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Re: Accelerated Stock Buyback

Stock Repurchase Agreement

Re: Accelerated Stock Buyback
 | Document Parties: LOUISIANA-PACIFIC CORP You are currently viewing:
This Stock Repurchase Agreement involves

LOUISIANA-PACIFIC CORP

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Title: Re: Accelerated Stock Buyback
Governing Law: New York     Date: 8/26/2005
Industry: Forestry and Wood Products    

Re: Accelerated Stock Buyback
, Parties: louisiana-pacific corp
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Exhibit 10.1

 

EXECUTION COPY

 

Goldman Sachs & Co. | 85 Broad Street | New York, New York 10004 | Tel: 212 902 1000

 

Opening Transaction

To:

 

Louisiana-Pacific Corporation
414 Union Street
Suite 2000
Nashville, TN 37219

 

 

 

A/C:

 

[Insert Account Number]

 

 

 

From:

 

Goldman, Sachs & Co.

 

 

 

Re:

 

Accelerated Stock Buyback

 

 

 

Ref. No:

 

[Insert Reference Number]

 

 

 

Date:

 

August 24, 2005

 

This master confirmation (“Master Confirmation”), dated as of August 24, 2005, is intended to supplement the terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and Louisiana-Pacific Corporation (“Counterparty”).  This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto and which references this Master Confirmation, in which event the terms and provisions of this Master Confirmation shall be deemed to be incorporated into and made a part of each such Supplemental Confirmation.  This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation.  This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and GS&Co. as to the terms of each Transaction to which this Master Confirmation and the related Supplemental Confirmation relates.

 

All provisions contained in or incorporated by reference in the form of the 1992 ISDA Master Agreement (Multicurrency — Cross Border) (the “Agreement”) will govern this Master Confirmation and each Supplemental Confirmation except as expressly modified below.  This Master Confirmation and each Supplemental Confirmation, together with all other documents referring to the Agreement confirming Transactions entered into between GS&Co. and Counterparty (notwithstanding anything to the contrary in a Supplemental Confirmation), shall supplement, form a part of, and be subject to the Agreement as if GS&Co. and Counterparty had executed the Agreement (but without any Schedule except for (i) the election of Second Method and Loss, the law of the State of New York as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) shall not apply to Transactions, and (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty with a “Threshold Amount” of USD 50 million).

 

All provisions contained in the Agreement shall govern this Master Confirmation and the related Supplemental Confirmation relating to a Transaction except as expressly modified below or in the related Supplemental Confirmation.  With respect to any relevant Transaction, the Agreement, this Master Confirmation and the related Supplemental Confirmation shall represent the entire agreement and understanding of the parties

 



 

with respect to the subject matter and terms of such Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

 

If, in relation to any Transaction to which this Master Confirmation and related Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions that are incorporated into any Supplemental Confirmation, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

 

1.              Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditions which, together with the terms and conditions set forth in each Supplemental Confirmation (in respect of each relevant Transaction), shall govern each such Transaction.

 

General Terms:

 

Trade Date:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Buyer:

 

Counterparty

 

 

 

Seller:

 

GS&Co.

 

 

 

Shares:

 

Shares of Common Stock, $1 par value, of Counterparty (Ticker: LPX)

 

 

 

Forward Price:

 

The average of the New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day in the Calculation Period (without regard to pre-open or after hours trading outside of any regular trading session for any such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time on each Exchange Business Day during the Calculation Period.

 

 

 

Calculation Period:

 

Each Exchange Business Day from and including the Exchange Business Day following the Hedge Completion Date to and including the Termination Date (as adjusted in accordance with Section 5 herein and pursuant to Market Disruption Event below).

 

 

 

Termination Date:

 

For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of “Calculation Period” and Section 5 herein).

 

 

 

Hedge Period:

 

Each Exchange Business Day from and including the Trade Date to and including the Hedge Completion Date.

 

 

 

Hedge Completion Date:

 

The Exchange Business Day on which GS&Co. finishes establishing its Hedge Positions, as determined by GS&Co., as set forth in the Supplemental Confirmation for each Transaction.

 

 

 

Hedge Period Reference Price:

 

The average of the New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day in the Hedge Period (without regard to pre-open or after hours trading outside of any regular trading session for any such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time on each Exchange Business Day during the Hedge Period.

 

2



 

Market Disruption Event:

 

The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words “at any time on any Scheduled Trading Day during the Hedge Period or Calculation Period or” after the word “material,” in the third line thereof.

 

 

 

 

 

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Calculation Period is a Disrupted Day, the Termination Date shall be postponed and the Calculation Agent (after consultation with Counterparty) shall extend the Calculation Period and make reasonable adjustments to the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Calculation Period for purposes of determining the Forward Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.

 

 

 

 

 

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Hedge Period is a Disrupted Day, the Calculation Agent (after consultation with Counterparty) shall make reasonable adjustments to the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Hedge Period for purposes of determining the Hedge Period Reference Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.

