georgia, N.A. (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the Credit
Agreement.
2. The definition of "Applicable Facility Fee Rate" in Section 1.01 is hereby
changed by deleting the percentages in Column B and substituting therefor the
following percentages:
Current Rate Proposed Rate
------------ -------------
Column A Column B
-------- --------
Level I Status .1250% .0750%
Level II Status .1500% .1000%
Level III Status .1875% .1000%
Level IV Status .2000% .1250%
3. The definition of "Applicable Margin" in Section 1.01 is hereby changed by
deleting the percentages in Column B and substituting therefor the following
percentages:
Current Rate Proposed Rate
------------ -------------
Column A Column B
-------- --------
Level I Status .2500% .1750%
Level II Status .2500% .2000%
Level III Status .3000% .2500%
Level IV Status .3750% .2750%
4. The definition of "Commitment" in Section 1.01 is hereby changed from
$15,000,000 to $30,000,000.
5. Section 8.01 is hereby amended by deleting both references to the date
August 31, 1999 and substituting therefor the date June 1, 2001.
6. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained in
Article V of the Credit Agreement on the
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Amendment Effective Date (as hereinafter defined), after giving effect to this
Amendment, and (y) represents and warrants that no Default or Event of Default
exists after giving effect to this Amendment.
7. This Amendment shall become effective as of the date first above written
(the "Amendment Effective Date") when and if counterparts of this Amendment
shall have been executed and delivered by the Company and the Bank.
8. On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended
hereby. The Credit Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, as modified and
amended hereby.
9. This Amendment may be executed in any number of separate counterparts, each
of which counterparts shall be an original and all of which taken together
shall constitute one and the same agreement. Delivery by facsimile of any
executed signature page hereof shall be effective as delivery of an executed
counterpart hereof.
10. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
Wachovia Bank of Georgia, N.A.
By: /s/ X.X. XXXXXXXX
---------------------------------------
Title: Senior Vice President
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of June 1, 1996 (the "Amendment") to that certain Revolving
Credit Facility Agreement dated as of September 1, 1994 (the "Credit
Agreement") between Lafarge Corporation, a Maryland corporation (the "Company")
and Royal Bank of Canada (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the Credit
Agreement.
2. The definition of "Applicable Facility Fee Rate" in Section 1.01 is hereby
changed by deleting the percentages in Column B and substituting therefor the
following percentages:
Column A Column B
-------- --------
Level I Status .0750%
Level II Status .1000%
Level III Status .1000%
Level IV Status .1250%
3. The definition of "Applicable Margin" in Section 1.01 is hereby changed by
deleting the percentages in Column B and substituting therefor the following
percentages:
Column A Column B
-------- --------
Level I Status .1750%
Level II Status .2000%
Level III Status .2500%
Level IV Status .2750%
4. The definition of "Commitment" in Section 1.01 is hereby changed from
$15,000,000 to $30,000,000.
5. Section 8.01 is hereby amended by deleting both references to the date
August 31, 1999 and substituting therefor the date June 1, 2001.
6. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained in
Article V of the Credit Agreement on the Amendment Effective Date (as
hereinafter defined), after giving effect to this Amendment, and
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(y) represents and warrants that no Default or Event of Default exists after
giving effect to this Amendment.
7. This Amendment shall become effective as of the date first above written
(the "Amendment Effective Date") when and if counterparts of this Amendment
shall have been executed and delivered by the Company and the Bank and the Bank
shall have received new Promissory Notes reflecting its Commitment.
8. On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended
hereby. The Credit Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, as modified and
amended hereby.
9. This Amendment may be executed in any number of separate counterparts, each
of which counterparts shall be an original and all of which taken together
shall constitute one and the same agreement. Delivery by facsimile of any
executed signature page hereof shall be effective as delivery of an executed
counterpart hereof.
10. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
Royal Bank of Canada
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Title: Senior Manager
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of June 1, 1996 (the "Amendment") to that certain Revolving
Credit Facility Agreement dated as of September 1, 1994 (the "Credit
Agreement") between Lafarge Corporation, a Maryland corporation (the "Company")
and The First National Bank of Chicago. (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the Credit
Agreement.
2. The definition of "Applicable Facility Fee Rate" in Section 1.01 is hereby
changed by deleting the percentages in Column B and substituting therefor the
following percentages:
Column A Column B
-------- --------
Level I Status .0750%
Level II Status .1000%
Level III Status .1000%
Level IV Status .1250%
3. The definition of "Applicable Margin" in Section 1.01 is hereby changed by
deleting the percentages in Column B and substituting therefor the following
percentages:
Column A Column B
-------- --------
Level I Status .1750%
Level II Status .2000%
Level III Status .2500%
Level IV Status .2750%
4. The definition of "Commitment" in Section 1.01 is hereby changed from
$15,000,000 to $35,000,000.
