THIS AMENDMENT TO CREDIT FACILITY ("AMENDMENT"), dated as of March 9,
2000, is entered into between LOUISIANA-PACIFIC CANADA LTD. (the "BORROWER"),
as successor to Louisiana-Pacific Acquisition, Inc. 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 entirety and
replacing it with the following new definition:
"Maturity Date: September 30, 2000"
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants as follows:
(a) No Default or Event of Default has occurred and is continuing.
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(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.
(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.
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(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 of 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.
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/ Mark Tobin
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Title: Assistant Treasurer
BANK OF AMERICA, N.A.
By: /s/ Michael Balok
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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: 9 March 2000 By: /s/ Mark Tobin
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