Supplemental Indenture


     

    EXHIBIT
      4.3

     

    SUPPLEMENTAL
      INDENTURE

    TO
      BE DELIVERED BY SUBSEQUENT GUARANTORS

     

    Supplemental
      Indenture (this "Supplemental Indenture"), dated as of December 30, 2005,
      among Longview Fibre Paper and Packaging, Inc. (the "Guaranteeing Subsidiary"),
      a subsidiary of Longview Fibre Company, a Washington corporation (the
      "Company"), the Company, the other Guarantors (as defined in the Indenture
      referred to herein) and U.S. Bank National Association, as trustee under the
      Indenture referred to below (the "Trustee").

     

    W
      I T N E S S E T H

     

    WHEREAS,
      the Company has heretofore executed and delivered to the Trustee an indenture
      (the "Indenture"), dated as of January 25, 2002 providing for the issuance
      of 10% Senior Subordinated Notes due 2009 (the "Notes");

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Company must cause
      certain of its Subsidiaries to execute and deliver to the Trustee a supplemental
      indenture pursuant to which such Subsidiary shall unconditionally guarantee
      all
      of the Company's obligations under the Notes and the Indenture on the terms
      and
      conditions set forth herein (the "Note Guarantee"); and

     

    WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
      execute and deliver this Supplemental Indenture.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Guaranteeing
      Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
      benefit of the Holders of the Notes as follows:

     

    1. Capitalized
      Terms.
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    2. Agreement
      to Guarantee.
      The
      Guaranteeing Subsidiary hereby agrees as follows:

     

    
      	 	
              (a)
                

            	
              Along
                with all other Guarantors, to jointly and severally, fully,
                unconditionally and irrevocably guarantee to each Holder of a Note
                authenticated and delivered by the Trustee and to the Trustee and
                its
                successors and assigns, irrespective of the validity and enforceability
                of
                the Indenture, the Notes or the obligations of the Company hereunder
                or
                thereunder, that:

            


    

     

    
      	 	
              (i)
                

            	
              the
                principal of and interest and Liquidated Damages, if any, on the
                Notes
                shall be promptly paid in full when due, whether at maturity, by
                acceleration, redemption or otherwise, and interest and Liquidated
                Damages, if any, on the overdue principal of and interest on the
                Notes, if
                any, if lawful (subject in all cases to any applicable grace period
                provided in the Indenture), and all other obligations of the Company
                to
                the Holders or the Trustee hereunder or thereunder shall be promptly
                paid
                in full or performed, all in accordance with the terms hereof and
                thereof;
                and

            


    

     

    
      	 	
              (ii)

            	
              in
                case of any extension of time of payment or renewal of any Notes
                or any of
                such other obligations, the same shall be promptly paid in full when
                due
                or performed in accordance with the terms of the extension or renewal,
                whether at stated maturity, by acceleration or otherwise. Failing
                payment
                when due of any amount so guaranteed or any performance so guaranteed
                for
                whatever reason, the Guaranteeing Subsidiary shall be jointly and
                severally obligated to pay the same
                immediately.

            


    

     

    Each
      Guaranteeing Subsidiary agrees that this is a guarantee of payment and not
      a
      guarantee of collection.

     

    
      	 	
              (b)

            	
              The
                obligations hereunder shall be unconditional, irrespective of the
                validity, regularity or enforceability of the Notes or the Indenture,
                the
                absence of any action to enforce the same, any waiver or consent
                by any
                Holder of the Notes with respect to any provisions hereof or thereof,
                the
                recovery of any judgment against the Company, any action to enforce
                the
                same or any other circumstance that might otherwise constitute a
                legal or
                equitable discharge or defense of a
                guarantor.

            


    

     

    
      	 	
              (c)

            	
              The
                following is hereby waived: diligence, presentment, demand of payment,
                filing of claims with a court in the event of insolvency or bankruptcy
                of
                the Company, any right to require a proceeding first against the
                Company,
                protest, notice and all demands
                whatsoever.

            


    

     

    
      	 	
              (d)

            	
              This
                Note Guarantee shall not be discharged except by complete performance
                of
                the obligations contained in the Notes and the
                Indenture.

