Exhibit
4.1


 


 


LOUISIANA-PACIFIC CORPORATION


 


and


 


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



Trustee


 


Fourth Supplemental Trust Indenture


 


Dated
as of March 25, 2004


 


Supplementing
that certain


 


Indenture


 


Dated
as of April 2, 1999


 

















 


FOURTH SUPPLEMENTAL INDENTURE


 


Fourth Supplemental
Indenture, dated as of March 25, 2004, between Louisiana-Pacific
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (the “Company”), and J.P. Morgan Trust Company, National Association
(as successor in interest to Bank One Trust Company, N.A.), a national banking
association duly incorporated under the laws of the United States of America,
as trustee (the “Trustee”), amending that certain Third Supplemental Indenture,
dated as of August 13, 2001 (the “Third Supplemental Indenture”) between
the Company and Bank One Trust Company, N.A. (as successor in interest to The
First National Bank of Chicago), as trustee, supplementing that certain
Indenture, dated as of April 2, 1999, between the Company and The First
National Bank of Chicago, as trustee (the “Original Indenture”; the Original
Indenture, as supplemented by the Third Supplemental Indenture, is herein
referred to as the “Indenture”).


 


RECITALS


 


A.                                   The
Company has duly authorized the execution and delivery of the Original
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, or other evidences of indebtedness to be issued in one or
more series as provided for in the Original Indenture.


 


B.                                     The
Company has duly authorized the execution and delivery of the Third
Supplemental Indenture providing for the issuance of $200,000,000 aggregate
principal amount of the Company’s 10.875% Senior Subordinated Notes due
November 15, 2008 (the “Notes”).


 


C.                                     Section 10.02
of the Original Indenture provides that a supplemental indenture may be entered
into by the Company and the Trustee, with the consent of the holders of a
majority in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Original Indenture or of modifying in any manner the rights of the holders
of Securities of such series under the Original Indenture.


 


D.                                    The
only series of Outstanding Securities affected by this Fourth Supplemental
Indenture is the Notes.  The Holders of
a majority of the Outstanding Notes, by Act of such Holders delivered to the
Company and the Trustee, have consented to the entry into this Fourth
Supplemental Indenture by the Company and the Trustee, and the Company has been
authorized by a Board Resolution to enter into this Fourth Supplemental
Indenture with the Trustee.


 


E.                                      All
acts and things necessary to make this Fourth Supplemental Indenture a valid
agreement of the Company according to its terms have been done and performed,
and the execution and delivery of this Fourth Supplemental Indenture have in
all respects been duly authorized.


 


F.                                      Capitalized
terms herein which are not otherwise defined herein have the respective
meanings ascribed to them in the Original Indenture.


 


NOW THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Trustee hereby agree as follows:


 

















 


1.                                       Amendment.  The Third Supplemental Indenture is amended
as follows:


 


1.1.                              Section 2.1
is hereby amended by deleting the defined term “Investment Grade” and its
related definition in its entirety.


 


1.2.                              Section 2.1
is hereby amended by adding each of the following defined terms and their
related definitions:


 


“Capital Lease” means,
with respect to any Person, any lease of property (whether real, personal, or
mixed) by such Person or its Subsidiaries as lessee that would be capitalized
on a balance sheet of such Person or its Subsidiaries prepared in conformity
with GAAP, other than, in the case of such Person or its Subsidiaries, any such
lease under which such Person or any of its Subsidiaries is the lessor.


 


“Debt” means (a) all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, for the repayment of money borrowed and (b) all guaranties,
endorsements, assumptions and other contractual obligations in respect of, or
to purchase or to otherwise acquire, indebtedness of others.


 


“Fourth Supplemental
Indenture” means the Fourth Supplemental Indenture, dated as of March 25,
2004, by and between the Company and the Trustee, supplementing the Original Indenture
and amending this Supplemental Indenture.


 


“Funded Debt” means any
Debt which by its terms matures more than one year after, or which is renewable
or extendible at the option of the obligor for a period ending more than one
year after, the date as of which Funded Debt is being determined, and shall
include (a) any Debt that so matures or that is so renewable or extendible
incurred, assumed or guaranteed by the Company or any Restricted Subsidiary,
either directly or indirectly, (b) any deferred indebtedness of the Company or
any Restricted Subsidiary for the payment of the purchase price of property or
assets purchased that so matures or that is so renewable or extendible, and (c)
any indebtedness secured by a mortgage, lien, security interest, pledge,
assignment or transfer on, in or of any property of the Company or any
Restricted Subsidiary and upon which the Company or any Restricted Subsidiary
customarily pays the interest, that so matures or that is so renewable or
extendible.


