10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         

Commission file number 0-24976

CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	93-1161833 (I.R.S. Employer Identification No.)
121 SW Morrison Street, Suite 1500, Portland, Oregon (Address of principal executive offices)	97204 (Zip Code)

Registrant's telephone number, including area code: 503-274-2300

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Common Units
(Class) 30,527,030
(Outstanding at May 14, 2001)

CROWN PACIFIC PARTNERS, L.P.
FORM 10-Q
INDEX

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statement of Income—Quarters Ended March 31, 2001 and 2000	2
	Consolidated Balance Sheet—March 31, 2001 and December 31, 2000	3
	Consolidated Statement of Cash Flows—Quarters Ended March 31, 2001 and 2000	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
PART II—OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	15
Signatures		16

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Crown Pacific Partners, L.P.

Consolidated Statement of Operations

(In thousands, except unit and per unit data)

(Unaudited)

		For the Quarter Ended March 31,
		2001			2000
Revenues		$	138,819		$	231,723
Operating costs:
	Cost of products sold		126,387			198,071
	Selling, general and administrative expenses		9,388			11,445
Operating income			3,044			22,207
Interest expense			15,914			14,126
Amortization of debt issuance costs			232			255
Other income, net			(123	)		(437	)
Net (loss) income		$	(12,979	)	$	8,263
Net (loss) income per unit		$	(0.42	)	$	0.27
Weighted average units outstanding			30,505,095			30,383,678

The accompanying notes are an integral part of this financial statement.

2

Crown Pacific Partners, L.P.

Consolidated Balance Sheet

(In thousands, except unit data)

			March 31, 2001		December 31, 2000
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	5,866	$	14,537
	Accounts receivable, net of allowances of $1,320 and $1,554			107,544		113,560
	Notes receivable			4,308		4,502
	Inventories			61,258		58,560
	Deposits on timber cutting contracts			2,495		2,811
	Prepaid and other current assets			1,346		1,491
		Total current assets		182,817		195,461
Property, plant and equipment, net of accumulated depreciation of $40,517 and $38,805				80,140		79,162
Timber, timberlands and roads, net				626,176		633,926
Intangible assets, net of accumulated amortization				34,965		34,182
Other assets				11,812		12,448
Total assets			$	935,910	$	955,179
Liabilities and Partners' Capital
Current liabilities:
	Notes payable		$	38,000	$	32,000
	Accounts payable			40,634		50,683
	Accrued expenses			14,878		20,315
	Accrued interest			13,962		10,711
	Current portion of long-term debt			169		166
		Total current liabilities		107,643		113,875
Long-term debt				687,872		688,965
Other non-current liabilities				719		729
				796,234		803,569
Commitments and contingent liabilities
Partners' capital:
	General partners			109		194
	Limited partners (30,527,030 and 30,410,906 units outstanding at March 31, 2001 and December 31, 2000, respectively)			139,567		151,416
		Total partners' capital		139,676		151,610
Total liabilities and partners' capital			$	935,910	$	955,179

The accompanying notes are an integral part of this balance sheet.

3

Crown Pacific Partners, L.P.

Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

			For the Quarter Ended March 31,
			2001			2000
Cash flows from operating activities:
	Net (loss) income		$	(12,979	)	$	8,263
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Depletion, depreciation and amortization		11,523			15,061
		Gain on sale of property		(4,416	)		(605	)
	Net change in current assets and current liabilities, net of effects of business combination:
		Accounts and notes receivable		6,218			(16,374	)
		Inventories		(2,698	)		(6,791	)
		Deposits on timber cutting contracts		316			(57	)
		Prepaid and other current assets		69			259
		Accounts payable and accrued expenses		(12,235	)		2,808
Net cash (used in) provided by operating activities				(14,202	)		2,564
Cash flows from investing activities:
	Additions to timberlands			(2,340	)		(79,218	)
	Additions to timber cutting rights			(397	)		(3,343	)
	Additions to equipment			(3,555	)		(12,224	)
	Proceeds from sales of property			6,434			439
	Deposit on future asset sale			—			4,200
	Principal payments received on notes			444			586
	Purchase of business			—			(3,511	)
	Other investing activities			(1,000	)		(960	)
Net cash used by investing activities				(414	)		(94,031	)
Cash flows from financing activities:
	Net increase in short-term borrowings			6,000			28,000
	Proceeds from issuance of long-term debt			—			84,444
	Repayments of long-term debt			(1,090	)		(729	)
	Contributions of capital			1,045			980
	Distributions to partners			—			(17,481	)
	Other financing activities			(10	)		276
Net cash provided by financing activities				5,945			95,490
Net (decrease) increase in cash and cash equivalents				(8,671	)		4,023
Cash and cash equivalents at beginning of period				14,537			21,616
Cash and cash equivalents at end of period			$	5,866		$	25,639

The accompanying notes are an integral part of this financial statement.

4

CROWN PACIFIC PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per unit amounts or as otherwise indicated)

(Unaudited)

1:  Organization and Basis of Presentation

    Crown Pacific Partners, L.P. ("Crown Pacific" or the "Partnership"), a Delaware limited partnership, through its 99% owned subsidiary, Crown Pacific Limited Partnership (the "Operating Partnership"), was formed in 1994 to acquire, own and operate timberlands and wood product manufacturing facilities located in the Northwest United States. The Partnership's business consists primarily of growing and harvesting timber for sale as logs in domestic and export markets and the manufacturing and selling of lumber and other wood products.

    The financial statements included in this Form 10-Q are unaudited and reflect the consolidated financial position, results of operations and cash flows of the Partnership. These financial statements include all the accounts of the Partnership but do not contain all of the information required by generally accepted accounting principles to be included in a full set of financial statements. The financial statements in the Partnership's 2000 annual report on Form 10-K, which includes a summary of significant accounting policies of the Partnership, should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations for the three-month periods ended March 31, 2001 and 2000 have been included. All such adjustments are of a normal and recurring nature and all significant intercompany transactions have been eliminated. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

    Net income per unit was calculated using the weighted average number of common units outstanding divided into net income, after adjusting for the General Partner interest. The General Partner income (loss) allocation was $(130) and $83 for the three months ended March 31, 2001 and 2000, respectively. There is no significant difference between basic and diluted earnings per unit.

Note 2:  Inventories

    Inventories, consisting of lumber and logs, are stated at the lower of LIFO cost or market. Supplies and inventories maintained at non-manufacturing locations are valued at the lower of average cost or market. Inventories consisted of the following:

		March 31, 2001		December 31, 2000
Lumber		$	13,017	$	12,363
Logs			16,419		16,232
Supplies			4,448		4,355
LIFO adjustment			1,792		1,792
Manufacturing inventory			35,676		34,742
Wholesale products			25,582		23,818
	Total	$	61,258	$	58,560

Note 3:  Timber, Timberlands and Roads

    In the first quarter of each year, the Partnership performs an update of its timber inventory system. The update resulted in a net increase in depletion costs for the first quarter of 2001 of

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approximately $0.1 million, or $0.003 per unit, and a net increase in depletion costs for the first quarter of 2000 of approximately $0.2 million, or $0.01 per unit, with no impact on cash flow in either period.