5. Section 8.01 is hereby amended by deleting both references to the date
August 31, 1999 and substituting therefor the date June 1, 2001.
6. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained in
Article V of the Credit Agreement on the
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Amendment Effective Date (as hereinafter defined), after giving effect to this
Amendment, and (y) represents and warrants that no Default or Event of Default
exists after giving effect to this Amendment.
7. This Amendment shall become effective as of the date first above written
(the "Amendment Effective Date") when and if counterparts of this Amendment
shall have been executed and delivered by the Company and the Bank and the Bank
shall have received new Promissory Notes reflecting its Commitment, Board
Resolutions covering this Amendment, and Incumbency Certificates for the
signers.
8. On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended
hereby. The Credit Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, as modified and
amended hereby.
9. This Amendment may be executed in any number of separate counterparts, each
of which counterparts shall be an original and all of which taken together
shall constitute one and the same agreement. Delivery by facsimile of any
executed signature page hereof shall be effective as delivery of an executed
counterpart hereof.
10. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
The First National Bank of Chicago
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Authorized Agent
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of June 1, 1996 (the "Amendment") to that certain Revolving
Credit Facility Agreement dated as of September 1, 1994 (the "Credit
Agreement") between Lafarge Corporation, a Maryland corporation (the "Company")
and CIBC, Inc. (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the Credit
Agreement.
2. The definition of "Applicable Facility Fee Rate" in Section 1.01 is hereby
changed by deleting the percentages in Column B and substituting therefor the
following percentages:
Column A Column B
-------- --------
Level I Status .0750%
Level II Status .1000%
Level III Status .1000%
Level IV Status .1250%
3. The definition of "Applicable Margin" in Section 1.01 is hereby changed by
deleting the percentages in Column B and substituting therefor the following
percentages:
Column A Column B
-------- --------
Level I Status .1750%
Level II Status .2000%
Level III Status .2500%
Level IV Status .2750%
4. The definition of "Commitment" in Section 1.01 is hereby changed from
$20,000,000 to $35,000,000.
5. Section 8.01 is hereby amended by deleting both references to the date
August 31, 1999 and substituting therefor the date June 1, 2001.
6. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained in
Article V of the Credit Agreement on the Amendment Effective Date (as
hereinafter defined), after giving effect to this Amendment, and
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(y) represents and warrants that no Default or Event of Default exists after
giving effect to this Amendment.
7. This Amendment shall become effective as of the date first above written
(the "Amendment Effective Date") when and if counterparts of this Amendment
shall have been executed and delivered by the Company and the Bank and the Bank
shall have received new Promissory Notes reflecting its Commitment.
8. On and after the Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended
hereby. The Credit Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, as modified and
amended hereby.
9. This Amendment may be executed in any number of separate counterparts, each
of which counterparts shall be an original and all of which taken together
shall constitute one and the same agreement. Delivery by facsimile of any
executed signature page hereof shall be effective as delivery of an executed
counterpart hereof.
10. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
CIBC, Inc.
By: /s/ XXXXXX XXXX
---------------------------------------
Title: Authorized Signatory
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of August 1, 1996 (this "Amendment") to that certain
Revolving Credit Facility Agreement dated as of September 1, 1994 as amended as
of June 1, 1996 (the "Credit Agreement") between Lafarge Corporation, a
Maryland corporation (the "Company") and The First National Bank of Chicago
(the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the
Credit Agreement.
2. The definition of "Commitment" in Section 1.01 is hereby changed from
$35,000,000 to $30,000,000.
3. The definition of "Debt" in Section 1.01 is hereby amended by adding:
(ix) all obligations of such Person arising under any Hedge
Agreement.
4. The following definition of "Hedge Agreement" is hereby added to
Section 1.01 between the definitions of "Guarantee" and "Interest
Period":
"Hedge Agreement" means any interest rate swap, cap, floor or
collar agreement, interest rate future or option contract, currency
swap agreement, currency future or option contract and any other
similar agreement (including any option with respect to any of the
foregoing) or any combination of the foregoing.
5. The following definition of "Regulation G" is hereby added to Section
1.01 between the definitions of "Regulation D" and "Regulation U":
"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time.
6. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1,
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1996 (whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration the
Bank's or such corporation's policies with respect to capital
adequacy) by any amount deemed by the Bank to be material, then from
time to time, within 15 days after demand by the Bank, the Company
shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such reduction.
7. The following sections are hereby added to Article V, Representations
and Warranties:
SECTION 5.10. Use of Proceeds. The Company is not engaged
in the business of extending credit for the purpose of purchasing or
carrying any "margin stock" within the meaning of Regulation U, and
will not use the proceeds of the Loans, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any "margin stock".