 


“Sale and Lease-Back
Transaction” means, with respect to any Person, an arrangement with any bank,
insurance company or other lender or investor or to which such lender or
investor is a party providing for the leasing pursuant to a Capital Lease to
such Person or any Subsidiary of such Person of any property or asset of such
Person or such Subsidiary which has been or is being sold or transferred by
such Person or such Subsidiary to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset, other than (a) leases for a term, including
renewals at the option of the lessee, of not more than three years, by the end
of which term it is intended that the use of such property or asset by such
Person will be discontinued, (b) leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries, provided that any Restricted
Subsidiary that is a lessee under any such lease continues to be a Restricted
Subsidiary for the term of such lease, and (c) leases entered into within 120
days after the later of the acquisition or the completion of construction or
improvement of the property to be leased.


 


2

















 


“Value” means with
respect to a Sale and Lease-Back Transaction, as of any particular time, an
amount equal to (1) the greater of (a) the fair value of the property leased
pursuant to such Sale and Lease-Back Transaction (as determined by the Board of
Directors of the Company or a Person designated by such Board of Directors) and
(b) the net proceeds from the sale or transfer of the property leased pursuant
to such Sale and Lease-Back Transaction divided by (2) the number of full years
of the term of the lease (determined without regard to any renewal or extension
options contained in the lease) and multiplied by (3) the number of full years
of such term remaining at the time of determination (determined without regard
to any renewal or extension options contained in the lease).


 


1.3.                              Section 2.1
is hereby amended by amending and restating the following definitions to read
in their entirety as follows:


 


“GAAP” means generally
accepted accounting principles in the United States of America as in effect
from time to time set forth in the opinions and pronouncements of the
Accounting Principles Board and The American Institute of Certified Public
Accountants and the statements and pronouncements of the Financial Accounting
Standards Board, or in such other statements by any successor entity as may be
in general use by significant segments of the accounting profession, which are
applicable to the circumstances as of the date of determination.


 


“Permitted Liens” means
Liens other than Liens that the Company or a Restricted Subsidiary would not be
permitted to incur pursuant to Section 3.1.


 


“Rating Condition” means
as of any particular time (a) the Company’s having a corporate credit rating of
(i) BB- or above, in the case of S&P (or its equivalent under any successor
Rating Categories of S&P) or Ba3 or above, in the case of Moody’s (or its
equivalent under any successor Rating Categories of Moody’s), or (ii) the
equivalent in respect of the Rating Categories of any of the Rating Agencies or
(b) the condition set forth in clause (a) above having been satisfied for a
period of twelve consecutive months commencing on or after the date on which
the Fourth Supplemental Indenture becomes operative.  The Rating Condition will be deemed to be satisfied throughout
any period of time during which the condition described in clause (a) of the
immediately preceding sentence is satisfied and at all times after the
condition described in clause (b) of the immediately preceding sentence is
first satisfied.


 


1.4.                              Section 3.1
is hereby amended and restated to read in its entirety as follows:


 


Section 3.1                                      Limitations
on Liens.


 


(a)                                  The
Company shall not and shall not permit any Restricted Subsidiary to, (i) incur,
assume or guarantee any Debt secured by any mortgage, lien, security interest,
pledge, assignment or transfer (hereinafter called “mortgage” or “mortgages”)
on, in or of any Principal Property of the Company or of a Restricted
Subsidiary or on, in or of any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired), or (ii) directly or
indirectly secure any outstanding Debt of the Company or any Restricted
Subsidiary by any mortgage on, in or of any


 


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Principal Property of the Company or of a Restricted Subsidiary or upon
any shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness is now owned or hereafter
acquired), without in any such case concurrently and effectively securing, the
Senior Subordinated Notes (together with, if the Company shall so determine,
any other indebtedness of or guaranteed by the Company or such Restricted
Subsidiary ranking equally with the Senior Subordinated Notes and then existing
or thereafter created) with the same property equally and ratably with such
Debt; provided, however, that the foregoing restrictions shall not apply to:


