LONG-TERM DEBT

LP’s long-term debt consists of the following:



Dollars in millions	September 30, 2011			December 31, 2010
Debentures:
Senior secured notes, maturing 2017	$	188.0		$	183.5
Bank credit facilities:
Chilean term credit facility, maturing 2019, denominated in UF	39.8			42.3
Brazilian export financing facility, maturing 2017	10.0			—
Limited recourse notes payable:
Senior notes, payable 2012	7.9			7.9
Senior notes, payable 2013 - 2018	112.0			112.0
Other financing
Non-recourse notes, payable 2018	368.7			368.7
Other	0.4			0.3
Total	726.8			714.7
Less: current portion	(10.6		)	(0.2		)
Net long-term portion	$	716.2		$	714.5

LP issued $47.9 million of senior notes in 1997 in a private placement to institutional investors. The $7.9 million remaining notes are secured by $9.9 million in notes receivable from Sierra Pacific Industries and mature in 2012. In the event of a default by Sierra Pacific Industries, LP is fully liable for the notes payable with the underlying timberlands as security for the notes receivable.

LP issued $348.6 million of senior debt in 1998 in a private placement to institutional investors. The remaining $112.0 million of these notes mature in principal amounts of $90.0 million in 2013 and $22.0 million in 2018. The remaining notes are secured by $113.7 million of notes receivable from Green Diamond Resource Company (Green Diamond). Pursuant to the terms of the notes payable, in the event of a default by Green Diamond, LP would be liable to pay only 10% of the indebtedness represented by the notes payable with the underlying timberlands as security for the notes receivable.

LP issued $368.7 million of senior debt in 2003 in a private placement to unrelated third parties. The notes mature in 2018. The notes are supported by a bank letter of credit. LP’s reimbursement obligations under the letter of credit are secured by $410.0 million in notes receivable from assets sales. In general, the creditors under this arrangement have no recourse to LP’s assets, other than the notes receivable. However, under certain circumstances, LP may be liable for certain liabilities (including liabilities associated with the marketing or remarketing of the notes payable and reimbursement obligations, which are fully cash collateralized under the letter of credit supporting the notes payable) in an amount not to exceed 10% of the aggregate principal amount of the notes receivable. LP’s maximum exposure in this regard was approximately $41.0 million as of September 30, 2011 and December 31, 2010.

In December 2009, LP entered into a term loan agreement with a Chilean bank. This loan is denominated in UF (inflation adjusted Chilean pesos) and is partially secured by property, plant and equipment in Chile. The loan will be repaid in 16 equal semi-annual payments beginning in June 2012 and ending December 2019. As of September 30, 2011, no principal payments have been made on this loan. Any increases or decreases in the loan balance shown are related to the change in the underlying foreign currency exchange rates or required inflation adjustments.

In August 2011, LP entered into a export financing loan agreement with a Brazilian bank. This loan will be repaid in 10 equal semi-annual payments beginning in January 2013 and ending July 2017.

Subsequent to September 30, 2011, LP entered into an amendment to its credit facility which (1) extends the maturity from September 10, 2012 to October 14, 2016, (2) decreases the interest rate payable for certain types of loans, (3) permits LP to include in its borrowing base certain inventory that was previously excluded, (4) increases LP's flexibility to incur and prepay certain debt and (5) provides that the credit facility lenders' second priority liens on certain assets of LP and its subsidiaries that secure certain indebtedness of LP and its subsidiaries to other parties on a first priority basis will be automatically released in connection with the repayment of such other indebtedness.

LP estimates the senior secured notes maturing in 2017 to have a fair value of $234.0 million as of September 30, 2011 and $263.0 million at December 31, 2010 based upon market quotations.

Additional descriptions of LP’s indebtedness are included in consolidated financial statements and the notes thereto included in LP’s Annual Report on Form 10-K for the year ended December 31, 2010.