8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2002

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

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

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

CROWN PACIFIC PARTNERS, L.P.
FORM 8-K

INDEX

Item	Description	Page
Item 5.	Other Events	2
Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits	4
	Signatures	5

Item 5. Other Events

        On April 19, 2002, our senior note agreements and bank credit facilities were amended. The significant provisions of the amendments are as follows:

•

The expiration dates of the working capital and acquisition facilities were extended to December 31, 2005.



•

As a condition to the closing of the amendments, we were required to apply $10.0 million of the net proceeds from the recently completed sale of our Inland South tree farm to prepay outstanding amounts under the working capital facility, 50% of the remainder of such net proceeds (after deducting certain fees and expenses) to prepay outstanding borrowings under the acquisition facility (approximately $55.6 million) and approximately 50% of the remainder of such net proceeds (after deducting certain fees and expenses) to prepay outstanding principal of our senior notes (approximately $53.1 million). These three payments were made on April 19, 2002.



•

We also are required to apply 50% of the net proceeds from the sale of our Inland North tree farm (which is expected to close on April 30, 2002 and generate net proceeds of approximately $46.0 million) to prepay outstanding borrowings under the acquisition facility and 50% of the net proceeds to prepay outstanding principal of our senior notes. Immediately following the application of such net proceeds, we will have $8 million outstanding under our working capital facility, $121 million under our acquisition facility and $410 million under the senior notes.



•

Required principal payments of $5.0 million, $40.0 million and $30.0 million are due on the acquisition facility on or before September 30, 2003, January 15, 2004 and June 30, 2005, respectively. The aggregate commitment of the acquisition facility will be correspondingly and permanently reduced by such amounts at such times.



•

Within 30 days following each September 30 and March 31, through September 30, 2005, we are required to make principal payments on the acquisition facility and the notes in an aggregate amount equal to 75% of the excess of actual cash flow over forecasted cash flow for the previous two-quarter period.



•

We are required to make mandatory pro rata principal payments on the senior notes whenever principal payments are made on the acquisition facility so that the acquisition facility and the senior notes are repaid in the same proportions of outstanding principal amount (except that we may, at our option, use cash proceeds of permitted equity financings to repay principal under the acquisition facility or the senior notes without making a corresponding payment on the other).



•

We have the option to defer until December 31, 2005 originally scheduled principal payments (but not the mandatory payments described in the preceding paragraph) due on the senior notes on December 1, 2002, 2003, 2004 and 2005.



•

If, on July 1, 2005, our senior notes do not have an investment grade rating from a nationally recognized rating agency, we are required to pay in full, on December 31, 2005, all outstanding amounts due on the senior notes. If, on July 1, 2005, our senior notes do have an investment grade rating from a nationally recognized rating agency, we are not required to repay the senior notes on December 31, 2005, but, instead, the senior note holders will have the option, exercisable no later than August 1, 2005, to put some or all of their senior notes to us on December 31, 2005.



•

We have agreed to pay interest on the senior notes (including on principal, deferred interest and deferred redemption premiums) of an additional 100 basis points, or 1.0%. We may, at our

2

option, defer until December 31, 2005, payment of this additional interest (except accrued interest on prepaid principal, which must be paid at the time of prepayment).

•

Except in certain circumstances, redemption premiums will be due in connection with principal payments made on the senior notes. We have the option to defer payment of such redemption premiums until December 31, 2005, or, for redemption premiums due prior to December 31, 2004, to pay such premiums in common units of Crown Pacific Partners, L.P. If we have an investment grade rating as described in the immediately preceding paragraph, no redemption premiums will be due by us on any principal payments made on December 31, 2005 on notes that are put back to us.



•

We have granted registration rights to senior note holders with respect to any common units they may receive in payment of redemption premiums.



•

Redemption premiums on senior note principal prepayments will now be calculated based on interest rates of U.S. Treasury Securities for similar maturities, plus 150 basis points, compared to 50 basis points previously.



