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LOUISIANA-PACIFIC CORPORATION
and
BANK ONE TRUST COMPANY, N.A.
TRUSTEE
SECOND SUPPLEMENTAL TRUST INDENTURE
DATED AS OF AUGUST 18, 2000
Supplementing that certain
INDENTURE
DATED AS OF APRIL 2, 1999
Authorizing the Issuance and Delivery of
Senior Notes
consisting of $200,000,000 aggregate principal amount of
8.875% Senior Notes Due 2010
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TABLE OF CONTENTS
PAGE
RECITALS 1
[Form of Face of Security] 2
[Form of Reverse of Security] 3
ARTICLE I. ISSUANCE OF SENIOR NOTES. 7
SECTION I.1. ISSUANCE OF SENIOR NOTES; PRINCIPAL AMOUNT; MATURITY. 7
SECTION I.2. INTEREST ON THE SENIOR NOTES; PAYMENT OF INTEREST. 8
SECTION I.3. EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES. 8
ARTICLE II. CERTAIN DEFINITIONS. 8
SECTION II.1. CERTAIN DEFINITIONS. 9
ARTICLE III. CERTAIN COVENANTS. 12
SECTION III.1. LIENS 12
SECTION III.2. SALE AND LEASE-BACK TRANSACTIONS. 14
SECTION III.3. OFFER TO REPURCHASE UPON CHANGE OF CONTROL 14
SECTION III.4. PERMITTING UNRESTRICTED SUBSIDIARIES TO BECOME RESTRICTED SUBSIDIARIES 15
SECTION III.5. PAYMENT OFFICE 15
ARTICLE IV. ADDITIONAL EVENTS OF DEFAULT. 16
SECTION IV.1. ADDITIONAL EVENTS OF DEFAULT. 16
ARTICLE V. DEFEASANCE. 16
SECTION V.1. APPLICABILITY OF ARTICLE V OF THE INDENTURE 17
ARTICLE VI. REDEMPTION OF SENIOR NOTES 17
SECTION VI.1. RIGHT OF REDEMPTION 17
ARTICLE VII. MISCELLANEOUS. 17
SECTION VII.1. REFERENCE TO AND EFFECT ON THE INDENTURE 17
SECTION VII.2. WAIVER OF CERTAIN COVENANTS 18
SECTION VII.3. SUPPLEMENTAL INDENTURE MAY BE EXECUTED IN COUNTERPARTS 18
SECTION VII.4. EFFECT OF HEADINGS 18
-i-
SECOND SUPPLEMENTAL INDENTURE, dated as of August 18, 2000,
between Louisiana-Pacific Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "COMPANY"), and Bank One
Trust Company, N.A. (as successor in interest to The First National Bank of
Chicago), a national banking association duly incorporated under the laws of
the United States of America, as Trustee (the "TRUSTEE"), supplementing that
certain Indenture, dated as of April 2, 1999, between the Company and the
Trustee (the "INDENTURE").
RECITALS
A. The Company has duly authorized the execution and
delivery of the Indenture to provide for the issuance from time to time of its
unsecured debentures, notes, or other evidences of indebtedness (the
"SECURITIES") to be issued in one or more series as provided for in the
Indenture.
B. The Indenture provides that the Securities of each series
shall be in substantially the form set forth in the Indenture, or in such
other form as may be established by or pursuant to a Board Resolution or in
one or more indentures supplemental thereto, in each case with such
appropriate insertions, omissions, substitutions, and other variations as are
required or permitted by the Indenture, and may have such letters, numbers, or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof.
C. The Company and the Trustee have agreed that the Company
shall issue and deliver, and the Trustee shall authenticate, Securities
denominated "8.875% Senior Notes Due 2010" (the "SENIOR NOTES") pursuant to
the terms of this Supplemental Indenture and substantially in the form set
forth below, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by the
Indenture and this Supplemental Indenture, and with such letters, numbers, or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Senior Notes, as evidenced by their execution of such Senior Notes.