Note 4:  Supplemental Cash Flow Information

    Supplemental disclosure of cash flow information is as follows:

	Three months ended March 31,
	2001		2000
Cash paid during the period for interest	$	12,435	$	10,140
Business assets acquired with debt and equity		—		2,000

Note 5:  Segment Reporting

    The Partnership classifies its operations into three fundamental businesses: (1) Timberlands, consisting of the sale of logs to the Partnership's manufacturing facilities and to third parties, and the sale of timber and timberlands to third parties; (2) Manufacturing, consisting of the manufacture of logs into lumber and the sale of residual chips to pulp and paper mills; and (3) Wholesale Marketing, consisting of the trading of various forest products and distribution of lumber and panel products through the Partnership's professional contractor service yards. Corporate and Other includes general corporate overhead and expenses (such as LIFO) not allocated to the segments and miscellaneous operations not significant enough to be classified as a separate segment. The Partnership does not show assets by segment, as historic costs are not used by management to allocate resources or assess performance. Transfers between segments are generally at prices which management believes reflect current market prices.

6

    The following summarizes the Partnership's segment information:

		Three Months Ended March 31,
Revenues
		2001			2000
Timberlands:
	Trade	$	22,598		$	34,996
	Intersegment		24,887			63,434
			47,485			98,430
Manufacturing:
	Trade		31,864			67,935
	Intersegment		4,258			3,682
			36,122			71,617
Wholesale Marketing:
	Trade		84,156			125,697
	Intersegment		5,974			11,980
			90,130			137,677
Corporate and Other:
	Trade		201			3,095
	Intersegment		322			815
			523			3,910
Total:
	Total Revenue		174,260			311,634
	Less Intersegment		(35,441	)		(79,911	)
	Net Revenue	$	138,819		$	231,723

	Three Months Ended March 31,
Operating income (loss)
	2001			2000
Timberlands	$	5,685		$	18,375
Manufacturing		(2,124	)		5,019
Wholesale		3,039			4,630
Corporate and Other		(3,556	)		(5,817	)
Operating Income		3,044			22,207
Interest Expense		(15,914	)		(14,126	)
Other		(109	)		182
Net Income (loss)	$	(12,979	)	$	8,263

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Note 6:  Subsequent Event—Bank Agreement Amendments

    On April 20, 2001, the Company's acquisition and working capital bank facilities were amended. In general, the amendments concerned the required amount of the cash flow to interest expense covenant. Given the Partnership's decision to preserve its timber assets until log and land prices improve, and the fact that weak lumber prices continued to plague its manufacturing segment results, compliance with this covenant requirement would not be possible.

    The Partnership's bank group agreed, under conditions contained in the attached exhibits, to temporarily modify the existing credit agreements. With these modifications, the Partnership believes it received the relief necessary in order to follow its near term operating plan of waiting out the current product price environment. For the period of time that these modifications apply, the Partnership could experience higher interest expense on its borrowings under these facilities. The margin paid by the Partnership on both LIBOR and prime rate loans under these facilities will increase by 1.125 percentage points during the term of this amendment.

    The Partnership incurred an amendment fee of approximately $1.1 million, which will be recognized ratably over the second and third quarters of 2001. If, at any time, the Partnership decides to comply with the previous terms of the credit agreements, it will have the option of reverting back to the original form of the agreements.

8

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

General

    Crown Pacific's principal operations consist of the growing and harvesting of timber, the sale of logs and the processing and sale of lumber and other wood products. The Partnership's ability to implement its business strategy over the long term and its results of operations depend upon a number of factors, many of which are beyond its control. These factors include general industry conditions, domestic and international prices and supply and demand for logs, lumber and other wood products, seasonality and competition from other supplying regions and substitute products.

Forward-Looking Statements

    Information contained in Item 2 and other sections of this report include forward-looking statements including statements regarding the Partnership's expectations, hopes, beliefs, intentions or strategies regarding the future that are not purely historical, but are based on assumptions that in the future may prove not to be accurate. The Partnership's business and prospects are subject to a number of risks, including the volatility of global timber and lumber prices and supplies, factors limiting harvesting of timber including contractual obligations, governmental restrictions, weather and access limitations, as well as the substantial capital expenditures required to supply its operations.

    Additional factors that could affect future performance include environmental risks, operating risks normally associated with the timber industry, competition, government regulation and economic changes in the regions where the Partnership's products are sold, including Southeast Asia and Japan. Other risk factors include the value of the U.S. dollar against foreign currencies and the ability of the Partnership to implement its business strategy. These and other risks are described in the Partnership's registration statements and reports filed from time to time on forms 10-K, 8-K and 10-Q and reports to unitholders, which are available from the Partnership or the United States Securities and Exchange Commission.

Financial Condition

    The Partnership's primary sources of liquidity have been cash provided by operating activities, including stumpage and property sales, as well as debt and equity financings.

    Cash used by operating activities was $14.2 million in the first quarter of 2001 and resulted primarily from a net loss of $5.9 million (net of non-cash expenses of $7.1 million), an increase in inventories of $2.7 million and a decrease in accounts payable and accrued expenses of $12.2 million, offset by a decrease in accounts and notes receivable of $6.2 million. Working capital decreased to $75.2 million at March 31, 2001 compared to $81.6 million at December 31, 2000.

    Net cash used in investing activities of $0.4 million resulted primarily from the use of $2.7 million for additions to timberlands and timber cutting rights, $3.6 million used for additions to equipment and $1.0 million used for the second of three contingency payments, which was recorded as additional goodwill, associated with the acquisition of Desert Lumber, offset by proceeds from property sales and other items of $6.9 million.

    Net cash provided by financing activities of $5.9 million resulted primarily from a $6.0 million net increase in short-term borrowings and a $1.0 million contribution of capital from the issuance of units related to the above mentioned Desert Lumber contingency payment, offset by repayments on long-term debt of $1.1 million.

    Cash necessary to enable the Partnership to pay quarterly cash distributions, if any, (in accordance with the Partnership Agreement), to pay for capital expenditures and to satisfy interest and principal payments on indebtedness, is significant. Additions to plant and equipment totaled $3.6 million in the

9

first quarter of 2001, primarily for a new planer mill at the Partnership's Gilchrist, Oregon facility, and are expected to total less than $5.0 million during all of 2001. Additions to timber and timberland purchases are evaluated as opportunities arise and totaled $2.7 million in the first quarter of 2001. The Managing General Partner expects that capital expenditures will be funded by a combination of any or all of the following: property sales, cash generated from operations, current funds or bank borrowings. The Partnership does not expect to make cash distributions from its current funds or from cash generated by operating activities until significantly improved market conditions will support a sustained quarterly distribution.

    The Partnership has a $58 million revolving credit facility with a group of banks for working capital purposes and stand-by letters of credit that expire on December 1, 2002. The credit facility bears a floating rate of interest and is secured by accounts receivable and inventory. At March 31, 2001, the Partnership had $37.0 million outstanding under this facility, with a weighted average interest rate of 7.8%.

    The Partnership has a $199.3 million, three-year credit line with a group of banks to provide for the acquisition of additional timber, timberlands and related assets and capital expenditures. The acquisition facility bears a floating rate of interest, is unsecured and expires December 1, 2002. At the end of the revolving period, the Partnership may elect to convert any outstanding borrowings under this facility to a four-year term loan, requiring quarterly principal payments equal to 6.25% of the outstanding principal balance on the conversion date. At March 31, 2001, the Partnership had $199.3 million outstanding under this facility, with a weighted average interest rate of 7.31%.

