LOAN AGREEMENT
Louisiana-Pacific Corporation February 3, 1999
111 SW Fifth Avenue
Portland, OR 97204
Gentlemen:
We are pleased to make available to you an uncommitted credit
facility for general corporate purposes on the terms set forth in this
letter.
1. We agree to consider from time to time, in our sole discretion, your
requests that we make Advances (as hereinafter defined) to you, on a
discount basis in an aggregate Stated Amount (as hereinafter defined) not
to exceed at any one time outstanding the amount set forth on Schedule I
hereto as the "Facility Amount, " on the terms and conditions set forth
below. This letter is not a commitment to lend but rather sets forth the
procedures to be used in connection with your requests for our making of
Advances to you from time to time on or prior to the termination hereof
pursuant to Paragraph 11 hereof and, in the event that we make Advances to
you hereunder, your obligations to us with respect thereto. The Advances
shall be evidenced by the "grid" promissory note executed by you in an
amount equal to the amount set forth on Schedule I hereto as the "Facility
Amount", such promissory note to be in substantially the form of the
promissory note attached hereto (the "Note").
2. As used herein, the following terms shall have the following meanings
(terms defined in the singular to have the corresponding meanings when
used in the plural, and vice versa):
"Advance" means any advance that we shall make to you hereunder
pursuant to your request as provided herein. Unless otherwise
required by the context, any reference herein or in the Note to the
amount of an Advance shall be construed to refer to the Discounted
Proceeds thereof actually remitted to you or to your account as
proved herein.
"Discounted Amount" of any Advance means the amount by which the
Stated Amount of such Advance exceeds the Discounted Proceeds of
such Advance.
"Discounted Proceeds" of any Advance means the net proceeds of such
Advance transferred or wired to you or to your account in accordance
with the last sentence of Paragraph 3 hereof.
"Stated Amount" of any Advance means the full stated or face amount
of such Advance, which in all circumstances shall be equal to the
sum of (x) the Discounted Proceeds of such Advance plus (y) the
Discount Amount of such Advance.
3. The Stated Amount of each Advance shall be equal to the amount set forth
on Schedule I hereto as the "Minimum Stated Amount" or any integral
multiple of $1,000 in excess thereof. Each Advance shall be made upon (a)
your request to us by telephone, telecopy or letter, given by any of the
persons listed on Exhibit A hereto or otherwise designated by you in
writing ("Designated Persons") that you wish to borrow money on a
specified date, in a specific amount and for a specified term (which
shall, in no event, be longer than the number of days set forth on
Schedule I hereto as the "Maximum Term"), and (b) our mutual agreement as
to such date and as to the term, the Discount Amount and Stated Amount
applicable to any such Advance. On the date of any such Advance, we will
make such Advance available to you in
same day funds by directing our administrative agent to transfer or wire
the net proceeds of such Advance to the account designated by you in item
(C) of Schedule I attached hereto or to such other account as may be
designated from time to time by a Designated Person pursuant to written
notice to us.
4. Our agreement and acceptance of this letter, together with your furnishing
us certified copies of resolutions of your board of directors authorizing
Designated Person(s) to execute this letter and any documents delivered
pursuant hereto and to request Advances, together with specimen signatures
of such Designated Persons, shall constitute a representation and warranty
by you that (a) the execution, delivery and performance of this letter has
been duly authorized by all necessary corporate action and does not
contravene any law, or any contractual or legal restriction, applicable to
you and (b) no authorization or approval or other action by, and no notice
to or filing with, any government authority or regulatory body is required
for such execution, delivery and performance or for the making of any
Advance.