[Form of Face of Security]
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary or a nominee thereof, and no such transfer may be registered,
except in the limited circumstances described in the Indenture. Every Security
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.
LOUISIANA-PACIFIC CORPORATION
8.875% SENIOR NOTE DUE 2010
No. __ $
Cusip No. 546347 AB 1 -----------
LOUISIANA-PACIFIC CORPORATION, a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called the
"COMPANY," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $_____ on August 15, 2010 and
to pay interest thereon from August 18, 2000 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semiannually on February 15 and August 15 of each year, commencing on February
15, 2001, at the rate of 8.875% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date shall, as provided in said
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 calendar days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Subject, in the case of any Global Security, to any
applicable requirements of the Depositary, payment of the principal of and
interest on this Security shall be made at the office or agency of the Company
maintained for the purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address appears in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH
ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Security shall not be valid or become obligatory for
any purpose until the certificate of authentication herein has been signed
manually by the Trustee under said Indenture.
IN WITNESS WHEREOF, this instrument has been duly executed
in accordance with the Indenture.
LOUISIANA-PACIFIC CORPORATION
Date Issued: By:
--------------------------
Attest:
By:
--------------------
[Form of Reverse of Security]
LOUISIANA-PACIFIC CORPORATION
This Security is one of a duly authorized issue of
securities of the Company (herein called the "SECURITIES") issued and to be
issued in one or more series under an Indenture, dated as of April 2, 1999
(herein called the "INDENTURE"), between the Company and Bank One Trust
Company, N.A. (as successor in interest to The First National Bank of Chicago)
as Trustee (herein called the "TRUSTEE," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties, and immunities thereunder of
the Company, the Trustee, and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $200,000,000.
Upon the occurrence of a Change of Control, the Company is
required to offer to purchase the Securities at a purchase price equal to 101%
of the principal amount thereof, together with accrued and unpaid interest to
the Change of Control Payment Date, but interest installments with a Stated
Maturity on or prior to such Change of Control Payment Date shall be payable
to the Holders of such Securities of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
In the event of the repurchase of this Security in part
only, a new Security or Securities of this series and of like tenor for the
portion hereof not so repurchased shall be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities are redeemable in whole or in part, at the
option of the Company at any time and from time to time, on not less than 30
or more than 60 days' prior notice mailed to the Holders of the Securities, at
a Redemption Price equal to the greater of (i) 100% of the principal amount of
the Securities to be redeemed and (ii) as determined by a Quotation Agent, the
sum of the present values of the Remaining Scheduled Payments thereon
discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25
basis points, together in either case with accrued interest on the principal
amount being redeemed to the Redemption Date.
"ADJUSTED TREASURY RATE" means, with respect to any
Redemption Date, the rate per annum equal to the semiannual equivalent yield
to maturity (computed as of the second business day immediately preceding such
Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Securities.
"COMPARABLE TREASURY PRICE" means, with respect to any
Redemption Date, (i) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average of all such
Quotations.
"QUOTATION AGENT" means the Reference Treasury Dealer
appointed by the Trustee after consultation with the Company.
"REFERENCE TREASURY DEALER" means (i) Xxxxxxx, Xxxxx & Co.
and its successors; PROVIDED, HOWEVER, that if the foregoing shall cease to be
a primary U.S. Government securities dealer in New York City (a "PRIMARY
TREASURY DEALER"), the Company shall designate as a substitute therefor
another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by the Trustee after consultation with the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect
to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer as
of 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date.
"REMAINING SCHEDULED PAYMENTS" means, with respect to each
Security to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related Redemption
Date but for such redemption, except that, if such Redemption Date is not an
interest payment date with respect to such Security, the amount of the next
succeeding scheduled interest payment thereon shall be reduced by the amount
of interest accrued thereon to such Redemption Date.