SECTION 5.11. Environmental Representation. The operations
and properties of the Company and each of its Subsidiaries are in
compliance in all material respects with all applicable environmental
laws, regulations and permits, all necessary environmental permits and
approvals have been obtained and are in effect for the operations and
properties of the Company and its Subsidiaries, and the Company and
its Subsidiaries are in substantial compliance in all material
respects with all such environmental permits and approvals, except to
the extent that the failure to comply with any such environmental laws
or regulations, or to comply with or to obtain any such environmental
permits and approvals, would not have a material adverse effect on the
business, financial position or results of operations of the Company
and Lafarge Canada Inc. considered as a whole.
8. The second sentence of Section 6.07 is hereby deleted and replaced in
its entirety by the following:
The Company will cause each Material Subsidiary to maintain
its corporate existence, and will not permit any Material Subsidiary
to consolidate or merge with or into, or transfer all or any
substantial part of its assets to, any Person other than the Company
or a Wholly-Owned Consolidated Subsidiary; provided that the Company
may permit a Material Subsidiary to merge with another Person if (A)
such Material Subsidiary is the corporation surviving such merger, (B)
immediately after giving effect to such merger, no Default shall have
occurred and be continuing and (C) such surviving Material Subsidiary
shall continue to be a Subsidiary.
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9. Section 6.08 is hereby deleted and replaced in its entirety by the
following:
SECTION 6.08. Use of Proceeds. The proceeds of the Loans
made under this Agreement will be used by the Company for the
Company's general corporate purposes, provided that none of such
proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation U or in violation
of Regulation G or X.
10. The following sections are hereby added to Article VI, Covenants:
SECTION 6.10. Most Favored Nation. The Company agrees that,
in the event that (i) it agrees to enter into any amendment,
supplement or other modification to the Other Bank Agreements (other
than any such amendment, supplement or other modification which solely
provides relief to the Company), it shall provide prompt notice
thereof to the Bank and, if the Bank so agrees, enter into an
amendment to this Agreement having substantially the same effect and
(ii) after the occurrence of a Default, it voluntarily prepays any
amount outstanding under any of the Other Bank Agreements or
voluntarily reduces the amount of the commitments thereunder, it shall
prepay the Loans or reduce the commitment, as the case may be, in such
amount so that after giving effect to such prepayments or commitment
reductions, as the case may be, under all the Other Bank Agreements,
the amount so prepaid or reduced hereunder shall represent the Bank's
pro rata share of the aggregate amount so prepaid or reduced under all
the Other Bank Agreements.
SECTION 6.11. Environmental. The Company shall comply, and
cause each of its Subsidiaries to comply, in all material respects,
with all applicable environmental laws, regulations, permits and
approvals, and obtain and renew and cause each of its Subsidiaries to
obtain and renew all environmental permits and approvals necessary for
its operations and properties, except to the extent that failure to
comply with or obtain or renew the same would not have a material
adverse effect on the business, financial position or results of
operations of the Company and Lafarge Canada Inc. considered as a
whole.
11. Clause (c) (i) of Section 8.08 is hereby deleted and replaced in its
entirety by the following:
(i) except in the case of such an assignment to an affiliate
of the Bank, the Bank may not effect such an assignment without the
prior written consent of the Company, which consent shall not be
unreasonably withheld,
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12. The following is hereby added to Section 8.08:
(e) Notwithstanding any other provision set forth in this
Agreement, the Bank may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Loans and the Notes) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.
13. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained
in Article V of the Credit Agreement on the Amendment Effective Date
(as hereinafter defined), after giving effect to this Amendment, and
(y) represents and warrants that no Default or Event of Default exists
after giving effect to this Amendment.
14. This Amendment shall become effective as of the date first above
written (the "Amendment Effective Date") when and if counterparts of
this Amendment shall have been executed and delivered by the Company
and the Bank, and the Bank shall have received new Promissory Notes
reflecting the amount of its Commitment.
15. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended hereby. The Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, as modified and amended hereby.
16. This Amendment may be executed in any number of separate counterparts,
each of which counterparts shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery by
facsimile of any executed signature page hereof shall be effective as
delivery of an executed counterpart hereof.
17. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
The First National Bank of Chicago
By: /s/ XXXXXXXX XXXXXXX
---------------------------------------
Title: VICE PRESIDENT
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
5
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AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of August 1, 1996 (this "Amendment") to that certain
Revolving Credit Facility Agreement dated as of September 1, 1994 as amended as
of June 1, 1996 (the "Credit Agreement") between Lafarge Corporation, a
Maryland corporation (the "Company") and CIBC Inc. (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the
Credit Agreement.
2. The definition of "Commitment" in Section 1.01 is hereby changed from
$35,000,000 to $30,000,000.
3. The definition of "Debt" in Section 1.01 is hereby amended by adding:
(ix) all obligations of such Person arising under any Hedge
Agreement.
4. The following definition of "Hedge Agreement" is hereby added to
Section 1.01 between the definitions of "Guarantee" and "Interest
Period":
"Hedge Agreement" means any interest rate swap, cap, floor or
collar agreement, interest rate future or option contract, currency
swap agreement, currency future or option contract and any other
similar agreement (including any option with respect to any of the
foregoing) or any combination of the foregoing.