•

The senior notes and bank facilities now have substantially identical restrictive covenants. In addition to complying with covenants similar to covenants previously contained in the senior notes and bank facilities, we must meet certain financial ratios and are limited in the amount of our annual capital expenditures.



•

Further amendment of our working capital facility, acquisition facility and senior notes will require the written consent of banks holding at least 66²/3% of the aggregate unpaid principal amount of the acquisition facility loans and the written consent of holders of at least 55% of the aggregate outstanding principal amount of each series of senior notes.



•

In exchange for these senior note and bank facility amendments, we granted to the banks and the note holders, as collateral for our obligations, a security interest in our timberland assets and substantially all of our sawmill assets.

        The foregoing is a summary only and is qualified in its entirety be reference to the documents filed as exhibits hereto.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)

Exhibits

        This list is intended to constitute the exhibit index:

10.1	Third Amendment to Amended and Restated Credit Agreement (Facility A), dated as of April 19, 2002, by and among Crown Pacific Limited Partnership, Bank of America, N.A. as agent for the Facility A Banks and each Facility A Bank party thereto.
10.2	Schedule 1.1B to the Facility A Third Amendment, Uniform Covenants and Events of Default dated April 19, 2002.
10.3	Third Amendment to Amended and Restated Credit Agreement (Facility B), dated as of April 19, 2002, by and among Crown Pacific Limited Partnership, Bank of America, N.A. as agent for the Facility B Banks and each Facility B Bank party thereto.
10.4	Note Purchase Override Agreement, dated as of April 19, 2002, among Crown Pacific Limited Partnership and all Senior Note Holders.
10.5	Registration Rights Agreement, dated as of April 19, 2002, among Crown Pacific Partners, L.P., Crown Pacific Limited Partnership and all Senior Note Holders.
10.6	Intercreditor Agreement, dated as of April 19, 2002 between and among Crown Pacific Limited Partnership, Crown Pacific Partners, L.P., Bank of America, N.A., as agent for the Facility A Banks and each of the Senior Note Holders and each of the Facility A Banks and Senior Note Holders.

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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.

Date: April 29, 2002	CROWN PACIFIC PARTNERS, L.P.
	By:	Crown Pacific Management Limited Partnership, as 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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EX-10.1

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EXHIBIT 10.1

THIRD AMENDMENT
(FACILITY A)

        THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third Amendment"), dated as of April 19, 2002, 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 Agreement (collectively, the "Banks") signatory hereto.

RECITALS

        A.    The Company, the Banks, and the Agent are parties to an Amended and Restated Credit Agreement dated as of December 1, 1999, pursuant to which the Agent and the Banks have extended certain credit facilities to the Company, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of March 20, 2001, that certain Temporary Waiver to Amended and Restated Credit Agreement and that certain Second Amendment to Amended and Restated Credit Agreement dated as of November 7, 2001 (as so amended, the "Agreement").

        B.    The Company, the Banks, and the Agent now hereby wish to amend the 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 Agreement.

        2.    Amendments to the Agreement.

        (a)  The definitions of "Acquisition"; "Actual Cash Flow"; "Annual Timber Decrease"; "Annual Timber Increase"; "Asset Coverage Ratio"; "Available Cash"; "Cash Flow"; "EBITDA"; "Escrow Agreement"; "Estimated Percentage"; "Effective Date"; "Existing Timberlands"; "Forecasted Cash Flow"; "Investment Policy"; "Net Proceeds"; "Permitted Inclusions"; "Planned Volume"; "Pro Forma Consolidated Cash Flow"; "Pro Forma Interest Expense"; "Pro Forma Maximum Debt Service" and "Restricted Payment" set forth in Section 1.1 of the Agreement are hereby deleted in their entirety.

        (b)  The definition of "Permitted Liens" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety, and a new definition of "Permitted Liens" in the form set forth on Exhibit A hereto is substituted therefor.