 

 

 

 

 

To the extent that there are 9 consecutive Disrupted Days during the Calculation Period or Hedge Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent (after consultation with Counterparty) shall have the option to either determine the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Calculation Period or Hedge Period, as applicable, using its good faith estimate of the value for the Share on such 9 th consecutive day or in the case of a Calculation Period elect to further extend the Calculation Period as it deems necessary.

 

 

 

Exchange:

 

NYSE

 

 

 

Prepayment\Variable Obligation:

 

Applicable

 

 

 

Prepayment Amount:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Prepayment Date:

 

Three (3) Exchange Business Days following the Trade Date.

 

 

 

Seller Payment Amount:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Seller Payment Date:

 

Three (3) Exchange Business Days following the Trade Date.

 

 

 

Counterparty Additional

 

 

Payment Amount:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Counterparty Additional

 

 

Payment Date:

 

Three (3) Exchange Business Days following the Trade Date.

 

3



 

Settlement Terms:

 

Physical Settlement:

 

Applicable

 

 

 

Number of Shares

 

 

to be Delivered:

 

A number of Shares equal to (a) the Prepayment Amount divided by (b) the Forward Price; provided that the Number of Shares to be Delivered will be no less than the Minimum Shares and no greater than the Maximum Shares. The Number of Shares to be Delivered on the Settlement Date shall be reduced, but not below zero, by any Shares delivered pursuant to the Initial Share Delivery and the Minimum Share Delivery below.

 

 

 

Settlement Date:

 

Three (3) Exchange Business Days following the Termination Date.

 

 

 

Settlement Currency:

 

USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent).

 

 

 

Initial Shares:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Initial Share Delivery:

 

GS&Co. shall deliver a number of shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

 

 

 

Initial Share Delivery Date:

 

Three (3) Exchange Business Days following the Trade Date.

 

 

 

Minimum Shares:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

 

 

Minimum Share Delivery:

 

GS&Co. shall deliver a number of shares equal to the excess, if any, of the Minimum Shares over the Initial Shares on the Minimum Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

 

 

 

Minimum Share Delivery Date:

 

Three (3) Exchange Business Days following the Hedge Completion Date.

 

 

 

Maximum Shares:

 

For each Transaction, as set forth in the Supplemental Confirmation.

 

Share Adjustments:

 

 

 

 

 

Method of Adjustment:

 

Calculation Agent Adjustment

 

 

 

 

 

 

Extraordinary Events:

 

 

 

 

 

 

 

 

 

Tender Offer:

 

Applicable

 

 

 

 

 

 

 

Consequences of

 

 

 

 

Merger Events and

 

 

 

 

Tender Offers:

 

 

 

 

 

(a)

Share-for-Share:

 

Modified Calculation Agent Adjustment

 

 

 

 

(b)

Share-for-Other:

 

Cancellation and Payment

 

 

 

 

(c)

Share-for-Combined:

 

Component Adjustment

 

4



 

Determining Party:

 

GS&Co.

 

 

 

Nationalization,

 

 

Insolvency or Delisting:

 

Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The Nasdaq National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

 

 

 

 

 

Additional Disruption Events:

 

 

 

 

 

(a)

 

Change in Law:

 

Applicable

 

 

 

 

 

(b)

 

Failure to Deliver:

 

Not Applicable

 

 

 

 

 

(c)

 

Insolvency Filing:

 

Applicable

 

 

 

 

 

(d)

 

Loss of Stock Borrow:

 

Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing them with “at a rate of return equal to or greater than zero”.

 

Hedging Party:

 

GS&Co.

 

 

 

 

 

 

 

Determining Party:

 

GS&Co.

 

 

 

Non-Reliance/Agreements and

 

 

Acknowledgements Regarding

 

 

Hedging Activities/Additional

 

 

Acknowledgements:

 

Applicable

 

 

 

Transfer:

 

Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an affiliate of GS&Co. that is guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.

 

 

 

Counterparty’s Contact Details

 

 

for Purpose of Giving Notice:

 

To be provided by Counterparty

 

 

 

GS&Co.’s Contact Details for

 

 

Purpose of Giving Notice:

 

Telephone No.:

 

(212) 902-8996

 

 

Facsimile No.:

 

(212) 902-0112

 

 

Attention: Equity Operations: Options and Derivatives

 

 

 

GS&Co. Payment Instructions:

 

JP Morgan Chase Bank , N.A.

 

 

For A/C Goldman, Sachs & Co.

 

 

A/C #930-1-011483

 

 

ABA: 021-000021

 

 

 

2.              Calculation Agent.

 

GS&Co.

 

5



 

3.              Additional Mutual Representations, Warranties and Covenants .  In addition to the representations and warranties in the Agreement:

 

(a)            Eligible Contract Participant .  Each party represents and warrants to the other party that it is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal and not for the benefit of any third party; and

 

(b)            Accredited Investor .  Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securitie


 
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