On and after any Redemption Date, interest will cease to
accrue on the Securities or any portion thereof called for redemption. Prior
to any Redemption Date, the Company shall deposit with a paying agent money
sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date. If less than all the Securities are to
be redeemed, the Securities to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of this Security or (b) certain restrictive
covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be effected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder unless such Holder
shall have previously given the Trustee written notice of a continuing Event
of Default with respect to the Securities of this series, the Holders of not
less than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request and shall have
failed to institute such proceeding for 60 calendar days after receipt of such
notice, request, and offer of
indemnity. The foregoing shall apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place, and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable
in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, shall be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee, and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security shall be overdue,
and neither the Company, the Trustee, nor any such agent shall be affected by
notice to the contrary.
Unless this Security is presented by an authorized
representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx) to the Company or its agent for registration of transfer, exchange, or
payment, and any Security issued upon registration of transfer of, or in
exchange for or in lieu of, this Security is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL because the registered owner hereof, Cede & Co., has an
interest herein.
All terms used in this Security that are defined in the
Indenture shall have the respective meanings assigned to them in the Indenture.
D. The Trustee's certificate of authentication shall be in
substantially the following form:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:
------------------
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By:
---------------------------
AUTHORIZED OFFICER
E. All acts and things necessary to make the Senior Notes,
when the Senior Notes have been executed by the Company and authenticated by
the Trustee and delivered as provided in the Indenture and this Supplemental
Indenture, the valid, binding, and legal obligations of the Company and to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed, and the execution and delivery by the
Company of the Indenture and this Supplemental Indenture and the issue
hereunder of the Senior Notes have in all respects been duly authorized; and
the Company, in the exercise of legal right and power in it vested, has
executed and delivered the Indenture and is executing and delivering this
Supplemental Indenture and proposes to make, execute, issue, and deliver the
Senior Notes.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
In order to declare the terms and conditions upon which the
Senior Notes are authenticated, issued, and delivered, and in consideration of
the premises and of the purchase and acceptance of the Senior Notes by the
Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of the respective Holders from time to time of the Senior Notes, as
follows:
ARTICLE I. ISSUANCE OF SENIOR NOTES.
SECTION I.1. ISSUANCE OF SENIOR NOTES; PRINCIPAL AMOUNT; MATURITY.
(a) On August 18, 2000 the Company shall issue and deliver
to the Trustee, and the Trustee shall authenticate, Senior Notes substantially
in the form set forth above, in each case with such appropriate insertions,
omissions, substitutions, and other variations as are required or permitted by
the Indenture and this Supplemental Indenture, and with such letters, numbers,
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Senior Notes, as evidenced by their execution of such Senior Notes.
(b) The Senior Notes shall be issued in the aggregate
principal amount of $200,000,000 and shall mature on August 15, 2010.
SECTION I.2. INTEREST ON THE SENIOR NOTES; PAYMENT OF INTEREST.
(a) The Senior Notes shall bear interest at the rate of
8.875% per annum from August 18, 2000, except in the case of Senior Notes
delivered pursuant to Sections 2.05 or 2.07 of the Indenture, which shall bear
interest from the most recent Interest Payment Date to which interest has been
paid or duly provided for, until the principal thereof is paid or made
available for payment. Such interest shall be payable semiannually on February
15 and August 15 of each year, commencing February 15, 2001.
(b) The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name a Senior Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name the Senior Note
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 calendar days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Senior Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
(c) Subject, in the case of any Global Security, to any
applicable requirements of the Depositary, payment of the principal of and
interest on the Senior Notes shall be made at the office or agency of the
Company maintained for the purpose in New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register.
SECTION I.3. EXECUTION, AUTHENTICATION AND DELIVERY OF SECURITIES.
The Senior Notes shall be executed on behalf of the Company
by the Chairman or any Vice Chairman of the Board of Directors, the Chief
Executive Officer, the President, or any Vice President of the Company and
attested by the Treasurer, the Secretary, any Assistant Treasurer, or any
Assistant Secretary of the Company, in each case by either manual or facsimile
signature.
ARTICLE II. CERTAIN DEFINITIONS.
SECTION II.1. CERTAIN DEFINITIONS.