5. The following definition of "Regulation G" is hereby added to Section
1.01 between the definitions of "Regulation D" and "Regulation U":
"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time.
6. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1,
16
1996 (whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration the
Bank's or such corporation's policies with respect to capital
adequacy) by any amount deemed by the Bank to be material, then from
time to time, within 15 days after demand by the Bank, the Company
shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such reduction.
7. The following sections are hereby added to Article V, Representations
and Warranties:
SECTION 5.10. Use of Proceeds. The Company is not engaged
in the business of extending credit for the purpose of purchasing or
carrying any "margin stock" within the meaning of Regulation U, and
will not use the proceeds of the Loans, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any "margin stock".
SECTION 5.11. Environmental Representation. The operations
and properties of the Company and each of its Subsidiaries are in
compliance in all material respects with all applicable environmental
laws, regulations and permits, all necessary environmental permits and
approvals have been obtained and are in effect for the operations and
properties of the Company and its Subsidiaries, and the Company and
its Subsidiaries are in substantial compliance in all material
respects with all such environmental permits and approvals, except to
the extent that the failure to comply with any such environmental laws
or regulations, or to comply with or to obtain any such environmental
permits and approvals, would not have a material adverse effect on the
business, financial position or results of operations of the Company
and Lafarge Canada Inc. considered as a whole.
8. The second sentence of Section 6.07 is hereby deleted and replaced in
its entirety by the following:
The Company will cause each Material Subsidiary to maintain
its corporate existence, and will not permit any Material Subsidiary
to consolidate or merge with or into, or transfer all or any
substantial part of its assets to, any Person other than the Company
or a Wholly-Owned Consolidated Subsidiary; provided that the Company
may permit a Material Subsidiary to merge with another Person if (A)
such Material Subsidiary is the corporation surviving such merger, (B)
immediately after giving effect to such merger, no Default shall have
occurred and be continuing and (C) such surviving Material Subsidiary
shall continue to be a Subsidiary.
2
17
9. Section 6.08 is hereby deleted and replaced in its entirety by the
following:
SECTION 6.08. Use of Proceeds. The proceeds of the Loans
made under this Agreement will be used by the Company for the
Company's general corporate purposes, provided that none of such
proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation U or in violation
of Regulation G or X.
10. The following sections are hereby added to Article VI, Covenants:
SECTION 6.10. Most Favored Nation. The Company agrees that,
in the event that (i) it agrees to enter into any amendment,
supplement or other modification to the Other Bank Agreements (other
than any such amendment, supplement or other modification which solely
provides relief to the Company), it shall provide prompt notice
thereof to the Bank and, if the Bank so agrees, enter into an
amendment to this Agreement having substantially the same effect and
(ii) after the occurrence of a Default, it voluntarily prepays any
amount outstanding under any of the Other Bank Agreements or
voluntarily reduces the amount of the commitments thereunder, it shall
prepay the Loans or reduce the commitment, as the case may be, in such
amount so that after giving effect to such prepayments or commitment
reductions, as the case may be, under all the Other Bank Agreements,
the amount so prepaid or reduced hereunder shall represent the Bank's
pro rata share of the aggregate amount so prepaid or reduced under all
the Other Bank Agreements.
SECTION 6.11. Environmental. The Company shall comply, and
cause each of its Subsidiaries to comply, in all material respects,
with all applicable environmental laws, regulations, permits and
approvals, and obtain and renew and cause each of its Subsidiaries to
obtain and renew all environmental permits and approvals necessary for
its operations and properties, except to the extent that failure to
comply with or obtain or renew the same would not have a material
adverse effect on the business, financial position or results of
operations of the Company and Lafarge Canada Inc. considered as a
whole.
11. Clause (c) (i) of Section 8.08 is hereby deleted and replaced in its
entirety by the following:
(i) except in the case of such an assignment to an affiliate
of the Bank, the Bank may not effect such an assignment without the
prior written consent of the Company, which consent shall not be
unreasonably withheld,
3
18
12. The following is hereby added to Section 8.08:
(e) Notwithstanding any other provision set forth in this
Agreement, the Bank may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Loans and the Notes) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.
13. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained
in Article V of the Credit Agreement on the Amendment Effective Date
(as hereinafter defined), after giving effect to this Amendment, and
(y) represents and warrants that no Default or Event of Default exists
after giving effect to this Amendment.
14. This Amendment shall become effective as of the date first above
written (the "Amendment Effective Date") when and if counterparts of
this Amendment shall have been executed and delivered by the Company
and the Bank, and the Bank shall have received new Promissory Notes
reflecting the amount of its Commitment.
15. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended hereby. The Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, as modified and amended hereby.