5. Each request by you for an Advance shall constitute a representation and
warranty by you, as of the making of such Advance and giving effect to the
application of the proceeds therefrom, that (a) no payment default has
occurred and is continuing under any agreement or instrument relating to
any of your indebtedness, (b) such Advance when made will constitute your
legal, valid and binding obligation, (c) such Advance is being incurred,
and will be repaid at maturity in its full Stated Amount, in the ordinary
course of your business out of the cash flow generated in the normal
day-to-day conduct and operations of your business (to include
refinancings), and (d) no event has occurred and no circumstance exists as
a result of which the information which you have provided to us in
connection herewith would include an untrue statement of a material fact
or omit to state any material fact or any fact necessary to make the
statements contained therein, in light of the circumstances under which
they were made, not misleading. In no event shall an Advance be made if
any of your representations in Paragraph 4 hereof or in this Paragraph 5
shall fail to be true and correct in all respects on the date of such
Advance.
6. You shall repay the full Stated Amount of each Advance in accordance with
the terms hereof and of the Note. You shall have no right to prepay all or
any portion of any Advance or the Stated Amount thereof prior to its
stated maturity.
7. You shall make each payment hereunder and under the Notes on or before
12:00 noon (New York City time) on the day when due in lawful money of the
United States of America to our account, #5591317 , ABA #071000013, The
Centric Capital Corporation Commercial Paper Account at The First National
Bank of Chicago, One First National Plaza, Chicago, Illinois, 60670 in
same day funds. All computations of interest shall be made on the basis of
a year of 360 days, for the actual number of days (including the first day
but excluding the last day) elapsed.
8. Whenever any payment to be made hereunder shall be otherwise due on a
Saturday, a Sunday or other day of the year on which banks are required or
authorized to close in New York City, New York, Winston Salem, North
Carolina or Chicago, Illinois (any other day being a "Business Day"), such
payment shall be made on the next succeeding Business Day.
9. You agree that you will not apply the proceeds of any Advance to purchase
or carry margin stock within the meaning of Regulation G issued by the
Board of Governors of the Federal Reserve System.
10. We shall incur no liability to you in acting upon any telephone, telecopy,
telex or letter request or communication which we believe in good faith to
have been given by a Designated Person or in otherwise acting in good
faith under this letter. Further, all documents required to be executed in
conjunction with Advances under this letter may be signed by any
Designated Person.
11. This letter shall remain in effect until terminated by either you or us by
giving prior written notice of termination hereof to the other party
hereto, but no such termination shall affect your obligations with respect
to the Advances hereunder outstanding at the time of such termination.
12. All communications hereunder shall be in writing (other than the
communication provided for in the second sentence of Paragraph 15 hereof)
and mailed, telecopied or delivered to the address specified on Schedule I
hereto for you and for us, or as to each party, to such other address as
may be designated by such party in a written notice to the other party.
Written communication shall be effective upon receipt unless such
communication is mailed in which case it shall be effective three Business
Days after deposit in first class mail.
13. We may assign to one or more banks or other entities all or any part of,
or may grant participations to one or more banks or other entities in or
to all or any part of, any Advance or Advances hereunder and under the
Note. You may not assign your rights or obligations hereunder or any
interest herein.
14. You agree to pay on demand all costs, expenses including, but not limited
to, legal fees and losses, if any, incurred by us in connection with the
enforcement of this letter or the Note.
15. You agree to furnish us with such financial statements or other
information as we may reasonably request. You shall immediately notify us
of any change in the short term or long term ratings assigned by any
statistical rating organization to any of your outstanding indebtedness.
16. If any of the following events shall occur and be continuing:
(a) you shall fail to pay any amount due hereunder or under the Note when
the same becomes due and payable; or
(b) any representation or warranty made by you (or any of your officers)
in connection with any Advance or otherwise in connection with the Note
shall prove to have been incorrect in any material respect when made; or
(c) you shall, without our prior written consent, merge or consolidate
with or into, or convey, transfer, lease or dispose of (whether in one
transaction or in a series of transactions) all or substantially all of
your assets to, any person or entity; or
(d) you shall fail to perform or observe any other material term, covenant
or agreement in connection with any Advance or otherwise in connection
with the Note on your part to be performed or observed; or
(e) you shall fail to pay any principal of or premium or interest on any
indebtedness, which we deem to be material (excluding indebtedness
evidenced by the Note), when the same becomes due and payable (whether by
scheduled maturity, required prepayments, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
indebtedness; or any other event shall occur or condition shall exist
under any agreement or instrument relating to such indebtedness and shall
continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such
indebtedness; or any such indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof; or
(f) you shall generally not pay your debts as such debts become due, or
shall admit in writing your inability to pay your debts generally, or
shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against you seeking to adjudicate you
as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or
composition of you or your debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, custodian
or other similar official for you or any substantial part of your
property; or you shall take any corporate action to authorize any of the
actions set forth above in this subparagraph (f);
then, and in any such event, we may declare the Note and all amounts
payable thereunder to be forthwith due and payable, whereupon the Note and
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind all of which
you hereby expressly waive; provided however, that in the event of an
actual or deemed entry of an order for relief with respect to you under
the Federal Bankruptcy Code, the Note and all such other amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly
waived by you.
17. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF GEORGIA.
18. You agree that you will not institute against or join any other person in
instituting against us any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and a day after
the latest maturing commercial paper note issued by us is paid in full.
19. At our option, we may, upon notice that either Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., or Moody's
Investors Service, Inc. has (i) lowered or downgraded its short term
commercial paper or corporate bond or other short term ratings of you, or
(ii) placed your securities on a watch list of securities singled out for
surveillance, with either negative or developing implications in a Rating
Category, amend Schedule I hereof to provide for an amended "Facility
Amount" and amended "Maximum Term."
20. As long as you shall have any Advances outstanding, you agree that you
will maintain a separate line of credit with a commercial bank, in an
unutilized aggregate amount equal to the aggregate Stated Amount of all
such outstanding Advances.
21. The obligations under this Agreement are solely our corporate obligations.
No recourse shall be had for the payment of any amount owing by us
hereunder or any other obligation or claim of or against us arising out of
or based upon this Agreement against any of our stockholders, employees,
officers, directors or incorporators.
22. You irrevocably agree that any legal action, suit or proceeding against us
arising out of this Agreement may be brought in the United States District
Court for the Northern District of Georgia, or in the courts of the State
of Georgia and hereby irrevocably accept and submit to the non-exclusive
jurisdiction of each of the aforesaid courts in personam, generally and
unconditionally with respect to any action, suit or proceeding for you and
in respect of your properties, assets and revenues. You further
irrevocably agree to the service of any legal process, summons, notices
and documents out of any of the aforesaid courts by mailing copies thereof
by registered or certified air mail, postage prepaid, to you at your
address designated pursuant to this Agreement. Nothing herein shall in any
way be deemed to limit our ability to serve any such legal process,
summons, notices and documents in any other manner, as may be permitted by
applicable law or to obtain jurisdiction over you, or bring action, suits
or proceedings against you in such other jurisdictions, and in such
manner, as may be permitted by applicable law.
If the terms of this letter are satisfactory to you, please indicate your
agreement and acceptance thereof by signing a counterpart of this letter and
returning it to us.
Very truly yours,
CENTRIC CAPITAL CORPORATION
By: /s/ David L. Corts
-------------------------------------
Wachovia Bank, N.A.
Referral Bank for Centric Funding
Capital Corporation
Agreed and Accepted:
By: /s/ Curtis M. Stevens
-------------------------------
Name & Title: Curtis M. Stevens
----------------------------
Vice President, Treasurer, &
Chief Financial Officer
By: /s/ Lynn L. Miller
Name & Title: Lynn L. Miller
Assistant Treasurer
SCHEDULE I
to
Loan Agreement dated as of February 3, 1999
between Centric Capital Corporation and Louisiana-Pacific Corporation
(A) For the purposes of Paragraphs 1 and 3 of this Loan Agreement:
The "Facility Amount" is $100,000,000.
The "Minimum Stated Amount" is $5,000,000
The "Maximum Term" is 180 days.
(B) For the purpose of Paragraph 12 of this Loan Agreement:
The address for written communications to you is:
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, OR 97204
Attention: Asst. Treasurer
Telephone: 503/821-5307
Fax Number: 503/821-5319
The address for written communications to us is:
Centric Capital Corporation
c/o Wachovia Bank, N.A.