The terms defined in this Section 2.1 (except as herein
otherwise expressly provided or unless the context of this Supplemental
Indenture otherwise requires) for all purposes of this Supplemental Indenture
and of any indenture supplemental hereto have the respective meanings
specified in this Section 2.1. All accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with GAAP. All other
terms used in this Supplemental Indenture that are defined in the Indenture or
the Trust Indenture Act, either directly or by reference therein (except as
herein otherwise expressly provided or unless the context of this Supplemental
Indenture otherwise requires), have the respective meanings assigned to such
terms in the Indenture or the Trust Indenture Act, as the case may be, as in
force at the date of this Supplemental Indenture as originally executed.
"CAPITAL STOCK" means, with respect to any Person, any and
all shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock or equity interests (including
without limitation, with respect to partnerships, limited liability companies
or business trusts, ownership interests (whether general or limited) and any
other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, such
partnerships, limited liability companies or business trusts) and any rights
(other than debt securities convertible into such capital stock or equity
interests), warrants or options exchangeable for or convertible into such
capital stock or equity interests.
"CHANGE OF CONTROL" means the occurrence of any of the
following events: (a) any "PERSON" or "GROUP" (as such terms are used in
Section 13(d) of the Exchange Act) becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under Exchange Act), directly or indirectly, of more
than 50% of the total Voting Stock of the Company; (b) the Company
consolidates with, or merges with or into, another Person, or another Person
consolidates with, or merges with or into, the Company, in either case
pursuant to a transaction in which the outstanding Voting Stock of the Company
is converted into or exchanged for cash, securities, or other property, other
than any such transaction where (i) immediately after such transaction no
"person" or "group" (as such terms are used in Section 13(d) of the Exchange
Act) is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the total Voting
Stock of the Person created by or surviving such transaction and (ii) the
holders of a majority of the total Voting Stock of the Company immediately
prior to such transaction hold, immediately following such transaction, a
majority of the total Voting Stock (or comparable equity securities) of the
Person created by or surviving such transaction;(c) the sale, assignment,
conveyance, transfer, lease or other disposition of all or substantially all
of the assets of the Company and its Restricted Subsidiaries as a whole to any
"person" or "group" (as such terms are used in Section 13(d) of the Exchange
Act), (d) during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election by such Board of Directors or whose nomination
for election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or (e) the dissolution or liquidation of
the Company. Notwithstanding the foregoing, a transaction effected to create a
holding company of the Company will not be deemed to involve a Change of
Control if (1) pursuant to such transaction the Company becomes a wholly owned
Subsidiary of such holding company and (2) the holders of the Voting Stock of
such holding company immediately following such transaction
are substantially the same as the holders of Voting Stock of the Company
immediately prior to such transaction.
"CONSOLIDATED NET TANGIBLE ASSETS" means total assets (less
accumulated depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under GAAP) after
deducting therefrom (i) all current liabilities and (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount, organization expenses,
and other like intangibles, all as set forth on the most recent balance sheet
of the Company and its consolidated Subsidiaries and computed in accordance
with GAAP.
"DEBT" means (i) all indebtedness, whether or not
represented by bonds, debentures, notes or other securities, for the repayment
of money borrowed and (ii) all guaranties, endorsements, assumptions and other
contractual obligations in respect of, or to purchase or to otherwise acquire,
indebtedness of others.
"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 (i) 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,
(ii) 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 (iii) 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.
"PRINCIPAL PROPERTY" means any mill, converting plant or
manufacturing facility (including, in each case, the equipment therein) and
any timberland, in each case located within the continental Untied States of
America (other than any of the foregoing acquired principally for the control
or abatement of atmospheric pollutants or contaminants or water, noise, odor
or other pollution, or any facility financed from the proceeds of pollution
control or revenue bonds), whether owned on the date hereof or hereafter
acquired, having a gross book value (without deduction of any applicable
accumulated depreciation) on the date as of which the determination is being
made of more than 5% of Consolidated Net Tangible Assets, but shall not
include any minerals or mineral rights, or any timberland designated by the
Board of Directors of the Company or of a Restricted Subsidiary, as the case
may be, as being held primarily for investment, development and/or sale.
