exv10w1



 






Exhibit 10.1



Execution Copy – March 16, 2006




AGREEMENT




     This Agreement dated March 16, 2006, between Lafarge North America Inc., a Maryland
corporation (“Lafarge N.A.”) formerly known as Lafarge Corporation, Kilmer Van Nostrand Co.
Limited, an Ontario corporation (“Kilmer”) and Kilmer LCW Limited, an Ontario subsidiary
corporation of Kilmer (“LCW”):



     WHEREAS, on December 29, 2000, Lafarge N.A. issued a certain Warrant to Purchase Lafarge
Corporation Common Stock in favor of Kilmer, pursuant to which, subject to the terms and conditions
set forth therein, the Holder of the warrant from December 29, 2005 through December 29, 2015 is
entitled to receive 4,400,000 shares of the Common Stock of Lafarge N.A., upon the proper exercise
of the warrant, including payment of the exercise price of U.S. $29.00 per share (the “Warrant”);



     WHEREAS, Kilmer transferred the Warrant to LCW as of August 22, 2001;




     WHEREAS, on February 21, 2006, Lafarge S.A., a société anonyme organized under the laws of
France, and the majority stockholder of Lafarge N.A., commenced a tender offer through its
wholly-owned subsidiary Efalar Inc., a Delaware corporation, for the shares of Common Stock of
Lafarge N.A. that it does not already own (the “Tender Offer”);



     WHEREAS, Kilmer and LCW have requested and Lafarge N.A. deems it advisable and has agreed to
amend the terms of the Warrant to abridge the warrant exercise notice period provided in the
Warrant in order to permit the Holder, should the Holder deem it appropriate in its absolute
discretion, to effect a conditional tender to the Tender Offer, as it may be amended, or to any
other tender offer or other transaction involving the Common Stock of Lafarge N.A. that may
hereafter be implemented by any person, and Kilmer and LCW have agreed to waive the notice of any
going private transaction or change of control transaction required, to the extent applicable, by
the last paragraph of Section 1.1 of the Warrant in respect of the Tender Offer.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, Lafarge N.A., Kilmer and LCW agree as follows:



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Execution Copy – March 16, 2006



     1. Section 3.2 of the Warrant is hereby amended inserting “(a)” prior to the first full
sentence thereof and by adding new subsections (b), (c) and (d) as follows:




(b) At the option of the Holder and without limitation to the Holder’s ability to
exercise the Warrant in accordance with Section 3.2(a), notwithstanding Section
3.2(a), in the event of a tender offer for Common Stock of the Company or other
transaction requiring the tender or surrender of Common Stock in order to
participate (an “Offer”), the Holder may exercise the Warrant without regard to the
thirty (30) day notice period applicable to the Notice of Exercise provided in
Section 3.2(a) at any time prior to the acceptance of shares of Common Stock for
payment pursuant to the Offer (the “Acceptance”). The Exercise Notice delivered as
provided in this Section 3.2(b) shall be in the form attached as Attachment B
hereto. Such Notice of Exercise shall be revocable by the Holder at any time prior
to the Acceptance.




(c) In the event that the Holder exercises the Warrant in accordance with Section
3.2(b), notwithstanding Section 3.3, the Company shall instruct and use its best
efforts to cause its transfer agent to issue and deliver to the Person or Persons
entitled to receive the same a certificate or certificates for the number of shares
of Common Stock issuable upon such exercise such that the Holder may tender in
accordance with the requirements of the Offer.




(d) In the event that (i) an Offer expires without an Acceptance of the shares
tendered in connection with the Exercise Notice or (ii) the Notice of Exercise
delivered pursuant to Section 3.2(b) is revoked no later than two New York Stock
Exchange trading days prior to an Acceptance, such Notice of Exercise shall be null
and void and without any further effect and this Warrant shall continue to be
outstanding and unexercised by the Holder thereof and no exercise price shall
have been due in respect thereof (and any advance payment of exercise price shall be
returned to the Holder).



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Execution Copy – March 16, 2006


2. Kilmer and LCW hereby waive the requirement that the Holder receive prior notice as
specified in the last paragraph of Section 1.1 of the Warrant in respect of the Tender Offer
to the extent applicable.



3. Except as provided herein, the terms and conditions of the Warrant have not been amended,
modified or waived and remain in full force and effect. Initially capitalized terms used
herein without definition shall have the same definitions assigned to them in the Warrant.




[Signature page follows]




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Execution Copy – March 16, 2006



     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and
delivered by a duly authorized person on the date first written above.



	 	 	 	 	 
	 	LAFARGE NORTH AMERICA INC.

 	 
	 	By:  	/s/ Eric C. Olsen
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KILMER VAN NOSTRAND CO. LIMITED

 	 
	 	By:  	/s/ Lawrence M. Tanenbaum
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KILMER LCW LIMITED

 	 
	 	By:  	/s/ Lawrence M. Tanenbaum
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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ATTACHMENT B




CONDITIONAL NOTICE OF EXERCISE





			
	To:	 	LAFARGE NORTH AMERICA INC. (the “Company”)





     The undersigned hereby elects to exercise the right to purchase set forth within and
represented by the Warrant attached hereto                                         shares of Common
Stock of the Company as provided for therein, which exercise is to be effective as of the date
that, pursuant to the offer made by                                          [name of offeror] for
Common Stock of the Company pursuant to                                         [title of document
implementing the Offer] (the “Offer”), such shares of Common Stock have been accepted for payment
(the “Acceptance”, and the date thereof, the “Exercise Date”) and agrees to tender no later than
the first business day immediately following such Exercise Date (unless the Acceptance occurs prior
to 11:00 a.m. Maryland time, in which case such purchase price shall be paid on such Exercise Date)
payment of the full purchase price for such shares in the form of a wire transfer in immediately
available funds, or by such other means as may be agreed by the Company and the Holder, in the
aggregate amount of $                      U.S. Dollars. If said number of shares shall not be all the
shares purchasable under the within Warrant, a new Warrant Certificate is to be issued in the name
of said undersigned for the balance remaining of the shares purchasable thereunder less any
fraction of a share paid in cash. Please issue a certificate or certificates for such shares of
Common Stock in the name of, and pay any cash for any fractional share to                     .



     In the event that the Offer expires without an Acceptance, this Notice of Exercise shall be
null and void and without any further effect and the Warrant attached hereto shall continue to be
outstanding and unexercised by the Holder thereof.



     This Conditional Notice of Exercise shall be revocable by the Holder by notice in writing to
the Company (including by facsimile transmission) addressed to its General Counsel at any time
prior to two New York Stock Exchange trading days prior to an acceptance of shares of Common Stock
for payment pursuant to the Offer.



     The undersigned certifies that he/she is not a U.S. person and the warrant being exercised
hereby is not being exercised on behalf of a U.S. person as such term is defined within Regulation
902(k) promulgated under the Securities Act of 1933, as amended.



Dated:
                    ,
20     




	 	 	 	 	 	 	 
	By:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Print Name:	 	 	 	 







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