        (c)  The definition of "Revolving Termination Date" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety, and a new definition of "Revolving Termination Date" in the form of the definition of "Revolving Termination Date" set forth on Exhibit A hereto is substituted therefor.

        (d)  A new definition of "Capital Expenditures" in the form of the definition of "Capital Expenditures" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

        (e)  A new definition of "Intercreditor Agreement" in the form of the definition of "Intercreditor Agreement" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

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        (f)    A new definition of "Third Amendment Effective Date" in the form of the definition of "Third Amendment Effective Date" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

        (g)  A new definition of "Uniform Covenants and Events of Default" in the form of the definition of "Uniform Covenants and Events of Default" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

        (h)  Section 2.7 of the Agreement is hereby deleted in its entirety and a new Section 2.7 in the form of Section 2.7 set forth as Exhibit A hereto is substituted therefor.

        (i)    Subsections 4.2(d) and 4.2(e) of the Agreement are hereby deleted in their entirety.

        (j)    Article VI of the Agreement is hereby deleted in its entirety, and a new Article VI in the form of Article VI set forth on Exhibit A hereto is substituted therefor.

        (k)  Article VII of the Agreement is hereby deleted in its entirety, and a new Article VII in the form of Article VII set forth on Exhibit A hereto is substituted therefor.

        (l)    Section 8.1 of the Agreement is hereby deleted in its entirety, and a Section 8.1 in the form of Section 8.1 set forth on Exhibit A hereto is substituted therefor.

        (m)  Section 10.5 of the Agreement is hereby deleted in its entirety, and a new Section 10.5 in the form of Section 10.5 set forth on Exhibit A hereto is substituted therefor.

        (n)  Section 10.6 of the Agreement is hereby deleted in its entirety, and a new Section 10.6 in the form of Section 10.6 set forth on Exhibit A hereto is substituted therefor.

        (o)  Schedule 1.1 to the Agreement is hereby deleted in its entirety.

        (p)  Schedule 1.1A to the Agreement is hereby deleted in its entirety.

        (q)  Schedule 7.1 to the Agreement is hereby deleted in its entirety.

        (r)  Schedule 7.2(f)(ii) to the Agreement is hereby deleted in its entirety.

        (s)  Schedule 7.4 to the Agreement is hereby deleted in its entirety.

        (t)    Schedule 7.5 to the Agreement is hereby deleted in its entirety.

        (u)  Schedule 7.6 to the Agreement is hereby deleted in its entirety.

        (v)  Schedule 7.9 to the Agreement is hereby deleted in its entirety.

        (w)  A new Schedule 1.1B to the Agreement is hereby added to the Agreement in the form of Schedule 1.1B attached hereto.

        (x)  Schedule 2.7 to the Agreement is hereby deleted in its entirety.

        (y)  Schedule 10.2 to the Agreement is hereby amended to add the following language at the end of the address for notices for Crown Pacific Limited Partnership: "and Roger L. Krage, General Counsel, telephone (503) 274-2300, Facsimile: (503) 228-4875."

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

        (a)  Upon giving effect to this Third Amendment as of the Third Amendment Effective Date, no Default or Event of Default has occurred and is continuing under the Agreement, the Facility B Credit Agreement or any of the Senior Note Agreements.

        (b)  The execution, delivery and performance by the Company of this Third Amendment have been duly authorized by all necessary partnership and other action and do not and will not require

2

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 Agreement as amended by this Third 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.

        (c)  Upon giving effect to this Third Amendment as of the Third Amendment Effective Date, all representations and warranties of the Company contained in the Agreement are true and correct in all material respects except (i) to the extent such representations and warranties specifically relate to an earlier date or (ii) as otherwise disclosed on Schedule Amend-3(c).