16. This Amendment may be executed in any number of separate counterparts,
each of which counterparts shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery by
facsimile of any executed signature page hereof shall be effective as
delivery of an executed counterpart hereof.
17. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
4
19
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
CIBC Inc.
By: /s/ XXXXXX XXXX
---------------------------------------
Title: Authority Signature
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
5
20
AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of August 1, 1996 (this "Amendment") to that certain
Revolving Credit Facility Agreement dated as of September 1, 1994 as amended as
of June 1, 1996 (the "Credit Agreement") between Lafarge Corporation, a
Maryland corporation (the "Company") and Wachovia Bank (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the
Credit Agreement.
2. The definition of "Commitment" in Section 1.01 is hereby changed from
$30,000,000 to $25,000,000.
3. The definition of "Debt" in Section 1.01 is hereby amended by adding:
(ix) all obligations of such Person arising under any Hedge
Agreement.
4. The following definition of "Hedge Agreement" is hereby added to
Section 1.01 between the definitions of "Guarantee" and "Interest
Period":
"Hedge Agreement" means any interest rate swap, cap, floor or
collar agreement, interest rate future or option contract, currency
swap agreement, currency future or option contract and any other
similar agreement (including any option with respect to any of the
foregoing) or any combination of the foregoing.
5. The following definition of "Regulation G" is hereby added to Section
1.01 between the definitions of "Regulation D" and "Regulation U":
"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time.
6. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1,
21
1996 (whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration the
Bank's or such corporation's policies with respect to capital
adequacy) by any amount deemed by the Bank to be material, then from
time to time, within 15 days after demand by the Bank, the Company
shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such reduction.
7. The following sections are hereby added to Article V, Representations
and Warranties:
SECTION 5.10. Use of Proceeds. The Company is not engaged
in the business of extending credit for the purpose of purchasing or
carrying any "margin stock" within the meaning of Regulation U, and
will not use the proceeds of the Loans, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any "margin stock".
SECTION 5.11. Environmental Representation. The operations
and properties of the Company and each of its Subsidiaries are in
compliance in all material respects with all applicable environmental
laws, regulations and permits, all necessary environmental permits and
approvals have been obtained and are in effect for the operations and
properties of the Company and its Subsidiaries, and the Company and
its Subsidiaries are in substantial compliance in all material
respects with all such environmental permits and approvals, except to
the extent that the failure to comply with any such environmental laws
or regulations, or to comply with or to obtain any such environmental
permits and approvals, would not have a material adverse effect on the
business, financial position or results of operations of the Company
and Lafarge Canada Inc. considered as a whole.
8. The second sentence of Section 6.07 is hereby deleted and replaced in
its entirety by the following:
The Company will cause each Material Subsidiary to maintain
its corporate existence, and will not permit any Material Subsidiary
to consolidate or merge with or into, or transfer all or any
substantial part of its assets to, any Person other than the Company
or a Wholly-Owned Consolidated Subsidiary; provided that the Company
may permit a Material Subsidiary to merge with another Person if (A)
such Material Subsidiary is the corporation surviving such merger, (B)
immediately after giving effect to such merger, no Default shall have
occurred and be continuing and (C) such surviving Material Subsidiary
shall continue to be a Subsidiary.
2
22
9. Section 6.08 is hereby deleted and replaced in its entirety by the
following:
SECTION 6.08. Use of Proceeds. The proceeds of the Loans
made under this Agreement will be used by the Company for the
Company's general corporate purposes, provided that none of such
proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation U or in violation
of Regulation G or X.
10. The following sections are hereby added to Article VI, Covenants:
SECTION 6.10. Most Favored Nation. The Company agrees that,
in the event that (i) it agrees to enter into any amendment,
supplement or other modification to the Other Bank Agreements (other
than any such amendment, supplement or other modification which solely
provides relief to the Company), it shall provide prompt notice
thereof to the Bank and, if the Bank so agrees, enter into an
amendment to this Agreement having substantially the same effect and
(ii) after the occurrence of a Default, it voluntarily prepays any
amount outstanding under any of the Other Bank Agreements or
voluntarily reduces the amount of the commitments thereunder, it shall
prepay the Loans or reduce the commitment, as the case may be, in such
amount so that after giving effect to such prepayments or commitment
reductions, as the case may be, under all the Other Bank Agreements,
the amount so prepaid or reduced hereunder shall represent the Bank's
pro rata share of the aggregate amount so prepaid or reduced under all
the Other Bank Agreements.
SECTION 6.11. Environmental. The Company shall comply, and
cause each of its Subsidiaries to comply, in all material respects,
with all applicable environmental laws, regulations, permits and
approvals, and obtain and renew and cause each of its Subsidiaries to
obtain and renew all environmental permits and approvals necessary for
its operations and properties, except to the extent that failure to
comply with or obtain or renew the same would not have a material
adverse effect on the business, financial position or results of
operations of the Company and Lafarge Canada Inc. considered as a
whole.