    The $58 million working capital facility and the $199.3 million acquisition facility were amended in April 2001. See Note 7 above for more information about the amendments.

    The Partnership's 9.78%, 9.60%, 8.17% and 7.8% senior notes, issued in 1994, 1995, 1996 and 1998, respectively, are unsecured and require semi-annual interest payments through 2018. These senior notes, with an aggregate $486 million principal amount, require the Partnership to make an aggregate principal payment of $37.5 million on December 1, 2002, and annual principal payments in various amounts from December 1, 2003 through 2018. The senior notes are redeemable prior to maturity, subject to a premium on redemption based on interest rates of U.S. Treasury securities having a similar average maturity as the senior notes, plus 50 basis points.

    C.P. Air, a subsidiary of the Partnership, borrowed $2.7 million in January 2000 to finance a new aircraft. The debt bears interest at 8.25%, is secured by the aircraft and requires monthly payments of $26,000 including interest.

    All of the Partnership's senior note agreements and bank lines of credit contain certain restrictive covenants, including limitations on harvest levels, land sales, cash distributions and the amount of future indebtedness. After giving effect to the amendments described in Note 6 above, the Partnership was in compliance with such covenants at March 31, 2001.

New Accounting Pronouncements

    In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an amendment of FASB Statement No. 133" ("SFAS 138"). In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 137"). SFAS 137 is an amendment to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 137 and 138 establish accounting and reporting standards for all derivative instruments. SFAS 137 and 138 are effective for fiscal years beginning after June 15, 2000. The Partnership does not currently have any derivative instruments and, accordingly, the adoption

10

of SFAS 137 and 138 in the first quarter of 2001 did not have an impact on its financial position, results of operations or cash flows.

Results of Operations

Three Months Ended March 31, 2001 compared to Three Months Ended March 31, 2000

General

    Net revenues during the first quarter of 2001, which ended March 31, 2001, decreased $92.9 million, or 40.1%, to $138.8 million, from $231.7 million in the same quarter of 2000. The decrease reflects the impact of significantly lower lumber and log volumes and prices compared to the first quarter of 2000.

    Cost of sales as a percentage of sales increased to 91.0% in the first quarter of 2001, compared to 85.5% in the same quarter of 2000. The increase is primarily the result of a decreased revenue base over which to spread fixed costs and increased depreciation, primarily due to additions made to the Partnership's Gilchrist, Oregon mill, which were only partially offset by higher land sales margins, lower log and lumber costs and lower per unit manufacturing costs.

    Selling, general and administrative expenses decreased $2.0 million, or 18.0%, to $9.4 million in the first quarter of 2001, compared to $11.4 million in the first quarter of 2000, primarily as a result of lower salaries and wages, professional fees and public relations expense. Selling, general and administrative expenses represented 6.8% of sales in the first quarter of 2001 and 4.9% of sales in the same quarter of 2000. The increase as a percentage of sales is due to the decrease in sales in the first quarter of 2001.

    Interest expense increased $1.8 million, or 12.7%, to $15.9 million in the first quarter of 2001, from $14.1 million in the same quarter of 2000. The increase is a result of higher debt balances in the first quarter of 2001 due primarily to an increase of $6.0 million in short-term borrowings in the first quarter of 2001 and the fact that the $73.4 million of debt related to the Plum Creek acquisition in the first quarter of 2000 and the $30.1 million of spending related to the installation of a new small log line at the Partnership's Gilchrist sawmill and the acquisition of Cheshire Sales Co. were outstanding for the entire first quarter of 2001, but not the entire first quarter of 2000.

    The Partnership pays no significant income taxes and does not include a provision for income taxes in its financial statements.

Timberlands

    Total external log sales, including property and stumpage sales, decreased 35.4% to $22.6 million, or 16.3% of revenue in the first quarter of 2001, compared to $35.0 million, or 15.1% of revenue in the first quarter of 2000. Internal sales of logs to manufacturing decreased 60.8% to $24.9 million in the first quarter of 2001 from $63.4 million in the first quarter of 2000. The decreases reflect both significantly lower demand for logs and lumber products and lower average realizations.

    Overall operating income from timberlands, including property sales, decreased $12.7 million, or 69.1%, to $5.7 million in the first quarter of 2001 from $18.4 million in the first quarter of 2000, primarily as a result of a 42.2% decrease in log sales volume and a 28.7% decrease in average sales realizations compared to the first quarter of 2000, which were partially offset by lower non-fee and purchased log volume during the current quarter.

11

Domestic Log Sales

    Average external domestic prices received for logs sold from the various tree farms, including stumpage but excluding pulpwood, were as follows:

	Quarter Ended March 31,
Tree Farm					% Change
	2001		2000
Oregon	$	154/MBF	$	500/MBF	(69.2	)%
Inland	$	421/MBF	$	292/MBF	44.2	%
Hamilton	$	434/MBF	$	507/MBF	(14.4	)%
Olympic	$	386/MBF	$	468/MBF	(17.5	)%
Weighted average	$	266/MBF	$	376/MBF	(29.3	)%

    Decreases at the Oregon, Hamilton and Olympic tree farms reflect the impact of weak lumber markets on log pricing and changes in the mix of both species and sales type (i.e. stumpage versus delivered logs).

    The increase at the Inland tree farm is primarily the result of species mix changes. The Partnership had a significantly higher volume of lower priced stumpage sales during the first quarter of 2000 compared to the first quarter of 2001.

    Domestic external log sales volumes decreased 41.2% in the first quarter of 2001 to 44.2 million board feet (MMBF), compared to 75.1 MMBF in the same quarter of 2000, primarily as a result of decreased demand. The external volume from each of the Partnership's tree farms was as follows (in thousands of board feet (MBF)):

		Quarter Ended March 31,
Tree Farm				% Change
		2001	2000
Oregon		25,031	6,684	274.5	%
Inland		3,842	42,790	(91.0	)%
Hamilton		7,988	10,347	(22.8	)%
Olympic		7,325	15,326	(52.2	)%
	Total	44,186	75,147	(41.2	)%

    The increase at the Oregon tree farm is a result of increased stumpage activity compared to the same period of 2000.

    The decreases at the Inland, Hamilton and Olympic tree farms are a result of lower demand and planned reductions in the overall fee harvest program during the first quarter of 2001 compared to the same quarter of 2000.

Export Log Sales

    Sales of logs to customers involved in exporting activities (included in total log sales above) were approximately $0.7 million, or 0.5% of sales in the first quarter of 2001, compared to $2.2 million, or 0.9% of sales for the same quarter in 2000. The average realization for export logs decreased 10.4% to $589/MBF in the first quarter of 2001 compared to $657/MBF in the first quarter of 2000. Sales volumes of export logs decreased 65.2% to 1,165 MBF in the first quarter of 2001 compared to 3,352 MBF in the first quarter of 2000. The decrease in realization is primarily a result of the impact of increased supplies and soft demand. Except for demand for the highest grade logs, export markets were soft during the current period.