191 Peachtree Street, NE
Atlanta, GA 30303
Attention: David Corts
Mail Code: GA-370
Telephone: 404.332.6756
Fax Number: 404.332.6898
(C) For the purposes of this Loan Agreement, instructions for wire transfer of
funds to you are:
Name of Bank: Bank of America, N.T. & S.A.
Bank ABA Number: 121000358
Account Name: Lousiana-Pacific Corporation
Account Number: 12333-00059
EXHIBIT A
to
the Loan Agreement
For the purpose of Paragraph 3 of this Loan Agreement, the
"Designated Persons" are:
Name Title
---- -----
Lynn L. Miller Asst. Treasurer
Russell S. Pattee Controller - Financial Reporting
William L. Hebert Director - Business Development
Curtis M. Stevens Vice President, Treasurer & CFO
Anton C. Kirchhof Secretary
Promissory Note
DATE: February 3, 1999 $100,000,000
FOR VALUE RECEIVED, the undersigned (hereinafter called the "Borrower"), HEREBY
PROMISES TO PAY to the order of Centric Capital Corporation (hereinafter called
the "Lender") the entire Stated Amount (as such term is defined in the Loan
Agreement hereinafter referred to) of each Advance (as defined below) on the
date mutually agreed to by the Lender and the Borrower at the time of such
Advance as the maturity date thereof. Any overdue amount hereunder and any
overdue amount of fees or other amounts payable under the Loan Agreement
referred to below shall bear interest, payable on demand, at a fluctuating
interest rate per annum equal to the Prime Rate plus 2%. As used herein, "Prime
Rate" shall mean the prime rate of U.S. money center commercial banks as
published in the Wall Street Journal. Changes in the Prime Rate shall be
effective as of the day of each such change.
The Borrower shall have no right to prepay all or any portion of any
Advance or the Stated Amount thereof.
The Borrower shall make each payment of principal and interest hereunder
prior to 12:00 noon (New York City time) on the day when due in lawful money of
the United States of America to the Lender's account, The Centric Capital
Corporation Commercial Paper Account, # 5591317, ABA # 071000013 at The First
National Bank of Chicago, One First National Plaza, Chicago, Illinois, 60670 in
same day funds. Whenever any payment to be made hereunder shall be otherwise due
on a day other than a Business Day (as defined in the Loan Agreement) such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of interest.
The Borrower hereby authorizes the Lender to endorse on the grid attached
hereto the date and Stated Amount of each Advance made by the Lender to the
Borrower hereunder, the maturity date thereof, the rate of discount applicable
thereto, the Discounted Proceeds and the Discount Amount (as such terms are
defined in the Loan Agreement referred to below) thereof, and all payments made
on account thereof, provided that the failure to do so shall not affect the
obligation of the Borrower to the Lender.
The Borrower also agrees to pay on demand all costs and expenses
(including fees and expenses of counsel) incurred by the Lender in enforcing
this Promissory Note.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA.
This Promissory Note is the "grid" promissory note referred to in, and is
entitled to the benefits of, the Loan Agreement dated February 3, 1999 (the
"Loan Agreement" ), between the Borrower and the Lender, which Loan Agreement,
among other things, sets forth procedures to be used in connection with the
Borrower's periodic requests that the Lender make advances on a discounted basis
(the "Advances") to the Borrower from time to time in an aggregate Stated Amount
not to exceed at any time outstanding the amount first above mentioned.
IN WITNESS WHEREOF, the Borrower has signed this Note by its undersigned
officer duly authorized to do so, the day and year first above written.
LOUISIANA-PACIFIC CORPORATION
By: /s/ Curtis M. Stevens
------------------------------------
Name & Title: Curtis M. Stevens, Vice President, Treasurer & CFO
--------------------------------------------------
By: /s/ Lynn L. Miller
------------------------------------
Name & Title: Lynn L. Miller, Asst. Treasurer
GRID
Date of Stated Maturity of Rate of Discounted Discounted Date Payment
Advance Amount Advance Discount Proceeds Amount Received
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