11. Clause (c) (i) of Section 8.08 is hereby deleted and replaced in its
entirety by the following:
(i) except in the case of such an assignment to an affiliate
of the Bank, the Bank may not effect such an assignment without the
prior written consent of the Company, which consent shall not be
unreasonably withheld,
3
23
12. The following is hereby added to Section 8.08:
(e) Notwithstanding any other provision set forth in this
Agreement, the Bank may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Loans and the Notes) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.
13. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained
in Article V of the Credit Agreement on the Amendment Effective Date
(as hereinafter defined), after giving effect to this Amendment, and
(y) represents and warrants that no Default or Event of Default exists
after giving effect to this Amendment.
14. This Amendment shall become effective as of the date first above
written (the "Amendment Effective Date") when and if counterparts of
this Amendment shall have been executed and delivered by the Company
and the Bank, and the Bank shall have received new Promissory Notes
reflecting the amount of its Commitment.
15. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended hereby. The Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, as modified and amended hereby.
16. This Amendment may be executed in any number of separate counterparts,
each of which counterparts shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery by
facsimile of any executed signature page hereof shall be effective as
delivery of an executed counterpart hereof.
17. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
4
24
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
Wachovia Bank
By: [SIG]
---------------------------------------
Title: Vice President
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
5
25
AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of August 1, 1996 (this "Amendment") to that certain
Revolving Credit Facility Agreement dated as of September 1, 1994 as amended as
of June 1, 1996 (the "Credit Agreement") between Lafarge Corporation, a
Maryland corporation (the "Company") and The Royal Bank of Canada (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the
Credit Agreement.
2. The definition of "Commitment" in Section 1.01 is hereby changed from
$30,000,000 to $25,000,000.
3. The definition of "Debt" in Section 1.01 is hereby amended by adding:
(ix) all obligations of such Person arising under any Hedge
Agreement.
4. The following definition of "Hedge Agreement" is hereby added to
Section 1.01 between the definitions of "Guarantee" and "Interest
Period":
"Hedge Agreement" means any interest rate swap, cap, floor or
collar agreement, interest rate future or option contract, currency
swap agreement, currency future or option contract and any other
similar agreement (including any option with respect to any of the
foregoing) or any combination of the foregoing.
5. The following definition of "Regulation G" is hereby added to Section
1.01 between the definitions of "Regulation D" and "Regulation U":
"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time.
6. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1,
26
1996 (whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration the
Bank's or such corporation's policies with respect to capital
adequacy) by any amount deemed by the Bank to be material, then from
time to time, within 15 days after demand by the Bank, the Company
shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such reduction.
7. The following sections are hereby added to Article V, Representations
and Warranties:
SECTION 5.10. Use of Proceeds. The Company is not engaged
in the business of extending credit for the purpose of purchasing or
carrying any "margin stock" within the meaning of Regulation U, and
will not use the proceeds of the Loans, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any "margin stock".
SECTION 5.11. Environmental Representation. The operations
and properties of the Company and each of its Subsidiaries are in
compliance in all material respects with all applicable environmental
laws, regulations and permits, all necessary environmental permits and
approvals have been obtained and are in effect for the operations and
properties of the Company and its Subsidiaries, and the Company and
its Subsidiaries are in substantial compliance in all material
respects with all such environmental permits and approvals, except to
the extent that the failure to comply with any such environmental laws
or regulations, or to comply with or to obtain any such environmental
permits and approvals, would not have a material adverse effect on the
business, financial position or results of operations of the Company
and Lafarge Canada Inc. considered as a whole.
8. The second sentence of Section 6.07 is hereby deleted and replaced in
its entirety by the following:
The Company will cause each Material Subsidiary to maintain
its corporate existence, and will not permit any Material Subsidiary
to consolidate or merge with or into, or transfer all or any
substantial part of its assets to, any Person other than the Company
or a Wholly-Owned Consolidated Subsidiary; provided that the Company
may permit a Material Subsidiary to merge with another Person if (A)
such Material Subsidiary is the corporation surviving such merger, (B)
immediately after giving effect to such merger, no Default shall have
occurred and be continuing and (C) such surviving Material Subsidiary
shall continue to be a Subsidiary.
2
27
9. Section 6.08 is hereby deleted and replaced in its entirety by the
following:
SECTION 6.08. Use of Proceeds. The proceeds of the Loans
made under this Agreement will be used by the Company for the
Company's general corporate purposes, provided that none of such
proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation U or in violation
of Regulation G or X.