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Property Sales

    Revenue and operating income from property sales in the first quarter of 2001 were $6.3 million and $4.4 million, respectively, compared to $1.1 million and $0.6 million, respectively in the first quarter of 2000. Continued sales are expected as part of the Partnership's ongoing strategy of both capturing and reinvesting the value of non-strategic timberlands.

Manufacturing

    Sawmill sales, excluding sales of lumber products through the wholesale division, decreased $36.0 million, or 53.0% to $31.9 million, or 23.0% of sales, in the first quarter of 2001 from $67.9 million, or 29.3% of sales in the same quarter of 2000. The decreased revenues reflect a 30.0% decrease in external lumber sales volume, a 37.2% decrease in average external lumber sales realizations and a 7.7% decline in chip revenue.

    Operating loss from manufacturing was $2.1 million in the first quarter of 2001 compared to operating income of $5.0 million in the first quarter of 2000. The decrease is primarily a result of the decrease in revenue discussed above and 12.7% higher overhead costs (primarily as a result of increased depreciation at the Gilchrist, Oregon sawmill), partially offset by a 16.7% decline in unit manufacturing costs and 35.1% lower log costs compared to the first quarter of 2000.

    Average prices received for all lumber sales, excluding sales to the wholesale division, in the various regions were as follows:

	Quarter Ended March 31,
Region					% Change
	2001		2000
Oregon	$	285/MBF	$	611/MBF	(53.4	)%
Inland	$	277/MBF	$	380/MBF	(27.1	)%
Washington	$	250/MBF	$	318/MBF	(21.4	)%
Weighted average	$	272/MBF	$	433/MBF	(37.2	)%

    The lower realizations reflect both weak lumber markets and mix changes.

    External lumber sales volumes decreased 30.0% in the first quarter of 2001 to 101.1 MMBF compared to 144.5 MMBF in the same period of 2000. External sales volumes from the various regions were as follows (in MBF):

		Quarter Ended March 31,
Region				% Change
		2001	2000
Oregon		36,378	46,153	(21.2	)%
Inland		35,022	62,865	(44.3	)%
Washington		29,733	35,502	(16.3	)%
	Total	101,133	144,520	(30.0	)%

    The decreases reflect lower production volumes due to modified one-shift production schedules at the Partnership's Prineville, Oregon sawmill and at both of its Inland mills. In addition, the Gilchrist sawmill experienced production bottlenecks (which have subsequently been resolved) during the installation of a new planer mill in the first quarter of 2001.

    By-product revenues accounted for 3.3% of revenue in the first quarter of 2001, compared to 2.0% of revenue in the first quarter of 2000. Residual wood chip prices increased to $74 per bone dry unit (BDU) in the first quarter of 2001 compared to $68/BDU in the first quarter of 2000. The higher average realization reflects the benefit of higher prices for chips in the Inland and Oregon regions.

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Woodchip volume decreased 15.4% to 48,654 BDUs in the first quarter of 2001 compared to 57,529 BDUs in the first quarter of 2000. The lower volume reflects the impact of lower production from the Partnership's sawmills during the first quarter of 2001.

Wholesale Marketing

    The Partnership's wholesale operations involve sales of lumber and other wood products, much of which were not manufactured by the Partnership. Sales from the wholesale operations decreased $41.5 million, or 33.0% to $84.2 million, 60.6% of sales, in the first quarter of 2001 from $125.7 million, or 54.2% of sales in the first quarter of 2000. Operating income from wholesale operations decreased 34.4% to $3.0 million in the first quarter of 2001 from $4.6 million in the first quarter of 2000. The decreases in revenue and operating income are a result of significantly lower building material prices and lower sales volume, which reflects the impact of weather and lower housing start activity. Operating income was further affected by increased operating expenses at two operations. These factors were partially offset by favorable raw material purchase prices. In addition, the Partnership increased its sales volume of internally produced lumber through this segment by 42.8% in the first quarter of 2001 compared to the first quarter of 2000. During the first quarter of 2001, the Partnership completed its investment to expand yard capacity at the Reno location.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

    The Partnership's only financial instruments with market risk exposure are its variable rate lines of credit. At March 31, 2001, the Partnership had $236.3 million outstanding under its lines of credit with a weighted average interest rate of 7.39%. A hypothetical 10 percent increase in interest rates to 8.13% would not have a material impact on the Partnership's cash flows.

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PART II—OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)

The exhibits filed as part of this report are listed below and this list is intended to serve as the exhibit index:

Exhibit No. and Description
10.1	First Amendment, dated April 20, 2001, to Amended and Restated Credit Agreement dated December 1, 1999.
10.2	First Amendment, dated April 20, 2001, to Amended and Restated Facility B Credit Agreement dated December 1, 1999.

(b)

Reports on Form 8-K:

    There were no reports on Form 8-K filed during the quarter ended March 31, 2001.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CROWN PACIFIC PARTNERS, L.P.
DATE: MAY 14, 2001	By:	Crown Pacific Management Limited Partnership, as a Managing General Partner
	By:	/s/ RICHARD D. SNYDER Richard D. Snyder Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

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CROWN PACIFIC PARTNERS, L.P. FORM 10-Q INDEX
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART II—OTHER INFORMATION
SIGNATURES

EX-10.1

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EXHIBIT 10.1

    THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("First Amendment"), dated as of April 20, 2001, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as agent for the Banks (the "Agent"), and those financial institutions parties to the Credit Agreement (collectively, the "Banks") signatory hereto.

RECITALS

    A.  The Company, Banks, and Agent are parties to an Amended and Restated Credit Agreement dated as of December 1, 1999 (the "Credit Agreement") pursuant to which the Agent and the Banks have extended certain credit facilities to the Company.

    B.  The Company, the Banks, and the Agent now hereby wish to amend the Credit Agreement in certain respects, all as set forth in greater detail below.

    NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

    1.  Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement.

    2.  No Obligation to Make New Loans.  The Company may request new Loans pursuant to Section 2.1 of the Credit Agreement only with the prior written consent of each of the Banks.

    3.  Amendments to the Credit Agreement.

    (a) The definition of "Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Applicable Margin" means, in respect of all Loans outstanding on any date, a per annum rate equal to 3.00% for Offshore Rate Loans and 2.00% for Base Rate Loans.

    (b) The definition of "Available Cash" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (until the Company exercises its Interest Coverage Replacement Option as referenced in Section 7.15(c)) to conform to the blacklined form of the definition of "Available Cash" attached as Exhibit A hereto. Upon the Company's exercise of its Interest Coverage Replacement Option as referenced in Section 7.15(c), the definition of "Available Cash" shall revert to the definition set forth in the Credit Agreement before giving effect to this Amendment.

    (c) The definition of "Commitment Fee Percentage" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Commitment Fee Percentage" means a rate per annum equal to 0.50%.

    (d) Subsection 2.7(a)(i) of the Credit Agreement is hereby amended and restated to conform to the blacklined form of subsection 2.7(a)(i) attached as Exhibit A hereto.

    (e) Section 6.1 of the Credit Agreement is hereby amended and restated by adding to such Section the following new paragraph (i):

     (i) as soon as available, but in any event within 30 days after the end of each calendar month, (1) internal management reports discussing the financial position and

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results of operations of the Company and its Subsidiaries and (2) a detailed report discussing updates on any sale, conveyance or disposition of any assets or any other form of acquisition, disposition or liquidation of the Company and its Subsidiaries, which report shall set forth, in reasonable detail, the assets to be sold, the nature of the proposed transaction, the approximate value of the proposed transaction, the number of bidders or potential purchasers involved, and the current status of negotiations.

