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AINSWORTH LUMBER CO. LTD.,

as Issuer




STEEN RIVER FOREST PRODUCTS LTD.,

as Subsidiary Guarantor




and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

as Trustee




FIRST SUPPLEMENTAL INDENTURE

Dated as of February 27, 2004




to the




INDENTURE

Dated as of December 20, 2001




between




AINSWORTH LUMBER CO. LTD.,

as Issuer,




STEEN RIVER FOREST PRODUCTS LTD.,

as Subsidiary Guarantor




and




THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

as Trustee




13.875% Senior Secured Notes due July 15, 2007
















 









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 2004 (the “First
Supplemental Indenture”), by and between Ainsworth Lumber Co. Ltd., a British
Columbia corporation (the “Issuer”), Steen River Forest Products Ltd., an
Alberta corporation (the “Subsidiary Guarantor”) and The Bank of Nova Scotia
Trust Company of New York, as Trustee (the “Trustee”).



     WHEREAS, the Issuer issued 13.875% Senior Secured Notes due July 15, 2007
(the “Notes”) pursuant to the Indenture, dated as of December 20, 2001 (the
“Indenture”), which Notes have been guaranteed by the Subsidiary Guarantor
pursuant to the provisions of the Indenture;



     WHEREAS, pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated February 17, 2004 (the “Offer and Solicitation Statement”),
the Issuer has offered to purchase for cash any and all of the outstanding
Notes (the “Offer”) and has solicited the consents (the “Consents”) of Holders
of the Notes to amend the Indenture (the “Proposed Amendments”);



     WHEREAS, the Holders of at least two-thirds of the aggregate principal
amount of the Outstanding Notes have validly delivered and not validly
withdrawn their Consents to the Proposed Amendments (the “Requisite Consents”);
and



     WHEREAS, all things necessary to make this First Supplemental Indenture a
valid supplement to the Indenture have been done.



     NOW THEREFORE, the parties agree as follows:



     SECTION 1. Certain Definitions. Unless otherwise stated, all capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Indenture.



     SECTION 2. Amendments to the Indenture. The following amendments to the
Indenture are hereby made and will be effective when Notes in the aggregate
principal amount sufficient to meet the Requisite Consents, are accepted
pursuant to the Offer under the Offer and Solicitation Statement:



     (a) The following sections and clauses and all references to such
sections and clauses shall be deleted: (A) Sections 801, 802, 1004, 1005,
1006, 1007, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017,
1018, 1019, 1020, 1021, 1022, 1024, 1027, 1029, 1301, 1302, 1303, 1304,
1305, 1306, 1307, 1308, 1309, 1310, 1311, 1312, 1401, 1402, 1403 and (B)
clauses (3), (4), (6), (7), (8), (9), (10), (11), (12) and (13) of
Section 501.



     SECTION 3. Effectiveness. This First Supplemental Indenture shall become
effective as described in Section 2 hereof.



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     SECTION 4. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York.



     SECTION 5. Counterparts. This First Supplemental Indenture may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.



     SECTION 6. Severability. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     SECTION 7. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as
amended hereby, the Indenture is in all respects agreed to, ratified and
confirmed by each of the Issuer, the Subsidiary Guarantor and the Trustee.



     SECTION 8. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this First Supplemental
Indenture. The statements and recitals herein are deemed to be those of the
Issuer and the Subsidiary Guarantor and not of the Trustee.



     SECTION 9. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by the Issuer, the Subsidiary Guarantor, the
Trustee and the Holders shall bind their respective successors and assigns,
whether so expressed or not.



     SECTION 10. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction hereof.



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



	 	 	 	 	 
	 	 	AINSWORTH LUMBER CO. LTD.,
as Issuer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Catherine Ainsworth
	

	 	 	 	
 
	

	 	 	 	Catherine Ainsworth
	

	 	 	 	Chief Operating Officer
	 
	 	 	 	 
	 	 	STEEN RIVER FOREST PRODUCTS LTD.,
as Subsidiary Guarantor
	 
	 	 	 	 
	

	 	By:
	 	/s/ Catherine Ainsworth
	

	 	 	 	
 
	

	 	 	 	Catherine Ainsworth
	

	 	 	 	Secretary
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA TRUST COMPANY
OF NEW YORK,
as Trustee
	

	 	By:
	 	/s/ Warren Goshine
	

	 	 	 	
 
	

	 	 	 	Warren Goshine
	

	 	 	 	Vice President








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