 


(i)            any
mortgage on, in or of any property acquired, constructed or improved by the
Company or any Restricted Subsidiary after the date on which the Fourth
Supplemental Indenture becomes operative which is created, incurred or assumed
within 120 days after such acquisition or the completion of such construction
or improvement, or within six months thereafter pursuant to a firm commitment
for financing arranged with a lender or investor within such 120-day period, to
secure or provide for the payment of all or any part of the purchase price of
such property (including the purchase price of any Person that owns such
property) or the cost of such construction or improvement incurred after the
date on which the Fourth Supplemental Indenture becomes operative, provided
that such mortgage does not extend to or cover any property of the Company or
of any Restricted Subsidiary other than the property so acquired, constructed
or improved;


 


(ii)           mortgages
existing or in effect with respect to any property, shares of stock or
indebtedness at the time the same is acquired by the Company or a Restricted
Subsidiary by merger or otherwise;


 


(iii)          mortgages existing or in effect with respect
to any property (including shares of stock and indebtedness) of any Person
existing at the time such Person becomes a Restricted Subsidiary;


 


(iv)          mortgages
existing or in effect on the date on which the Fourth Supplemental Indenture
becomes operative;


 


(v)           mortgages
securing Debt of a Restricted Subsidiary to the Company or to another
Restricted Subsidiary;


 


(vi)          mortgages
in favor of the United States of America or any state thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any state thereof, to secure partial progress, advance or
other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the


 


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cost of constructing or improving the property subject to such
mortgages;


 


(vii)         any mortgage on, in or of timberlands in
connection with an arrangement under which the Company or a Restricted
Subsidiary is obligated to cut or pay for timber in order to provide the
secured party with a specified amount of money, however determined, provided
that such mortgage does not extend to or cover any property of the Company or
of any Restricted Subsidiary other than such timberlands;


 


(viii)        mortgages created, incurred or assumed in
connection with the issuance of revenue bonds the interest of which is exempt
from federal income taxation pursuant to Section 103(a) and related
provisions (including any successor provisions thereto) of the Internal Revenue
Code of 1986, as amended; or


 


(ix)           mortgages
created, extended or renewed in connection with any extension, renewal,
refinancing, replacement or refunding (including successive extensions,
renewals, refinancings, replacements or refundings), in whole or in part, of
Debt secured by any mortgage referred to in the foregoing clauses (i) to
(viii); provided, however, that the principal amount of Debt secured thereby
shall not exceed the principal amount of Debt so secured at the time of such
extension, renewal, refinancing, replacement or refunding, and that such
extension, renewal, refinancing, replacement or refunding shall be limited to
all or a part of the property which secured the Debt so extended, renewed,
refinanced, replaced or refunded (plus improvements on such property).


 


(b)           The
provisions of Section 3.1(a) shall not apply to the incurrence, assumption
or guarantee by the Company or any Restricted Subsidiary of Debt secured by, or
the securing of any outstanding Debt of the Company or any Restricted
Subsidiary by, one or more mortgages (other than mortgages permitted by
Section 3.1(a)) that would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with (i) all other Debt
of the Company and the Restricted Subsidiaries secured by mortgages (other than
mortgages permitted by Section 3.1(a)) that would otherwise be subject to
the foregoing restrictions and (ii) the Value of all Sale and Lease-Back
Transactions involving Principal Properties in existence at such time (other
than any Sale and Lease-Back Transaction described in Section 3.2(b)) does
not at the time exceed 15% of Consolidated Net Tangible Assets.


 


1.5.                              Section 3.2
is hereby amended and restated to read in its entirety as follows:


 


5

















 


Section 3.2                                      Limitation
on Sale and Lease-Back Transactions. 
The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction involving any Principal
Property unless :


 


(a)                                  the
Company or such Restricted Subsidiary would be permitted, pursuant to the
provisions of Section 3.1(b), to incur Debt in a principal amount at least
equal to the Value of the Sale and Lease-Back Transaction and to secure such
Debt with a mortgage on the Principal Property to be leased, without equally
and ratably securing the Senior Subordinated Notes; or


 