    (f)  Section 7.2 of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 7.2 attached as Exhibit A hereto.

    (g) Section 7.4 of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 7.4 attached as Exhibit A hereto.

    (h) The Credit Agreement is hereby amended by deleting subsections 7.5(f) and 7.5(g) thereof in their entirely and replacing such subsections with "[intentionally omitted]."

    (i)  The Credit Agreement is hereby amended by deleting Section 7.15 thereof in its entirely and replacing such Section with the following:

    7.15 Indebtedness Covenant.

    (a) The Company shall not permit, (i) as of the last day of any fiscal quarter the ratio of Cash Flow to Debt Service to be less than 1.25 to 1.00 or (ii) as of the last day of any fiscal quarter the ratio of Cash Flow to Interest Expense to be less than the respective ratios set forth below for the respective quarters ending on the dates set forth below:

Fiscal Quarter End Dates	Ratio
March 31, 2001	2.00 to 1.00
June 30, 2001	1.60 to 1.00
September 30, 2001 and thereafter	2.50 to 1.00

    (b) The Company shall not permit the ratio of Cash Flow to Interest Expense as of the last day of any fiscal quarter after the Company exercises its Interest Coverage Replacement Option to be less than 2.50 to 1.00.

    (c) The Company may irrevocably elect to exercise the option referenced in this Section 7.15 (the "Interest Coverage Replacement Option") on any date by delivery of written notice to the Agent, provided however, that the Company has previously delivered financial statements in compliance with Section 6.1 evidencing that the ratio of Cash Flow to Interest Expense as of the end of the most recent fiscal quarter is greater than 2.50 to 1.00.

    (j)  The Credit Agreement is hereby amended by deleting Schedule 2.1 thereof in its entirely and replacing such Schedule with the following Schedule 2.1 attached hereto as Exhibit B.

    4.  Representations and Warranties.  The Company hereby represents and warrants to the Agent and the Banks, as of the Effective Date (as defined below), as follows:

    (a) No Default or Event of Default has occurred and is continuing.

    (b) None of the representations or warranties made by the Company in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the Company in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Company to the Banks prior

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to the Effective Date (as defined below)), contains any untrue statement of a material fact or omits any material fact required to be stated therein or otherwise necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

    (c) The execution, delivery and performance by the Company of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this First Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, without defense, counterclaim or offset except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability whether enforcement is sought in a proceeding at law or in equity.

    (d) The Company is entering into this First Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or any other person.

    5.  Effective Date.  This Amendment will become effective on April 20, 2001 or the first Business Day thereafter as of which each of the following conditions precedent has been satisfied (the "Effective Date"):

    (a) The Agent has received from the Company and the Required Banks a duly executed original or facsimile counterpart of this Amendment (any such facsimiles to be promptly followed by the originals thereof).

    (b) The "Effective Date" as defined in the First Amended and Restated Facility B Credit Agreement has occurred or is occurring contemporaneously as of the Effective Date hereunder.

    (c) The Agent has received an opinion of Ball Janik LLP, as counsel to the Company and the Partner Entities addressed to the Agent and the Banks, in form and substance reasonably satisfactory to the Required Banks.

    (d) The Company shall have paid to the Agent, (i) for the account of each Bank that has executed a counterpart of this Amendment and delivered (by hard copy or facsimile) the same to the Agent or its counsel by 5:00 p.m. (San Francisco time) the Business Day before the Effective Date, a nonrefundable amendment fee in an amount equal to such Bank's Commitment multiplied by 0.350%; which amounts the Company hereby covenants to pay to the Agent for the account of such Banks on demand and (ii) for the Agent's own account, all reasonable costs and expenses incurred in connection with the Agent's recent appraisal of the timberlands of the Company.

    6.  Reservation of Rights.  The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this First Amendment shall not be deemed to create a course of dealing or otherwise obligate the Agent or the Banks to enter into similar amendments under the same or similar circumstances in the future.

    7.  Miscellaneous.

    (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this

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First Amendment. This First Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

    (b) This First Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this First Amendment.

    (c) This First Amendment shall be governed by and construed in accordance with the law of the State of California.

    (d) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

    (e) This First Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This First Amendment supersedes all prior drafts and communications with respect thereto. This First Amendment may not be amended except in accordance with the provisions of Section 10.1 of the Credit Agreement.

    (f)  If any term or provision of this First Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this First Amendment or the Credit Agreement, respectively.

    (g) Company confirms its obligations under Section 10.4(a) of the Credit Agreement to reimburse the Agent for all costs and expenses including reasonable attorneys' fees and expenses incurred by the Agent in connection with this First Amendment.

[Remainder of Page intentionally left blank]

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    IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written.

CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership, its general partner
By:
Title:
BANK OF AMERICA, N.A., as Agent, a Bank and as a Bank
By:
Title:
UNION BANK OF CALIFORNIA, N.A., as Syndication Agent and as a Bank
By:
Title:
BANK OF MONTREAL, as Co-Agent and as a Bank
By:
Title:
KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank
By:
Title:
ABN AMRO BANK, N.V.
By:
Title:
SUNTRUST BANK
By:
Title:
WELLS FARGO BANK, N.A.
By:
Title:

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SUMITOMO MITSUI BANKING CORPORATION

By:

Title:

BNP PARIBAS (Successor in Interest to Paribas)

By:

Title:

FIRST UNION NATIONAL BANK

By:

Title:

BANK HAPOALIM, B.M.

By:

Title:

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Exhibit A

    "Available Cash" means, with respect to any fiscal quarter and without duplication:

    (a) the sum of:

     (i) all cash receipts of the Company during such fiscal quarter from all sources;

    (ii) any reduction with respect to such fiscal quarter in a cash reserve previously established pursuant to clause (b)(ii) below (either by reversal or utilization) from the level of such reserve at the end of the prior fiscal quarter; and

    (iii) the amount available to be borrowed on the last day of such fiscal quarter under the Working Capital Facility but only so long as the conditions relating to a "Borrowing" set forth in subsections 5.2(b) and (c) of and as defined in the Facility B Credit Agreement would be satisfied or waived on such date (or, if the Working Capital Facility is other than the Facility B Credit Agreement, the conditions to borrowing under such Working Capital Facility would be satisfied or waived on such date);

    (b) less the sum of:

     (i) all cash disbursements of the Company during such fiscal quarter, including, without limitation, disbursements for operating expenses (including, without limitation, the amounts described in the second sentence of Section 7.7), taxes, if any, debt service (including, without limitation, the payment of principal, premium and interest), redemption of Partnership Interests (as defined in the Company Partnership Agreement), capital expenditures and cash distributions to Partners (as defined in the Company Partnership Agreement) (but only to the extent that such cash distributions to Partners exceed Available Cash for the immediately preceding fiscal quarter); and

    (ii) any cash reserves established with respect to such fiscal quarter, and any increase with respect to such fiscal quarter in a cash reserve established pursuant to this clause (b)(ii) from the level of such reserve at the end of the prior fiscal quarter, in such amounts as the Managing General Partner determines in its reasonable discretion to be necessary or appropriate (A) to provide for the proper conduct of the business of the Company (including, without limitation, reserves for future capital expenditures and those established with respect to the Obligations hereunder, the "Obligations" under and as defined in the Facility B Credit Agreement, and the Senior Notes), provided that the reserves established during such fiscal quarter pursuant to this clause (b)(ii) shall include an amount not less than (w) 100% of all capital expenditures budgeted to be incurred during the next fiscal year, (x) [200]% of the aggregate amount of all interest in respect of the Senior Notes to be paid on the interest payment date immediately following such fiscal quarter, (y) [400]% of the aggregate amount of all accrued and unpaid interest in respect of the Loans and the Facility B Loans on the date of determination, and (z) [100]% of the aggregate amount of all principal in respect of the Senior Notes scheduled to be paid during the nine calendar month period immediately following such fiscal quarter, (B) to provide funds for distributions to the Partners in respect of any one or more of the next four fiscal quarters, or (C) because the distribution of such amounts would be prohibited by applicable law or by any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company is a party or by which it is bound or its assets are subject.