            


    

     

    
      	 	
              (e)
                

            	
              If
                any Holder or the Trustee is required by any court or otherwise to
                return
                to the Company, the Guarantors, or any Custodian, Trustee, liquidator
                or
                other similar official acting in relation to either the Company or
                the
                Guarantors, any amount paid by either to the Trustee or such Holder,
                this
                Note Guarantee, to the extent theretofore discharged, shall be reinstated
                in full force and effect.

            


    

     

    
      	 	
              (f)
                

            	
              The
                Guaranteeing Subsidiary shall not be entitled to any right of subrogation
                in relation to the Holders in respect of any obligations guaranteed
                hereby
                until payment in full of all obligations guaranteed
                hereby.

            


    

     

    
      	 	
              (g)

            	
              As
                between the Guarantors, on the one hand, and the Holders and the
                Trustee,
                on the other hand, (x) the maturity of the obligations guaranteed
                hereby
                may be accelerated as provided in Article Six of the Indenture for
                the purposes of this Note Guarantee, notwithstanding any stay, injunction
                or other prohibition preventing such acceleration in respect of the
                obligations guaranteed hereby, and (y) in the event of any declaration
                of
                acceleration of such obligations as provided in Article Six of the
                Indenture, such obligations (whether or not due and payable) shall
                forthwith become due and payable by the Guarantors for the purpose
                of this
                Note Guarantee. The Guarantors shall have the right to seek contribution
                from any non-paying Guarantor so long as the exercise of such right
                does
                not impair the rights of the Holders under the Note
                Guarantee.

            


    

     

    
      	 	
              (h)
                

            	
              The
                Guaranteeing Subsidiary, and by its acceptance of Notes, each Holder,
                hereby confirms that it is the intention of all such parties that
                the Note
                Guarantee of such Guaranteeing Subsidiary not constitute a fraudulent
                transfer or conveyance for purposes of Bankruptcy Law, the Uniform
                Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
                any
                similar federal or state law to the extent applicable to any Note
                Guarantee. To effectuate the foregoing intention, the Trustee, the
                Holders
                and the Guaranteeing Subsidiary, hereby irrevocably agree that the
                obligations of the Guaranteeing Subsidiary shall, after giving effect
                to
                such maximum amount and all other contingent and fixed liabilities
                of the
                Guaranteeing Subsidiary that are relevant under such laws, and after
                giving effect to any collections from, rights to receive contribution
                from
                or payments made by or on behalf of any other Guarantor in respect
                of the
                obligations of such other Guarantor under the Indenture, result in
                the
                obligations of the Guaranteeing Subsidiary under its Note Guarantee
                not
                constituting a fraudulent transfer or
                conveyance.

            


    

     

    3.
       Subordination.
      The
      Obligations of the Guaranteeing Subsidiary under its Note Guarantee pursuant
      to
      this Supplemental Indenture shall be junior and subordinated to the prior
      payment in full in cash or cash equivalents of all Indebtedness under the Credit
      Agreement and all other Senior Debt of the Guaranteeing Subsidiary, including,
      Senior Debt of the Guaranteeing Subsidiary incurred after the date hereof,
      on
      the same basis as provided in the Indenture with respect to the subordination
      of
      payments on the Notes by the Company to the prior payment in full of the Senior
      Debt of the Company. For the purposes of the foregoing sentence, the Trustee
      and
      the Holders shall have the right to receive and/or retain payments by the
      Guaranteeing Subsidiary only at such time as they may receive and/or retain
      payments in respect of the Notes pursuant to the Indenture, including
      Article Ten thereof.

     

    4. Execution
      and Delivery.
      The
      Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full
      force and effect notwithstanding any failure to endorse on each Note a notation
      of such Note Guarantee.

     

    5.
       Guaranteeing
      Subsidiary May Consolidate, Etc., on Certain Terms.
      A
      Guarantor may not sell or otherwise dispose of all or substantially all of
      its
      assets, or consolidate with or merge with or into (whether or not such Guarantor
      is the surviving Person) another Person, other than the Company or another
      Guarantor, unless: 

     

    
      	 	
              (a)

            	
              immediately
                after giving effect to such transaction, no Default or Event of Default
                exists; and

            


    

     

    
      	 	
              (b)

            	
              either:

            


    

     

    
      	 	
              (i)
                

            	
              the
                Person acquiring the property in any such sale or disposition or
                the
                Person formed by or surviving any such consolidation or merger is
                a
                corporation organized or existing under the laws of the United States,
                any
                state thereof or the District of Columbia and assumes all the obligations
                of that Guarantor under this Supplemental Indenture, the Indenture,
                its
                Note Guarantee and the Registration Rights Agreement pursuant to
                a
                supplemental indenture satisfactory to the Trustee;
                or

            


    

     

    
      	 	
              (ii)

            	
              such
                sale or other disposition complies with Section 4.10 of the
                Indenture, including the application of the Net Proceeds
                therefrom.