"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.
"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.
"SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company
that accounts for (a) 10.0% or more of the total consolidated assets of the
Company and its Subsidiaries as of any date of determination or (b) 10.0% or
more of the total consolidated revenues of the Company and its Subsidiaries
for the most recently concluded fiscal quarter.
"UNRESTRICTED SUBSIDIARY" means (a) L-P SPV, Inc. and L-P
SPV2, LLC, (b) any Subsidiary of the Company the primary business of which
consists of, and is restricted by the charter, partnership agreement, or
similar organizational document of such Subsidiary to, financing operations on
behalf of the Company and its Subsidiaries, and/or purchasing accounts
receivable or direct or indirect interests therein and/or making loans secured
by accounts receivable or direct or indirect interests therein (and business
related to the foregoing), or which is otherwise primarily engaged in, and
restricted by its charter, partnership agreement, or similar organizational
document to, the business of a finance company (and business related thereto),
which, in accordance with the provisions of this Supplemental Indenture, has
been designated by Board Resolution as an Unrestricted Subsidiary, in each
case unless and until any of the Subsidiaries of the Company referred to in
the foregoing clauses (a) and (b) is, in accordance with the provisions of
this Supplemental Indenture, designated by a Board Resolution as a Restricted
Subsidiary, and (c) any Subsidiary of the Company of which, in the case of a
corporation, more than 50% of the issued and outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation has or might have voting power upon the
occurrence of any contingency), or, in the case of any partnership or other
legal entity, more than 50% of the ordinary equity capital interests, is at
the time directly or indirectly owned or controlled by one or more
Unrestricted Subsidiaries and the primary business of which consists of, and
is restricted by the charter, partnership agreement, or similar organizational
document of such Subsidiary to, financing operations on behalf of the Company
and its Subsidiaries, and/or purchasing accounts receivable or direct or
indirect interests therein, and/or making loans secured by accounts receivable
or direct or indirect interests therein (and business related to the
foregoing), or which is otherwise primarily engaged in, and restricted by its
charter, partnership agreement, or similar organizational document to, the
business of a finance company (and business related thereto).
"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 Louisiana-Pacific 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).
"VOTING STOCK" means any class or classes of Capital Stock
(however designated) conferring upon the holders thereof the ordinary voting
power to elect or remove at least a majority of the board of directors,
general or managing partners, managers or trustees of any Person, determined
without regard to any voting power that has been or may be conferred by any
class or classes of Capital Stock (however designated) by reason of the
occurrence of any contingency.
ARTICLE III. CERTAIN COVENANTS.
The following covenants shall be applicable to the Company
for so long as any of the Senior Notes are Outstanding. Nothing in this
paragraph will, however, affect the Company's rights or obligations under any
other provision of the Indenture or this Supplemental Indenture.
SECTION III.1. 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 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 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
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 of this Supplemental
Indenture 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 of this Supplemental Indenture,
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
of this Supplemental Indenture;
(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 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.
SECTION III.2. 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 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 Notes or Funded Debt
incurred or assumed by the Company which ranks senior to or pari
passu with the Senior Notes or of Funded Debt incurred or assumed by
any Restricted Subsidiary (other than, in either case, Senior 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 Louisiana-Pacific 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
Louisiana-Pacific or a Person designated by such Board of Directors).
SECTION III.3. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.
(a) Following the occurrence of a Change of Control, the
Company shall make an offer (a "Change of Control Offer") to each
Holder of Senior Notes to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Senior Notes at a
price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest thereon to the date of purchase (the
"Change of Control Payment"). The Change of Control Offer shall be made
by mailing, within 30 days following the Change of Control, a notice to
the Trustee and each Holder at the address appearing in the Security
Register, by first class mail, postage prepaid, by the Company or, at
the Company's request, by the Trustee in the name and at the expense of
the Company, describing the transaction or transactions that constitute
the Change of Control and offering to repurchase Senior Notes on the
date specified in such notice, which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"). The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations under the Exchange Act to the extent
such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.