        (d)  The Company is entering into this Third 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.    Third Amendment Effective Date.    This Amendment will become effective on April 19, 2002 or the first Business Day thereafter as of which each of the following conditions precedent has been satisfied (the "Third Amendment Effective Date"):

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

        (b)  The "Third Amendment Effective Date" as defined in the Third Amendment to the Facility B Credit Agreement of even date herewith has occurred or is occurring contemporaneously as of the Third Amendment Effective Date hereunder.

        (c)  The Agent has received the opinions of Skadden, Arps, Slate, Meagher & Flom LLP, as special counsel to the Company, and Ball Janik LLP, as special counsel to the Company and the Partner Entities (other than Fremont), addressed to the Agent and the Banks, substantially in the forms attached as Exhibits B and C hereto.

        (d)  The Company shall have paid to the Agent, for application to the payment and/or prepayment of the Facility A Loans and the Facility B Loans, an amount equal to $64,734,356.

        (e)  The Company shall have paid to the Agent (or to such party as the Agent directs), the reasonable legal and non-legal expenses incurred by the Banks through the date hereof in connection with this Third Amendment including reasonable legal fees and expenses of Moore & Van Allen, PLLC, as counsel to the Agent and the reasonable fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Agent's counsel.

        (f)    The Company shall have delivered to the Agent an executed copy of that certain Intercreditor Agreement dated as of the date hereof among the Company, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, the Agent, the Banks and the holders of the Senior Notes.

        (g)  The Company shall have paid to the Agent, for the ratable benefit of the Banks, a restructuring fee equal to $361,000.

        (h)  The Company shall have paid to the Agent, for its own account, an administrative fee of $150,000.

        5.    Application of Proceeds.    Notwithstanding any provision to the contrary contained in the Agreement or the Facility B Credit Agreement, the Company and the Banks hereby acknowledge and agree that the amounts delivered to the Agent as contemplated by Section 4(d) of this Third Amendment shall be applied as follows: (i) $10,000,000 to the Facility B Loans, in the manner

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contemplated by Section 2.7(a)(i)(C) of the Facility B Credit Agreement (as amended by the Third Amendment thereto of even date herewith), but without any reduction in the Aggregate Commitment thereunder and (ii) $54,734,356 to the Facility A Loans, in the manner contemplated by Section 2.7(a)(i)(D) of the Agreement (as amended by this Third Amendment) with a corresponding permanent reduction in the Aggregate Commitment and the Commitment of each Bank.

        6.    Reservation of Rights.    The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this Third 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.    Release.    Each of the Company and the Partner Entities hereby releases the Agent, the Banks, and the Agent's and the Banks' respective officers, employees, representatives, Affiliates, advisors, agents, managers, counsel, and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof.

        8.    Waiver.    The Banks hereby waive any Default or Event of Default that may exist as a result of the Company's failure to provide the audited financial statements required by Section 6.1(a) of the Agreement for the fiscal year ended December 31, 2001; provided, however that an Event of Default shall exists under the Agreement if the audited financial statements required by Section 6.1(a) of the Agreement (or Section 2.1(a) of the Schedule of Uniform Covenants and Events of Default) are not delivered to the Agent on or before April 22, 2002. This is a one-time waiver given only for the limited purposes set forth herein and shall be effective only in the specific circumstances provided for above.

        9.    Miscellaneous.

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

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

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

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

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

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

        (h)  This Third Amendment is a Loan Document executed pursuant to Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Agreement.

        (g)  Upon the reasonable request of the Agent, the Company shall deliver to the Agent a certificate of a Responsible Officer, in form and substance reasonably acceptable to the Agent, certifying that the Borrower has delivered to the Agent complete copies of all documents executed in connection with the Senior Notes (and all schedules and exhibits thereto) through the Third Amendment Effective Date.

        (h)  The Company shall pay all accrued interest on the amount applied to the Facility A Loans in accordance with Section 4(d) and Section 5 hereof and any amounts due in respect of such payments under Section 3.4 of the Agreement within five (5) Business Days of the Third Amendment Effective Date.