            


    

     

    In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
      upon the Notes and the due and punctual performance of all of the covenants
      and
      conditions of the Indenture to be performed by a Guarantor, such successor
      Person shall succeed to and be substituted for a Guarantor with the same effect
      as if it had been named herein as a Guarantor. Such successor Person thereupon
      may cause to be signed any or all of the Note Guarantees to be endorsed upon
      all
      of the Notes issuable hereunder which theretofore shall not have been signed
      by
      the Company and delivered to the Trustee. All the Note Guarantees so issued
      shall in all respects have the same legal rank and benefit under the Indenture
      as the Note Guarantees theretofore and thereafter issued in accordance with
      the
      terms of the Indenture as though all of such Note Guarantees had been issued
      at
      the date of the execution hereof.

     

    Except
      as
      set forth in Articles Four and Five of the Indenture, and notwithstanding
      clauses (a) and (b) above, nothing contained in the Indenture or in any of
      the
      Notes shall prevent any consolidation or merger of a Guarantor with or into
      the
      Company or another Guarantor, or shall prevent any sale or conveyance of the
      property of a Guarantor as an entirety or substantially as an entirety to the
      Company or another Guarantor.

     

    6. Releases.

     

    The
      Note
      Guarantee of the Guaranteeing Subsidiary shall be released: (i) in connection
      with the sale of all of the Capital Stock of the Guaranteeing Subsidiary to
      a
      Person that is not (either before or after giving effect to such transaction)
      a
      Restricted Subsidiary of the Company (including by way of merger or
      consolidation), if the sale of all such Capital Stock complies with
      Section 4.10 of the Indenture; or (ii) if the Company properly designates
      the Guaranteeing Subsidiary an Unrestricted Subsidiary. Upon delivery by the
      Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
      to
      the effect that such sale or other disposition was made by the Company in
      accordance with the provisions of the Indenture, including without limitation
      Section 4.10 thereof, the Trustee shall execute any documents reasonably
      required in order to evidence the release of the Guaranteeing Subsidiary from
      its obligations under its Note Guarantee.

     

    7. Assumption
      of Terms of the Indenture.
      The
      Guaranteeing Subsidiary hereby assumes, agrees to be bound and shall have the
      benefit of all the obligations and terms of the Indenture applicable to a
      Guarantor.

     

    8. No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator, stockholder
      or agent of the Guaranteeing Subsidiary, as such, shall have any liability
      for
      any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
      any Note Guarantees, the Indenture or this Supplemental Indenture or for any
      claim based on, in respect of, or by reason of, such obligations or their
      creation. Each Holder of the Notes by accepting a Note waives and releases
      all
      such liability. The waiver and release are part of the consideration for
      issuance of the Notes. Such waiver may not be effective to waive liabilities
      under the federal securities laws.

     

    9. NEW
      YORK LAW TO GOVERN.
      THE
      LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
      SUPPLEMENTAL INDENTURE.

     

    10. Counterparts.
      The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement.

     

    11. Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

    12. Trustee.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Supplemental Indenture or for or in respect
      of the recitals contained herein, all of which recitals are made solely by
      the
      Guaranteeing Subsidiary and the Company.

     

    



    
      
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    IN
      WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be
      duly
      executed and attested, all as of the date first above written.

     

    Dated:
      December 30, 2005.

     

    LONGVIEW
      FIBRE PAPER AND PACKAGING, INC.

     

    By: /s/
      R.
      H. Wollenberg   

     

    Name:
      R. H. Wollenberg

     

    Title:
      President and Chief Executive Officer

    


     

    LONGVIEW
      FIBRE COMPANY

     

    By:/s/
      R.
      H. Wollenberg

     

    Name:
      R. H. Wollenberg

     

    Title:
      President and Chief Executive Officer

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as TRUSTEE

     

    By: /s/
      Corazon Gruenberg

     

    Name:
      Corazon Gruenberg

     

    Title:
      Vice President