(b)                                 the
Company, within 120 days of the effective date of such Sale and Lease-Back
Transaction (or in the case of (ii) below, within six months thereafter
pursuant to a firm purchase commitment entered into within such 120-day
period), causes to be applied an amount equal to the Value of such Sale and
Lease-Back Transaction (i)to the payment or other retirement of Senior
Subordinated Notes or Funded Debt incurred or assumed by the Company which
ranks senior to or pari passu with the Senior Subordinated Notes or of Funded
Debt incurred or assumed by any Restricted Subsidiary (other than, in either
case, Senior Subordinated Notes or Funded Debt owned by the Company or any
Restricted Subsidiary), or (ii) to the purchase of a Principal Property (other
than the Principal Property involved in such sale);


 


and the consideration
paid or payable to the Company or a Restricted Subsidiary in connection with
the sale or transfer of the property leased pursuant to such Sale and
Lease-Back Transaction is at least equal to the fair value of such property (as
determined by the Board of Directors of the Company or a Person designated by
such Board of Directors).


 


1.6.                              The
first sentence of Section 3.4(c) is hereby amended and restated to read in
its entirety as follows:


 


Any Net Proceeds from
Asset Sales that are consummated after the date on which the Fourth
Supplemental Indenture becomes operative at a time when the Rating Condition is
not satisfied that are not applied or invested as provided in
Section 3.4(b) will constitute “Excess Proceeds.”


 


1.7.                              Section 3.9(d)
is hereby amended and restated to read in its entirety as follows:


 


The amount of all
Restricted Payments (other than cash) made at the time when the Rating
Condition is not satisfied will be the fair market value on the date of the
Restricted Payment of the asset(s) or securities paid, distributed, transferred
or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment.  The
fair market value of any assets or securities that are required to be valued
will be determined by the Company’s Board of Directors in good faith (which
determination will be conclusive and binding) and, in the case of valuations in
excess of $25 million, will be, at any time during which the Rating Condition
is not satisfied, evidenced by a Board Resolution set forth in an Officer’s
Certificate delivered to the Trustee. 
Not later than the date of any Restricted Payment made at a


 


6

















 


time at which the Rating
Condition is not satisfied, the Company will be required to deliver to the
Trustee an Officer’s Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 3.9 were computed.


 


1.8.                              Section 3.9(e)
is hereby deleted in its entirety.


 


1.9.                              Article III
is amended by adding the following Section 3.17:


 


Section 3.17                                Actions
Taken While Rating Condition is Satisfied. 
Notwithstanding anything to the contrary contained in this Supplemental
Indenture, no action, omission, event or occurrence taking place at any time at
which the Rating Condition is satisfied, or pursuant to any agreement or
commitment entered into at any time at which the Rating Condition is satisfied,
and no consequences of any of the foregoing, shall be given effect at any time
for the purpose of any covenant contained in this Supplemental Indenture at a
time at which the Rating Condition is not satisfied if giving effect thereto
would result in a default in the performance, or breach, of any covenant or
impair the Company’s ability to comply with any covenant.


 


2.                                       Corresponding
Amendments to the Notes.  Each Note
is hereby amended to make the terms of such Note consistent with the terms of
the Indenture, as amended by this Fourth Supplemental Indenture. To the extent
of any conflict between the terms of the Notes and the terms of the Indenture,
as amended by this Fourth Supplemental Indenture, the terms of the Indenture,
as amended by this Fourth Supplemental Indenture, shall govern and be
controlling.


 


3.                                       Effectiveness.  Pursuant to Section 10.04 of the
Original Indenture, this Fourth Supplemental Indenture will become effective
upon execution, but the amendments set forth in Sections 1 and 2 of this Fourth
Supplemental Indenture (the “Amendments”) will not become operative until the
Acceptance Date (as defined in the Company’s Offer to Purchase and Consent
Solicitation Statement, dated March 11, 2004).  If and when the Amendments become operative, the Indenture shall
be deemed to be modified and amended in accordance with this Fourth
Supplemental Indenture and the respective rights, limitations of rights, duties
and immunities under the Indenture of the Trustee, the Company and the Holders
of Notes shall thereafter be determined, exercised and enforced under the
Indenture subject in all respects to such modifications and amendments
contained in this Fourth Supplemental Indenture, and all the terms and
conditions of this Fourth Supplemental Indenture shall be deemed to be part of
the terms and conditions of the Indenture for any and all purposes.


