REGISTRATION RIGHTS AGREEMENT by and among LOUISIANA-PACIFIC CORPORATION GREENSTONE INDUSTRIES, INC. KETCHIKAN PULP COMPANY LOUISIANA-PACIFIC INTERNATIONAL, INC. LPS CORPORATION and Banc of America Securities LLC Goldman, Sachs & Co. RBC Capital...Registration Rights Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2009, by and among Louisiana-Pacific Corporation, a Delaware corporation (the “Company”), Greenstone Industries, Inc., Ketchikan Pulp Company, Louisiana-Pacific International, Inc. and LPS Corporation (collectively, the “Guarantors”), and Banc of America Securities LLC, Goldman, Sachs & Co. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s units (the “Units”), each consisting of (a) $1,000 principal amount at maturity of the Company’s 13% Senior Secured Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) and (b) a warrant to purchase 49.0559 shares of common stock of the Company, pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees included in the Indenture are herein collectively referred to as the “Securities.”
LOUISIANA-PACIFIC CORPORATION as Issuer and THE GUARANTORS PARTY HERETO 13% SENIOR SECURED NOTES DUE 2017 INDENTURE DATED AS OF MARCH 10, 2009 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeLouisiana-Pacific Corp • March 11th, 2009 • Lumber & wood products (no furniture) • New York
This Indenture, dated as of March 10, 2009, is by and among Louisiana-Pacific Corporation, a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and not in its individual capacity, the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
This INTERCREDITOR AGREEMENT is dated as of March 10, 2009, and entered into by and among Louisiana-Pacific Corporation, a Delaware corporation (the “Company”), the domestic subsidiaries of the Company listed on the signature pages hereof (together with any subsidiary that becomes a party hereto after the date hereof, the “Company Subsidiaries”), Bank of America, N.A., in its capacity as agent under the ABL Loan Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture, including its successors and assigns from time to time (in such capacities, the “Notes Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1.
WARRANT REGISTRATION RIGHTS AGREEMENT by and among LOUISIANA-PACIFIC CORPORATION and Banc of America Securities LLC Goldman, Sachs & Co. RBC Capital Markets Corporation Dated as of March 10, 2009Warrant Registration Rights Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
This Warrant Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2009, by and among Louisiana-Pacific Corporation, a Delaware corporation (the “Company”), and Banc of America Securities LLC, Goldman, Sachs & Co. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s units (the “Units”), each consisting of (a)$1,000 principal amount at maturity of the Company’s 13% Senior Secured Notes due 2017 (the “Notes”) fully and unconditionally guaranteed by the guarantors thereto (the “Notes Guarantors”) and (b) one warrant (each, a “Warrant” and, collectively, the “Warrants”), entitling the holder thereof to purchase 49.0559 Common Shares (as defined below), of the Company, pursuant to the Purchase Agreement (as defined below). The Warrants and the Common Shares are herein collectively referred to as the “Securities.”
WARRANT AGREEMENT Between LOUISIANA-PACIFIC CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Dated as of March 10, 2009Warrant Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
WARRANT AGREEMENT (the “Agreement”), dated as of March 10, 2009, between LOUISIANA-PACIFIC CORPORATION, a Delaware corporation (together with any successors and assigns, the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a banking corporation and trust company organized under the laws of the United States, as warrant agent (with any successor warrant agent, the “Warrant Agent”).
LOAN AND SECURITY AGREEMENT Dated as of March 10, 2009 by and among LOUISIANA- PACIFIC CORPORATION, and CERTAIN OF ITS SUBSIDIARIES, as Borrowers, and CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF...Loan and Security Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
This Loan and Security Agreement dated March 10, 2009 is entered into by and among LOUISIANA-PACIFIC CORPORATION, a Delaware corporation (the “Company”), those U.S. Subsidiaries of the Company identified as “U.S. Borrowers” on the signature pages hereto and any additional U.S. Subsidiaries of the Company that become parties hereto in accordance with the terms hereof (together with the Company, collectively referred to as the “U.S. Borrowers” or individually referred to as a “U.S. Borrower”), those Canadian Subsidiaries of the Company identified as “Canadian Borrowers” on the signature pages hereto and any additional Canadian Subsidiaries of the Company that become parties hereto in accordance with the terms hereof (collectively referred to as the “Canadian Borrowers” or individually referred to as a “Canadian Borrower”) (hereinafter, the U.S. Borrowers and the Canadian Borrowers are collectively referred to as the “Borrowers” or individually referred to as a “Borrower”), those U.S. Sub
SECURITY AGREEMENTSecurity Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
THIS SECURITY AGREEMENT dated as of March 10, 2009 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is made by and among LOUISIANA-PACIFIC CORPORATION, a Delaware corporation (the “Company”), GREENSTONE INDUSTRIES, INC., a Delaware corporation, KETCHIKAN PULP COMPANY, a Washington corporation, LOUISIANA-PACIFIC INTERNATIONAL, INC., an Oregon corporation, LPS CORPORATION, an Oregon corporation (each a “Grantor” and together with the Company, the “Grantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent under the Indenture (together with its successors in such capacity, “Agent”).
UNIT AGREEMENT Between LOUISIANA-PACIFIC CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Unit Agent Dated as of March 10, 2009Unit Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • New York
UNIT AGREEMENT (the “Agreement”), dated as of March 10, 2009, between LOUISIANA-PACIFIC CORPORATION, a Delaware corporation (together with any successors and assigns, the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a banking corporation and trust company organized under the laws of the United States, as unit agent (with any successor unit agent, the “Unit Agent”).
SECURITY AGREEMENT (Canada – PPSA)Joinder Agreement • March 11th, 2009 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • British Columbia
THIS AGREEMENT (including any Schedules and Exhibits hereto, as amended, restated, supplemented or otherwise modified or replaced from time to time, this “Agreement”) is made and entered into as of March 10th, 2009 among LOUISIANA-PACIFIC CORPORATION, a corporation subsisting under the laws of Delaware (the “Company”), LOUISIANA-PACIFIC CANADA LTD., a corporation subsisting under the laws of British Columbia, LOUISIANA-PACIFIC CANADA PULP CO., an unlimited liability company subsisting under the laws of Nova Scotia, LOUISIANA-PACIFIC (OSB) LTD., a corporation subsisting under the laws of British Columbia, LOUISIANA-PACIFIC CANADA SALES ULC, an unlimited liability corporation subsisting under the laws of Alberta, LOUISIANA-PACIFIC LIMITED PARTNERSHIP, a limited partnership formed under the laws of New Brunswick, represented by its general partner, 3047525 NOVA SCOTIA COMPANY, an unlimited liability company subsisting under the laws of Nova Scotia (the “NBLP-GP”), NBLP-GP, and 3047526 NOV