Taxes paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partners (as defined in the Company Partnership Agreement) shall not be considered cash disbursements of the Company that reduce Available Cash, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partners. Alternatively, in the discretion

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of the Managing General Partner, such taxes (if pertaining to all Partners) may be considered to be cash disbursements of the Company which reduce Available Cash, but the payment or withholding thereof shall not be deemed to be a distribution of Available Cash to such Partners.

    2.7(a) Mandatory Prepayments.

   (i)  If the Company or any of its Subsidiaries shall receive Net Proceeds from a sale of properties permitted by subsection 7.2(f)(ii), or harvest excess timber permitted by Section 7.4, then (A) the Net Proceeds of such sale shall be paid by the Company as a prepayment of such Senior Debt as and to the extent required by subsection 7.2(f), and (B) the net proceeds of such excess harvest shall be paid by the Company as a prepayment of such Senior Debt as required by Section 7.4; provided that, in each case, the Company may not prepay Senior Debt other than the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) unless (1) the Company also prepays the Loans and the Facility B Loans in an aggregate amount as shall be necessary to cause the Banks together with the "Banks" as defined in the Facility B Credit Agreement to share such prepayment with the other Senior Debt at least pro rata and (2) the Senior Debt so prepaid does not exceed, in the aggregate, $37,500,000. Prepayments to be made with respect to the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) shall be applied first to prepay any Base Rate Loans then outstanding, second, at the Company's option, to Cash Collateralize (which cash collateral shall be applied on the maturity date of their Interest Periods to prepay then outstanding Offshore Rate Loans in the order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in the order of the maturity of their Interest Periods), and third to prepay or to cash collateralize Facility B Loans in accordance with Section 2.7(a)(i) of the Facility B Credit Agreement.

    7.2  Asset Dispositions.

    The Company will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets (including accounts receivable and capital stock of Subsidiaries) to any Person, other than:

    (a) sales of timber, logs, lumber and other inventory in the ordinary course of business for fair market value;

    (b) sales for fair market value of equipment, which is surplus, worn-out or obsolete or no longer useful in the ordinary course of business;

    (c) [intentionally omitted];

    (d) [intentionally omitted];

    (e) exchanges of timberland for other timberland in the ordinary course of business with Persons who are not Affiliates of the Company, if:

     (i) the aggregate fair market value of all timberland so exchanged by the Company and any of its Subsidiaries, collectively, does not exceed on a cumulative basis $400,000,000 during the term of this Agreement or $25,000,000 in any fiscal year;

    (ii) the timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged or, if such timberland is not of at least an equivalent fair market value, the amount of any shortfall shall constitute a permitted disposition under subsection 7.2(c) or (f);

    (iii) the timberland to be received in exchange is located in the United States; and

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    (iv) at the time of such exchange, no Default or Event of Default exists or shall result from such exchange;

provided, however, that any exchange permitted by this subsection 7.2(e) may be in the form of a tax deferred exchange so long as such tax deferred exchange is completed within 180 days; and

    (f)  dispositions for fair market value thereof of assets not otherwise permitted hereunder to Persons who are not Affiliates of the Company if:

     (i) at the time of such disposition no Default or Event of Default exists or shall result from such disposition; and

    (ii) (A) the Net Proceeds of such disposition are applied within 180 days of such disposition to the purchase of productive assets in a Permitted Business (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after the expiry of such 180 day period) located in the United States provided that the aggregate Net Proceeds applied to such purchases pursuant to this clause (A) shall not exceed $5,000,000 in any given fiscal year or (B) if the aggregate Net Proceeds of such dispositions (not applied as described in clause (A) above) received by the Company and its Subsidiaries in any fiscal year exceeds $5,000,000, the entirety of such Net Proceeds (not applied as described in clause (A) above) are applied within 10 Business Days after receipt thereof (or, if less than $5,000,000 of such Net Proceeds have been previously received by the Company and its Subsidiaries during any fiscal year, within 10 Business Days after receipt of Net Proceeds causing the aggregate to exceed $5,000,000) to the repayment of such Senior Debt as the Company may elect to so prepay. If, at any time the Company shall elect to repay Senior Debt other than the Loans and the Facility B Loans, (x) the Company shall also repay Loans and Facility B Loans by at least a pro rata amount (based on the then outstanding principal of amount of all Senior Debt) and (y) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have certified the proper application of such Net Proceeds in accordance with this subsection 7.2(f); and

    (g) dispositions of assets permitted under subsection 7.3(b).

    7.4 Harvesting Restrictions.

    The Company shall not, and shall not suffer or permit any of its Subsidiaries to, in any calendar year, commencing with 2001, harvest timber or sell standing timber on its or any Subsidiary's timberlands in excess of Planned Volume for that year unless the net proceeds from such excess harvest (which shall be determined based upon the average prices received on the sale of all timber harvested during such period and a reasonable allocation of direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days after the end of such period, applied to the repayment of Senior Debt as required by subsection 2.7(a)(i). "Planned Volume" shall mean for each calendar year 340,000,000 board feet of timber, as decreased for any year in which there is an Annual Timber Decrease effective upon the Effective Date for such Annual Timber Decrease by the same percentage that such Annual Timber Decrease represents as a percentage of the inventory of standing timber owned by the Company and its Subsidiaries at the end of the prior calendar year. For purposes of the foregoing:

    "Annual Timber Decrease" shall mean, for any calendar year, the amount, in board feet, by which the number of board feet of timber sold by the Company and its Subsidiaries during such calendar year shall exceed the number of board feet of timber acquired by the Company and its Subsidiaries during such calendar year.

    "Effective Date" for any Annual Timber Decrease shall be July 1 of the calendar year for which such Annual Timber Decrease occurs.

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RECITALS
Exhibit A

EX-10.2

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EXHIBIT 10.2

    THIS FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT ("First Amendment"), dated as of April 20, 2001, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as letter of credit issuing bank and agent for itself and the Banks (the "Agent"), and those financial institutions parties to the Credit Agreement (collectively, the "Banks") signatory hereto.

RECITALS

    A.  The Company, Banks, and Agent are parties to an Amended and Restated Facility B Credit Agreement dated as of December 1, 1999 (the "Credit Agreement") pursuant to which the Agent and the Banks have extended certain credit facilities to the Company.