10. The following sections are hereby added to Article VI, Covenants:
SECTION 6.10. Most Favored Nation. The Company agrees that,
in the event that (i) it agrees to enter into any amendment,
supplement or other modification to the Other Bank Agreements (other
than any such amendment, supplement or other modification which solely
provides relief to the Company), it shall provide prompt notice
thereof to the Bank and, if the Bank so agrees, enter into an
amendment to this Agreement having substantially the same effect and
(ii) after the occurrence of a Default, it voluntarily prepays any
amount outstanding under any of the Other Bank Agreements or
voluntarily reduces the amount of the commitments thereunder, it shall
prepay the Loans or reduce the commitment, as the case may be, in such
amount so that after giving effect to such prepayments or commitment
reductions, as the case may be, under all the Other Bank Agreements,
the amount so prepaid or reduced hereunder shall represent the Bank's
pro rata share of the aggregate amount so prepaid or reduced under all
the Other Bank Agreements.
SECTION 6.11. Environmental. The Company shall comply, and
cause each of its Subsidiaries to comply, in all material respects,
with all applicable environmental laws, regulations, permits and
approvals, and obtain and renew and cause each of its Subsidiaries to
obtain and renew all environmental permits and approvals necessary for
its operations and properties, except to the extent that failure to
comply with or obtain or renew the same would not have a material
adverse effect on the business, financial position or results of
operations of the Company and Lafarge Canada Inc. considered as a
whole.
11. Clause (c) (i) of Section 8.08 is hereby deleted and replaced in its
entirety by the following:
(i) except in the case of such an assignment to an affiliate
of the Bank, the Bank may not effect such an assignment without the
prior written consent of the Company, which consent shall not be
unreasonably withheld,
3
28
12. The following is hereby added to Section 8.08:
(e) Notwithstanding any other provision set forth in this
Agreement, the Bank may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Loans and the Notes) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.
13. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained
in Article V of the Credit Agreement on the Amendment Effective Date
(as hereinafter defined), after giving effect to this Amendment, and
(y) represents and warrants that no Default or Event of Default exists
after giving effect to this Amendment.
14. This Amendment shall become effective as of the date first above
written (the "Amendment Effective Date") when and if counterparts of
this Amendment shall have been executed and delivered by the Company
and the Bank, and the Bank shall have received new Promissory Notes
reflecting the amount of its Commitment.
15. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended hereby. The Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, as modified and amended hereby.
16. This Amendment may be executed in any number of separate counterparts,
each of which counterparts shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery by
facsimile of any executed signature page hereof shall be effective as
delivery of an executed counterpart hereof.
17. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
4
29
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
The Royal Bank of Canada
By: /s/ XXXXX X. XXXXXXXXX
---------------------------------------
Title: ASSOCIATE
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
5
30
AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT
Amendment dated as of August 1, 1996 (this "Amendment") to that certain
Revolving Credit Facility Agreement dated as of June 1, 1996 (the "Credit
Agreement") between Lafarge Corporation, a Maryland corporation (the "Company")
and Bank of Montreal (the "Bank").
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Credit Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Terms used herein shall have the same meaning as set forth in the
Credit Agreement.
2. The definition of "Debt" in Section 1.01 is hereby amended by adding:
(ix) all obligations of such Person arising under any Hedge
Agreement.
3. The following definition of "Hedge Agreement" is hereby added to
Section 1.01 between the definitions of "Guarantee" and "Interest
Period":
"Hedge Agreement" means any interest rate swap, cap, floor or
collar agreement, interest rate future or option contract, currency
swap agreement, currency future or option contract and any other
similar agreement (including any option with respect to any of the
foregoing) or any combination of the foregoing.
4. The following definition of "Regulation G" is hereby added to Section
1.01 between the definitions of "Regulation D" and "Regulation U":
"Regulation G" means Regulation G of the Board of Governors of
the Federal Reserve System, as in effect from time to time.
5. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1, 1996
(whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption,
31
change or compliance (taking into consideration the Bank's or such
corporation's policies with respect to capital adequacy) by any amount
deemed by the Bank to be material, then from time to time, within 15
days after demand by the Bank, the Company shall pay to the Bank such
additional amount or amounts as will compensate the Bank for such
reduction.
6. Section 3.03 (b) is hereby deleted and replaced in its entirety by the
following:
(b) If after May 1, 1996, the adoption or effectiveness of
any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any
corporation controlling the Bank with any request or directive
regarding capital adequacy which is effective after May 1, 1996
(whether or not having the force of law) of any such authority,
central bank or comparable agency, increases the capital required to
be maintained by the Bank or such corporation as a consequence of its
obligations hereunder, which increase results in a reduction of the
rate of return on the Bank's or such corporation's capital to a level
below that which the Bank or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration the
Bank's or such corporation's policies with respect to capital
adequacy) by any amount deemed by the Bank to be material, then from
time to time, within 15 days after demand by the Bank, the Company
shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such reduction.
7. The following sections are hereby added to Article V, Representations
and Warranties:
SECTION 5.10. Use of Proceeds. The Company is not engaged
in the business of extending credit for the purpose of purchasing or
carrying any "margin stock" within the meaning of Regulation U, and
will not use the proceeds of the Loans, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of purchasing
or carrying any "margin stock".