 


4.                                       Miscellaneous.


 


4.1.                              This
Fourth Supplemental Indenture shall be construed as supplemental to the
Original Indenture and the Third Supplemental Indenture and all the terms and
conditions of this Fourth Supplemental Indenture shall be deemed to be part of
the terms and conditions of the Original Indenture and the Third Supplemental
Indenture.  Except as set forth herein,
the Original Indenture and the Third Supplemental Indenture heretofore executed
and delivered are hereby (i) incorporated by reference in this Fourth
Supplemental Indenture and (ii) ratified, approved, and confirmed.  This Fourth Supplemental Indenture is an
indenture supplemental to and in implementation of the Original Indenture and
the Third Supplemental Indenture, and the Original Indenture, the Third
Supplemental Indenture and this Fourth Supplemental Indenture shall henceforth
be read and construed together as one instrument.


 


7

















 


4.2.                              If
any provision of this Fourth Supplemental Indenture limits, qualifies or
conflicts with any provision of the Trust Indenture Act that is required under
the Trust Indenture Act to be part of and govern any provision of this Fourth
Supplemental Indenture, the provision of the Trust Indenture Act shall
control.  If any provision of this
Fourth Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provisions of the Trust
Indenture Act shall be deemed to apply to the Indenture as so modified or to be
excluded by this Fourth Supplemental Indenture, as the case may be.


 


4.3.                              In
case any one or more of the provisions contained in this Fourth Supplemental
Indenture or in the Notes is for any reason held to be invalid, illegal, or
unenforceable in any respect, such validity, illegality, or enforceability will
not affect any other provision of this Fourth Supplemental Indenture or of the
Notes, but this Fourth Supplemental Indenture and such Notes will be construed
as if such invalid, illegal, or unenforceable provision had never been
contained herein or therein.


 


4.4.                              The
Article and Section headings herein are for convenience only and
shall not affect the construction hereof.


 


4.5.                              Nothing
in this Fourth Supplemental Indenture or in the Notes, express or implied, will
give to any Person, other than the parties hereto and their successors
hereunder and the Holders any benefit or any legal or equitable right, remedy,
or claim under this Fourth Supplemental Indenture.


 


4.6.                              All
the covenants, stipulations, promises, and agreements in this Fourth
Supplemental Indenture contained by or on behalf of the Company will bind its
successors and assigns, whether so expressed or not.


 


4.7.                              This
Fourth Supplemental Indenture and the Notes will be deemed to be a contract
made under the law of the State of New York, and for all purposes will be
construed in accordance with the laws of said State without giving effect to
principles of conflict of laws of such State.


 


4.8.                              This
Instrument may be executed in one or more counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.


 


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IN WITNESS WHEREOF, the
parties have caused this Fourth Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, as of the
day and year first written above.


 


 


	
  [Seal]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  LOUISIANA-PACIFIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Anton C. Kirchhof 

  	
  Name:

  	
  Curtis M. Stevens 

  
	
  Title:

  	
  Secretary

  	
  Title:

  	
  Executive
  Vice President,

  Administration, and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  J.P. MORGAN TRUST
  COMPANY,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  J. Morand 

  	
  Name:

  	
  Renee Johnson

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Vice President

  
								



 


9

















 


	
  STATE OF OREGON

  	
  )

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF MULTNONAH

  	
  )

  



 


On this 25th
day of March, 2004, before me personally came Curtis M. Stevens, to me known,
who, being by me duly sworn, did depose and say that he is Executive Vice
President, Administration, and Chief Financial Officer of Louisiana-Pacific
Corporation, one of the entities described in and which executed the above
instrument; that he/she knows the seal of said entity; that the seal or a
facsimile thereof affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Directors of said entity, and that he/she
signed his/her name thereto by like authority.


 


In Witness Whereof, I
have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  



 


10

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF COOK

  	
  )

  



 


On this 25th
day of March, 2004, before me personally came Renee Johnson, to me known, who,
being by me duly sworn, did depose and say that he/she is Vice President of
J.P. Morgan Trust Company, National Association, one of the entities described
in and which executed the above instrument; that he/she knows the seal of said
entity; that the seal or a facsimile thereof affixed to said instrument is such
seal; that it was so affixed by authority of the Board of Directors of said
entity, and that he/she signed his/her name thereto by like authority.


 


In Witness Whereof, I
have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  



 


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