    B.  The Company, the Banks, and the Agent now hereby wish to amend the Credit Agreement in certain respects, all as set forth in greater detail below.

    NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

    1.  Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement.

    2.  Amendments to the Credit Agreement.

    (a) The definition of "Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Applicable Margin" means, in respect of all Loans outstanding on any date, a per annum rate equal to 3.00% for Offshore Rate Loans and 2.00% for Base Rate Syndicated Loans and Swingline Loans.

    (b) The definition of "Available Cash" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (until the Company exercises its Interest Coverage Replacement Option as referenced in Section 8.15(c)) to conform to the blacklined form of the definition of "Available Cash" attached as Exhibit A hereto. Upon the Company's exercise of its Interest Coverage Replacement Option as referenced in Section 8.15(c), the definition of "Available Cash" shall revert to the definition set forth in the Credit Agreement before giving effect to this Amendment.

    (c) The definition of "Commitment Fee Percentage" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Commitment Fee Percentage" means a rate per annum equal to 0.50%.

    (d) The definition of "Collateral Event" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Collateral Event" means the Effective Date of the First Amendment hereto.

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(e)

The definition of "Letter of Credit Rate" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and inserting in its place the following:

    "Letter of Credit Rate" means a per annum rate equal to 3.00%.

    (f)  Subsection 2.7(a)(i) of the Credit Agreement is hereby amended and restated to conform to the blacklined form of subsection 2.7(a)(i) attached as Exhibit A hereto.

    (g) Section 7.1 of the Credit Agreement is hereby amended and restated by adding to such Section the following new paragraph (i):

     (i) as soon as available, but in any event within 30 days after the end of each calendar month, (1) internal management reports discussing the financial position and results of operations of the Company and its Subsidiaries and (2) a detailed report discussing updates on any sale, conveyance or disposition of any assets or any other form of acquisition, disposition or liquidation of the Company and its Subsidiaries, which report shall set forth, in reasonable detail, the assets to be sold, the nature of the proposed transaction, the approximate value of the proposed transaction, the number of bidders or potential purchasers involved, and the current status of negotiations.

    (h) Section 8.2 of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 8.2 attached as Exhibit A hereto.

    (i)  Section 8.4 of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 8.4 attached as Exhibit A hereto.

    (j)  The Credit Agreement is hereby amended by deleting subsections 8.5(f) and 8.5(g) thereof in their entirely and replacing such subsections with "[intentionally omitted]."

    3.  Representations and Warranties.  The Company hereby represents and warrants to the Agent and the Banks, as of the Effective Date (as defined below), as follows:

    (a) No Default or Event of Default has occurred and is continuing.

    (b) None of the representations or warranties made by the Company in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the Company in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of the Company to the Banks prior to the Effective Date (as defined below)), contains any untrue statement of a material fact or omits any material fact required to be stated therein or otherwise necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

    (c) The execution, delivery and performance by the Company of this First Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this First Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, without defense, counterclaim or offset except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability whether enforcement is sought in a proceeding at law or in equity.

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    (d) All representations and warranties of the Company contained in the Credit Agreement and the Security Agreement (including those made only as of the occurrence of the Collateral Event) are true and correct.

    (e) The Company is entering into this First Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or any other person.

    4.  Effective Date.  This Amendment will become effective on April 20, 2001 or the first Business Day thereafter as of which each of the following conditions precedent has been satisfied (the "Effective Date"):

    (a) The Agent has received from the Company and the Required Banks a duly executed original or facsimile counterpart of this Amendment (any such facsimiles to be promptly followed by the originals thereof).

    (b) The "Effective Date" as defined in the First Amended and Restated Facility A Credit Agreement has occurred or is occurring contemporaneously as of the Effective Date hereunder.

    (c) The Agent has received an opinion of Ball Janik LLP, as counsel to the Company and the Partner Entities addressed to the Agent and the Banks, in form and substance reasonably satisfactory to the Required Banks.

    (d) The Company shall have paid to the Agent, (i) for the account of each Bank that has executed a counterpart of this Amendment and delivered (by hard copy or facsimile) the same to the Agent or its counsel by 5:00 p.m. (San Francisco time) the Business Day before the Effective Date, a nonrefundable amendment fee in an amount equal to such Bank's Commitment multiplied by 0.350%; which amounts the Company hereby covenants to pay to the Agent for the account of such Banks on demand and (ii) for the Agent's own account, all reasonable costs and expenses incurred in connection with the Agent's recent appraisal of the timberlands of the Company.

    5.  Reservation of Rights.  The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this First Amendment shall not be deemed to create a course of dealing or otherwise obligate the Agent or the Banks to enter into similar amendments under the same or similar circumstances in the future.

    6.  Miscellaneous.

    (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this First Amendment. This First Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

    (b) This First Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this First Amendment.

    (c) This First Amendment shall be governed by and construed in accordance with the law of the State of California.

    (d) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

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    (e) This First Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This First Amendment supersedes all prior drafts and communications with respect thereto. This First Amendment may not be amended except in accordance with the provisions of Section 11.1 of the Credit Agreement.

    (f)  If any term or provision of this First Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this First Amendment or the Credit Agreement, respectively.

    (g) Company confirms its obligations under Section 11.4(a) of the Credit Agreement to reimburse the Agent for all costs and expenses including reasonable attorneys' fees and expenses incurred by the Agent in connection with this First Amendment.

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    IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written.

CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership, its general partner
By:
Title:
BANK OF AMERICA, N.A., as Agent, a Bank, the Swingline Bank and the Issuing Bank
By:
Title:
UNION BANK OF CALIFORNIA, N.A., as Syndication Agent and as a Bank
By:
Title:
BANK OF MONTREAL, as Co-Agent and as a Bank
By:
Title:
KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank
By:
Title:
ABN AMRO BANK, N.V.
By:
Title:
SUNTRUST BANK
By:
Title:
WELLS FARGO BANK, N.A.
By:
Title:

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SUMITOMO MITSUI BANKING CORPORATION

By:

Title:

BNP PARIBAS (Successor in Interest to Paribas)

By:

Title:

FIRST UNION NATIONAL BANK

By:

Title:

BANK HAPOALIM, B.M.

By:

Title:

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Exhibit A

    "Available Cash" means, with respect to any fiscal quarter and without duplication:

    (a) the sum of:

     (i) all cash receipts of the Company during such fiscal quarter from all sources;

    (ii) any reduction with respect to such fiscal quarter in a cash reserve previously established pursuant to clause (b)(ii) below (either by reversal or utilization) from the level of such reserve at the end of the prior fiscal quarter; and

    (iii) the amount available to be borrowed on the last day of such fiscal quarter under this Agreement but only so long as the conditions relating to a Borrowing set forth in subsections 5.2(b) and (c) would be satisfied or waived on such date;

    (b) less the sum of:

     (i) all cash disbursements of the Company during such fiscal quarter, including, without limitation, disbursements for operating expenses (including, without limitation, the amounts described in the second sentence of Section 8.7), taxes, if any, debt service (including, without limitation, the payment of principal, premium and interest), redemption of Partnership Interests (as defined in the Company Partnership Agreement), capital expenditures and cash distributions to Partners (as defined in the Company Partnership Agreement) (but only to the extent that such cash distributions to Partners exceed Available Cash for the immediately preceding fiscal quarter); and

