Exhibit 4.1
LOUISIANA-PACIFIC
CORPORATION
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
Trustee
Fifth Supplemental Trust
Indenture
Dated as of March 10,
2009
Supplementing that
certain
Indenture
Dated as of April 2,
1999
FIFTH SUPPLEMENTAL
INDENTURE
Fifth Supplemental Indenture, dated
as of March 10, 2009, between Louisiana-Pacific Corporation, a
corporation duly organized and existing under the laws of the State
of Delaware (the “Company”), and The Bank of New York
Mellon 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 Second
Supplemental Indenture, dated as of August 18, 2000 (the
“Second Supplemental Indenture”), between the Company
and the Trustee (as successor in interest to Bank One Trust
Company, N.A.), supplementing that certain Indenture, dated as of
April 2, 1999, between the Company and the Trustee (as
successor in interest to The First National Bank of Chicago (the
“Original Indenture”; the Original Indenture, as
supplemented by the Second 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 Second Supplemental Indenture
providing for the issuance of $200,000,000 aggregate principal
amount of the Company’s 8.875% Senior Notes Due 2010 (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 Fifth 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 Fifth Supplemental Indenture by
the Company and the Trustee, and the Company has been authorized by
a Board Resolution to enter into this Fifth Supplemental Indenture
with the Trustee.
E. All acts and things necessary to
make this Fifth Supplemental Indenture a valid agreement of the
Company according to its terms have been done and performed, and
the execution and delivery of this Fifth 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 Second
Supplemental Indenture is amended as follows:
1.1. Section III.1 (Liens) is hereby
deleted in its entirety and replaced with the words “SECTION
III.1 [Intentionally Omitted].”
1.2. Section III.2 (Sale and
Lease-Back Transactions) is hereby deleted in its entirety and
replaced with the words “SECTION III.2 [Intentionally
Omitted].”
1.3. Section III.4 (Permitted
Unrestricted Subsidiaries To Become Restricted Subsidiaries) is
hereby deleted in its entirety and replaced with the words
“SECTION III.4 [Intentionally Omitted].”
1.4. Section VII.1 (Reference To And
Effect On The Indenture) is hereby deleted in its entirely and
replaced with the following:
“SECTION VII.1. REFERENCE TO
AND EFFECT ON THE INDENTURE.
This Supplemental Indenture shall be
construed as supplemental to the Indenture and all the terms and
conditions of this Supplemental Indenture shall be deemed to be
part of the terms and conditions of the Indenture. Notwithstanding
any other provision of the Indenture or this Supplemental
Indenture, the provisions of Section 11.01 of the Indenture
shall not apply to the Senior Notes, and no Holder of Senior Notes
shall have any rights or remedies in respect of such provisions.
Except as set forth in this Supplemental Indenture, the Indenture
heretofore executed and delivered is hereby (i) incorporated
by reference i