(b) On the Change of Control Payment Date, the Company
shall, to the extent lawful, (i) accept for payment all Senior Notes
or portions thereof properly tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent an amount equal to
the Change of Control Payment in respect of all Senior Notes or
portions thereof so accepted, and (iii) deliver or cause to be
delivered to the Trustee the Senior Notes so accepted together with
an Officer's Certificate stating the aggregate principal amount of
Senior Notes or portions thereof being purchased by the Company. The
Paying Agent shall promptly mail to each Holder of Senior Notes so
accepted the Change of Control Payment for such Senior Notes. In the
event that any Senior Note is so accepted in part only, the Trustee
shall promptly authenticate and mail (or cause to be transferred by
book entry) to the Holder thereof a new Senior Note equal in
principal amount to the unpurchased portion of such Senior Note;
provided that each such new Senior Note will be in a principal amount
of $1,000 or an integral multiple thereof.
Acceptance of the Change of Control Offer by a Holder
shall be irrevocable (unless otherwise provided by law). The payment of
accrued interest as part of any repurchase price on any Change of
Control Payment Date shall be subject to the right of Holders of record
on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to such Change of Control
Payment Date.
(c) Notwithstanding anything to the contrary in this
Section 3.3, the Company shall not be required to make a Change of
Control Offer upon a Change of Control if (i) the Company has
effected Defeasance or Covenant Defeasance of the Senior Notes as
provided in Article V of the Indenture prior to the occurrence of the
Change of Control or (ii) if a third party makes the Change of
Control Offer in the manner, at the time and otherwise in compliance
with the requirements set forth in this Section 3.3 and purchases all
Senior Notes validly tendered pursuant to such Change of Control
Offer.
SECTION III.4. PERMITTING UNRESTRICTED SUBSIDIARIES TO BECOME RESTRICTED
SUBSIDIARIES.
The Company shall not permit any Unrestricted Subsidiary to be
designated as a Restricted Subsidiary unless such Subsidiary is otherwise in
compliance with all provisions of the Indenture and this Supplemental Indenture
that apply to Restricted Subsidiaries.
SECTION III.5. PAYMENT OFFICE.
The Company shall cause a Payment Office for the Senior Notes
to be maintained at all times in New York, New York.
ARTICLE IV. ADDITIONAL AND MODIFIED EVENTS OF DEFAULT.
SECTION IV.1. ADDITIONAL AND MODIFIED EVENTS OF DEFAULT.
In addition to the Events of Default set forth in the
Indenture (other than the Event of Default set forth in clause (v) of Section
8.01(a) of the Indenture, which is superseded in its entirety by the provisions
of clause (b) of this Section IV.1), the term "EVENT OF DEFAULT," whenever used
in the Indenture or this Supplemental Indenture with respect to the Senior
Notes, means any one of the following events (whatever the reason for such Event
of Default and whether it may be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree, or order of any court or
any order, rule, or regulation of any administrative or governmental body):
(a) the failure to redeem any Senior Note when required
pursuant to the terms and conditions thereof or to pay the purchase
price for any Senior Note to be purchased in accordance with Section
3.3 of this Supplemental Indenture;
(b) any nonpayment at maturity or other default under any
agreement or instrument relating to any other Indebtedness of the
Company or any Restricted Subsidiary (the unpaid principal amount of
which is not less than $25.0 million), and, in any such case, such
default (i) continues beyond any period of grace provided with respect
thereto and (ii) results in such Indebtedness becoming due prior to its
stated maturity or occurs at the final maturity of such Indebtedness;
PROVIDED, HOWEVER, that, subject to the provisions of Section 9.01 and
8.08 of the Indenture, the Trustee shall not be deemed to have
knowledge of such nonpayment or other default unless either (1) a
Responsible Officer of the Trustee has actual knowledge of nonpayment
or other default or (2) the Trustee has received written notice thereof
from the Company, from any Holder, from the holder of any such
Indebtedness or from the trustee under the agreement or instrument,
relating to such Indebtedness;
(c) the entry of one or more final judgments or orders
for the payment of money against the Company or any Restricted
Subsidiary, which judgments and orders create a liability of $50.0
million or more in excess of insured amounts and have not been stayed
(by appeal or otherwise), vacated, discharged, or otherwise satisfied
within 60 calendar days of the entry of such judgments and orders; and
(d) Events of Default of the type and subject to the
conditions set forth in clauses (vi) and (vii) of Section 8.01(a) of
the Indenture in respect of the Company or any Restricted Subsidiary
that is a Significant Subsidiary or, in related events, any group of
Restricted
Subsidiaries of the Company that if considered in the aggregate, would
be a Significant Subsidiary of the Company.
