Exhibit 10.22
PHEMUS CORPORATION
600 Atlantic Avenue
Boston, Massachusetts 02210
July 2, 2003
Louisiana-Pacific Corporation
805 S.W. Broadway, Suite 1200
Portland, Oregon 97205-3303
Re:
ETT Acquisition Company, LLC
Ladies and Gentlemen:
This letter is provided to you in connection with the obligations undertaken by
ETT Acquisition Company, LLC (together with its successors and permitted
assigns, "ETT Acquisition") pursuant to the Purchase and Sale Agreement, dated
as of July 2, 2003 (as amended, modified or supplemented from time to time, the
"Agreement"), by and between Louisiana-Pacific Corporation ("LP") and ETT
Acquisition.
All capitalized terms not defined herein but defined in the
Agreement shall have the meanings assigned thereto in the Agreement.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1.
PHEMUS CORPORATION ("PHEMUS") REPRESENTS AND WARRANTS TO YOU, AS
OF THE DATE HEREOF AND AS OF THE CLOSING DATE, THAT THE FOLLOWING STATEMENTS
CONTAINED IN THIS SECTION 1 ARE CORRECT:
A.
ETT ACQUISITION IS A DELAWARE LIMITED LIABILITY COMPANY, THE SOLE
MEMBER OF WHICH IS EAST TEXAS TIMBER ACQUISITION CORPORATION ("EAST TEXAS
TIMBER").
EAST TEXAS TIMBER IS A DELAWARE CORPORATION, THE SOLE STOCKHOLDER OF
WHICH IS PHEMUS CORPORATION, A MASSACHUSETTS NON-PROFIT CORPORATION.
PHEMUS IS
DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING WITH THE SECRETARY OF
STATE OF THE COMMONWEALTH OF MASSACHUSETTS.
PHEMUS HAS ALL NECESSARY CORPORATE
POWER AND AUTHORITY TO (I) EXECUTE THIS LETTER AGREEMENT AND (II) PERFORM ITS
OBLIGATIONS HEREUNDER.
B.
ALL CORPORATE AND OTHER ACTIONS OR PROCEEDINGS TO BE TAKEN BY OR
ON THE PART OF PHEMUS TO AUTHORIZE AND PERMIT THE EXECUTION AND DELIVERY BY
PHEMUS OF THIS LETTER AGREEMENT AND THE PERFORMANCE BY PHEMUS OF ITS OBLIGATIONS
HEREUNDER HAVE BEEN DULY AND PROPERLY TAKEN.
THIS LETTER AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY PHEMUS.
THIS LETTER AGREEMENT CONSTITUTES A
LEGAL, VALID AND BINDING OBLIGATION OF PHEMUS THAT IS ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS AGAINST PHEMUS.
C.
THE EXECUTION AND DELIVERY BY PHEMUS OF THIS LETTER AGREEMENT
WILL NOT CONFLICT WITH, RESULT IN A BREACH OR VIOLATION OF, OR DEFAULT UNDER (I)
ANY JUDGMENT, ORDER, INJUNCTION, DECREE OR RULING OF ANY COURT OR GOVERNMENTAL
AUTHORITY APPLICABLE TO PHEMUS OR ANY OF ITS ASSETS; (II) ANY STATUTE, LAW,
ORDINANCE, RULE OR REGULATION; OR (III) THE TERMS, CONDITIONS, OR PROVISIONS OF
PHEMUS' ARTICLES OF ORGANIZATION OR BY-LAWS, ANY NOTE OR OTHER EVIDENCE OF
INDEBTEDNESS, ANY MORTGAGE, DEED OF TRUST OR INDENTURE, OR ANY LEASE OR OTHER
MATERIAL AGREEMENT OR INSTRUMENT TO WHICH PHEMUS IS A PARTY OR BY WHICH PHEMUS
MAY BE BOUND.
1
D.
THERE ARE NO LEGAL ACTIONS, SUITS OR SIMILAR PROCEEDINGS PENDING
OR, TO PHEMUS' ACTUAL KNOWLEDGE, THREATENED AGAINST PHEMUS THAT SEEK TO RESTRAIN
OR ENJOIN THE EXECUTION AND DELIVERY OF THIS LETTER AGREEMENT OR THE
CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THERE ARE NO
JUDGMENTS, OUTSTANDING ORDERS, INJUNCTIONS, DECREES, STIPULATIONS OR AWARDS
AGAINST PHEMUS OR AFFECTING ANY OF ITS ASSETS, WHICH PROHIBIT OR RESTRICT OR
COULD REASONABLY BE