SECTION 5.11. Environmental Representation. The operations
and properties of the Company and each of its Subsidiaries are in
compliance in all material respects with all applicable environmental
laws, regulations and permits, all necessary environmental permits and
approvals have been obtained and are in effect for the operations and
properties of the Company and its Subsidiaries, and the Company and
its Subsidiaries are in substantial compliance in all material
respects with all such environmental permits and approvals, except to
the extent that the failure to comply with any such environmental laws
or regulations, or to comply with or to obtain any such environmental
permits and approvals, would not have a material adverse effect on the
business, financial position or results of operations of the Company
and Lafarge Canada Inc. considered as a whole.
2
32
8. The second sentence of Section 6.07 is hereby deleted and replaced in
its entirety by the following:
The Company will cause each Material Subsidiary to maintain
its corporate existence, and will not permit any Material Subsidiary
to consolidate or merge with or into, or transfer all or any
substantial part of its assets to, any Person other than the Company
or a Wholly-Owned Consolidated Subsidiary; provided that the Company
may permit a Material Subsidiary to merge with another Person if (A)
such Material Subsidiary is the corporation surviving such merger, (B)
immediately after giving effect to such merger, no Default shall have
occurred and be continuing and (C) such surviving Material Subsidiary
shall continue to be a Subsidiary.
9. Section 6.08 is hereby deleted and replaced in its entirety by the
following:
SECTION 6.08. Use of Proceeds. The proceeds of the Loans
made under this Agreement will be used by the Company for the
Company's general corporate purposes, provided that none of such
proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying
any "margin stock" within the meaning of Regulation U or in violation
of Regulation G or X.
10. The following sections are hereby added to Article VI, Covenants:
SECTION 6.10. Most Favored Nation. The Company agrees that,
in the event that (i) it agrees to enter into any amendment,
supplement or other modification to the Other Bank Agreements (other
than any such amendment, supplement or other modification which solely
provides relief to the Company), it shall provide prompt notice
thereof to the Bank and, if the Bank so agrees, enter into an
amendment to this Agreement having substantially the same effect and
(ii) after the occurrence of a Default, it voluntarily prepays any
amount outstanding under any of the Other Bank Agreements or
voluntarily reduces the amount of the commitments thereunder, it shall
prepay the Loans or reduce the commitment, as the case may be, in such
amount so that after giving effect to such prepayments or commitment
reductions, as the case may be, under all the Other Bank Agreements,
the amount so prepaid or reduced hereunder shall represent the Bank's
pro rata share of the aggregate amount so prepaid or reduced under all
the Other Bank Agreements.
SECTION 6.11. Environmental. The Company shall comply, and
cause each of its Subsidiaries to comply, in all material respects,
with all applicable environmental laws, regulations, permits and
approvals, and obtain and renew and cause each of its Subsidiaries to
obtain and renew all environmental permits and approvals necessary for
its operations and properties, except to the extent that failure to
comply with or obtain or renew the same would not have a material
adverse effect on the business, financial position or results of
operations of the Company and Lafarge Canada Inc. considered as a
whole.
3
33
11. Clause (c) (i) of Section 8.08 is hereby deleted and replaced in its
entirety by the following:
(i) except in the case of such an assignment to an affiliate
of the Bank, the Bank may not effect such an assignment without the
prior written consent of the Company, which consent shall not be
unreasonably withheld,
12. The following is hereby added to Section 8.08:
(e) Notwithstanding any other provision set forth in this
Agreement, the Bank may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Loans and the Notes) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.
13. In order to induce the Bank to enter into this Amendment, the Company
hereby (x) makes each of the representations and warranties contained
in Article V of the Credit Agreement on the Amendment Effective Date
(as hereinafter defined), after giving effect to this Amendment, and
(y) represents and warrants that no Default or Event of Default exists
after giving effect to this Amendment.
14. This Amendment shall become effective as of the date first above
written (the "Amendment Effective Date") when and if counterparts of
this Amendment shall have been executed and delivered by the Company
and the Bank, and the Bank shall have received new Promissory Notes
reflecting the amount of its Commitment.
15. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended hereby. The Credit Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, as modified and amended hereby.
16. This Amendment may be executed in any number of separate counterparts,
each of which counterparts shall be an original and all of which taken
together shall constitute one and the same agreement. Delivery by
facsimile of any executed signature page hereof shall be effective as
delivery of an executed counterpart hereof.
17. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
4
34
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Revolving
Credit Facility Agreement to be duly executed by their respective authorized
officers as of the date first above written.
Bank of Montreal
By: /s/ X.X. XXXXX
---------------------------------------
Title: DIRECTOR
------------------------------------
LAFARGE CORPORATION
By: /s/ XXXXX XXXXX
---------------------------------------
Title: Treasurer
5