ARTICLE V. DEFEASANCE.
SECTION V.1. APPLICABILITY OF ARTICLE V OF THE INDENTURE.
(a) The Senior Notes shall be subject to Defeasance and
Covenant Defeasance as provided in Article V of the Indenture; PROVIDED,
HOWEVER, that no Defeasance or Covenant Defeasance shall be effective unless
and until:
(i) there shall have been delivered to the
Trustee the opinion of a nationally recognized independent public
accounting firm certifying the sufficiency of the amount of the moneys,
U.S. Government Obligations, or a combination thereof, placed on
deposit to pay, without regard to any reinvestment, the principal of
and any premium and interest on the Senior Notes on the Stated Maturity
thereof or on any earlier date on which the Senior Notes shall be
subject to redemption;
(ii) there shall have been delivered to
the Trustee the certificate of a Responsible Officer of the Company
certifying, on behalf of the Company, to the effect that (A) such
Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any agreement to which the
Company is a party or violate any law to which the Company is subject
and (B) no Event of Default or event that (after notice or lapse of
time or both) would become an Event of Default has occurred and is
continuing at the time of such deposit; and
(iii) no Event of Default specified in
Sections 8.01(a)(vi) and (vii) of the Indenture or event that (after
notice or lapse of time or both) would become an Event of Default
specified in Sections 8.01(a)(vi) and (vii) of the Indenture shall have
occurred and be continuing at any time on or prior to the 124th
calendar day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until after such 124th
calendar day).
(b) Upon the exercise of the option provided in Section
5.01 of the Indenture to have Section 5.03 of the Indenture applied to the
Outstanding Senior Notes, in addition to the obligations from which the
Company shall be released specified in the Indenture, the Company shall be
released from its obligations under Article III hereof.
ARTICLE VI. REDEMPTION OF SENIOR NOTES.
SECTION VI.1. RIGHT OF REDEMPTION.
The Senior Notes may be redeemed by the Company in accordance
with the provisions of the form of Securities set forth herein.
ARTICLE VII. MISCELLANEOUS.
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. Except as set forth herein, the Indenture heretofore
executed and delivered is hereby (i) incorporated by reference in this
Supplemental Indenture and (ii) ratified, approved, and confirmed.
SECTION VII.2. WAIVER OF CERTAIN COVENANTS.
The Company may omit in any particular instance to comply
with any term, provision, or condition set forth in Article III hereof if the
Holders of a majority in principal amount of the Outstanding Senior Notes
shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision, or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision, or condition shall remain in full force
and effect.
SECTION VII.3. SUPPLEMENTAL INDENTURE MAY BE EXECUTED IN COUNTERPARTS.
This instrument may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION VII.4. EFFECT OF HEADINGS.
The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
[Seal] LOUISIANA-PACIFIC CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx, Vice President
Attest:
/s/ Xxxxx X. Xxxxxxxx
Title: Secretary
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Xxxxx Xxxxxxx
Title: Assistant Vice President
Attest:
Name: /s/ Xxxxxx Xxx Xxxxxxx
Title: Vice-President