    (ii) any cash reserves established with respect to such fiscal quarter, and any increase with respect to such fiscal quarter in a cash reserve established pursuant to this clause (b)(ii) from the level of such reserve at the end of the prior fiscal quarter, in such amounts as the Managing General Partner determines in its reasonable discretion to be necessary or appropriate (A) to provide for the proper conduct of the business of the Company (including, without limitation, reserves for future capital expenditures and those established with respect to the Obligations hereunder, the "Obligations" under and as defined in the Facility A Credit Agreement, and the Senior Notes), provided that the reserves established during such fiscal quarter pursuant to this clause (b)(ii) shall include an amount not less than (w) 100% of all capital expenditures budgeted to be incurred during the next fiscal year, (x) [200]% of the aggregate amount of all interest in respect of the Senior Notes to be paid on the interest payment date immediately following such fiscal quarter, (y) [400]% of the aggregate amount of all accrued and unpaid interest in respect of the Loans and Facility A Loans on the date of determination, and (z) [100]% of the aggregate amount of all principal in respect of the Senior Notes scheduled to be paid during the nine calendar month period immediately following such fiscal quarter, (B) to provide funds for distributions to the Partners in respect of any one or more of the next four fiscal quarters, or (C) because the distribution of such amounts would be prohibited by applicable law or by any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company is a party or by which it is bound or its assets are subject.

Taxes paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partners (as defined in the Company Partnership Agreement) shall not be considered cash disbursements of the Company that reduce Available Cash, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partners. Alternatively, in the discretion of the Managing General Partner, such taxes (if pertaining to all Partners) may be considered to be cash disbursements of the Company which reduce Available Cash, but the payment or withholding thereof shall not be deemed to be a distribution of Available Cash to such Partners.

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    2.7(a) Mandatory Prepayments.

     (i) If the Company or any of its Subsidiaries shall receive Net Proceeds from a sale of properties permitted by subsection 8.2(f)(ii), or harvest excess timber permitted by Section 8.4, then (A) the Net Proceeds of such sale shall be paid by the Company as a prepayment of such Senior Debt as and to the extent required by subsection 8.2(f), and (B) the net proceeds of such excess harvest shall be paid by the Company as a prepayment of such Senior Debt as required by Section 8.4; provided that, in each case, the Company may not prepay Senior Debt other than the Loans and the Facility A Loans pursuant to this subsection 2.7(a)(i) unless (1) the Company also prepays the Loans and the Facility A Loans in an aggregate amount as shall be necessary to cause the Banks together with the "Banks" as defined in the Facility A Credit Agreement to share such prepayment with the other Senior Debt at least pro rata and (2) the Senior Debt so prepaid does not exceed, in the aggregate, $37,500,000. Prepayments to be made with respect to the Loans and the Facility A Loans pursuant to this subsection 2.7(a)(i) shall be applied first to prepay or to cash collateralize any Facility A Loans then outstanding in accordance with Section 2.7(a)(i) of the Facility A Credit Agreement, second, to prepay any Base Rate Syndicated Loans, third, to prepay Swingline Loans, and fourth, at the Company's option, to Cash Collateralize (which cash collateral shall be applied on the maturity date of their Interest Periods to prepay then outstanding Offshore Rate Loans in the order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in the order of the maturity of their Interest Periods).

    8.2  Asset Dispositions.

    The Company will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part of its assets (including accounts receivable and capital stock of Subsidiaries) to any Person, other than:

    (a) sales of timber, logs, lumber and other inventory in the ordinary course of business for fair market value;

    (b) sales for fair market value of equipment, which is surplus, worn-out or obsolete or no longer useful in the ordinary course of business;

    (c) [intentionally omitted];

    (d) [intentionally omitted];

    (e) exchanges of timberland for other timberland in the ordinary course of business with Persons who are not Affiliates of the Company, if:

     (i) the aggregate fair market value of all timberland so exchanged by the Company and any of its Subsidiaries, collectively, does not exceed on a cumulative basis $400,000,000 during the term of this Agreement or $25,000,000 in any fiscal year;

    (ii) the timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged or, if such timberland is not of at least an equivalent fair market value, the amount of any shortfall shall constitute a permitted disposition under subsection 8.2(c) or (f);

    (iii) the timberland to be received in exchange is located in the United States; and

    (iv) at the time of such exchange, no Default or Event of Default exists or shall result from such exchange;

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provided, however, that any exchange permitted by this subsection 8.2(e) may be in the form of a tax deferred exchange so long as such tax deferred exchange is completed within 180 days; and

    (f)  dispositions for fair market value thereof of assets not otherwise permitted hereunder to Persons who are not Affiliates of the Company if:

     (i) at the time of such disposition no Default or Event of Default exists or shall result from such disposition; and

    (ii) (A) the Net Proceeds of such disposition are applied within 180 days of such disposition to the purchase of productive assets in a Permitted Business (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after the expiry of such 180 day period) located in the United States provided that the aggregate Net Proceeds applied to such purchases pursuant to this clause (A) shall not exceed $5,000,000 in any given fiscal year or (B) if the aggregate Net Proceeds of such dispositions (not applied as described in clause (A) above) received by the Company and its Subsidiaries in any fiscal year exceeds $5,000,000, the entirety of such Net Proceeds (not applied as described in clause (A) above) are applied within 10 Business Days after receipt thereof (or, if less than $5,000,000 of such Net Proceeds have been previously received by the Company and its Subsidiaries during any fiscal year, within 10 Business Days after receipt of Net Proceeds causing the aggregate to exceed $5,000,000) to the repayment of such Senior Debt as the Company may elect to so prepay. If, at any time the Company shall elect to repay Senior Debt other than the Loans and the Facility A Loans, (x) the Company shall also repay Loans and Facility A Loans by at least a pro rata amount (based on the then outstanding principal of amount of all Senior Debt) and (y) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have certified the proper application of such Net Proceeds in accordance with this subsection 8.2(f); and

    (g) dispositions of assets permitted under subsection 8.3(b).

    8.4 Harvesting Restrictions

    The Company shall not, and shall not suffer or permit any of its Subsidiaries to, in any calendar year, commencing with 2001, harvest timber or sell standing timber on its or any Subsidiary's timberlands in excess of Planned Volume for that year unless the net proceeds from such excess harvest (which shall be determined based upon the average prices received on the sale of all timber harvested during such period and a reasonable allocation of direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days after the end of such period, applied to the repayment of Senior Debt as required by subsection 2.7(a)(i). "Planned Volume" shall mean for each calendar year 340,000,000 board feet of timber, as decreased for any year in which there is an Annual Timber Decrease effective upon the Effective Date for such Annual Timber Decrease by the same percentage that such Annual Timber Decrease represents as a percentage of the inventory of standing timber owned by the Company and its Subsidiaries at the end of the prior calendar year. For purposes of the foregoing:

    "Annual Timber Decrease" shall mean, for any calendar year, the amount, in board feet, by which the number of board feet of timber sold by the Company and its Subsidiaries during such calendar year shall exceed the number of board feet of timber acquired by the Company and its Subsidiaries during such calendar year.

    "Effective Date" for any Annual Timber Decrease shall be July 1 of the calendar year for which such Annual Timber Decrease occurs.

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RECITALS
Exhibit A