[Signature pages follow]

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

CROWN PACIFIC LIMITED PARTNERSHIP
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
	By:	HS CORP. OF OREGON, its General Partner
		By:
			Name:
			Title:

BANK OF AMERICA, N.A.,
as Agent

By:

Name:

Title:

BANK OF AMERICA, N.A.,
as a Bank

By:

Name:

Title:

UNION BANK OF CALIFORNIA, N.A.,
as Syndication Agent and as a Bank

By:

Name:

Title:

BANK OF MONTREAL,
as Co-Agent and as a Bank

By:

Name:

Title:

KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank

By:

Name:

Title:

ABN AMRO BANK, N.V.

By:

Name:

Title:

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SUNTRUST BANK

By:

Name:

Title:

WELLS FARGO BANK, N.A.

By:

Name:

Title:

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

BNP PARIBAS (Successor in Interest to Paribas)

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

BANK HAPOALIM B.M.

By:

Name:

Title:

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        The undersigned parties execute this document only for the limited purpose of agreeing to the release contained in Section 7.

By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP,
	By:	HS CORP. OF OREGON, its General Partner
		By:
		Name:
		Title:
	By:	HS CORP. OF OREGON
		By:
		Name:
		Title:
	By:	FTI HOLDINGS, L.P.
		By:
		Its General Partner
			By:
			Name:
			Title:

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Exhibit A

        "Capital Expenditures" means all expenditures of the Company and its Subsidiaries that, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, capital leases.

        "Intercreditor Agreement" means that certain Intercreditor Agreement dated as of April 19, 2002 among the Company, the Master Partnership, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, the Agent, the Banks and the holders of the Senior Notes as amended, supplemented modified, restated or renewed from time to time in accordance with the terms thereof.

        "Permitted Liens" shall have the meaning assigned to such term in the Uniform Covenants and Events of Default.

        "Revolving Termination Date" means the earlier to occur of: (a) December 31, 2005 and (b) the date on which the Aggregate Commitment terminates in accordance with the provisions of this Agreement.

        "Third Amendment Effective Date" shall have the meaning assigned to such term in Section 4 of the Third Amendment to the Agreement dated as of April 19, 2002.

        "Uniform Covenants and Events of Default" shall mean those affirmative covenants, negative covenants, defaults and events of default set forth on Schedule 1.1B attached hereto.

        2.7    Mandatory Prepayments of Loans; Mandatory Commitment Reductions.

        (a)    Mandatory Prepayments.

(i)

(A) The Company shall prepay the Facility A Loans as required by Section 3.2(f) of the Uniform Covenants and Defaults.

(B)

The Company shall prepay the Facility A Loans as required by Section 3.4 of the Uniform Covenants and Defaults.

(C)

The Company shall prepay the Facility A Loans as required by Section 2.12 of the Uniform Covenants and Defaults.

(D)

Prepayments to be made pursuant to this subsection 2.7(a)(i) shall be applied, first, to prepay any Base Rate Syndicated Loans and, 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). Concurrently with such prepayments, the Company shall pay all interest accrued to the date of the prepayment on the amount prepaid and any amounts required pursuant to be paid in respect of such prepayment under Section 3.4.

(E)

Notwithstanding any provision to the contrary contained in this Agreement, the amount of the distribution of the net proceeds of any disposition of property for application to the Facility A Loans shall be as set forth in the terms of the Intercreditor Agreement.

(F)

On or before June 1, 2002, the Company shall prepay the Facility A Loans in the amount of $20,000,000; provided that any principal amounts prepaid pursuant to Section 2.6 or Section 2.7(a)(i)(A) or (B) after the Third Amendment Effective Date but prior to June 1, 2002 shall be credited against the mandatory prepayment required by this Section 2.7(a)(i)(F).

(G)

On or before September 30, 2003, the Company shall prepay the Facility A Loans in the amount of $5,000,000; provided that any principal amounts prepaid pursuant to Section 2.6 shall be credited against the mandatory prepayment required by this Section 2.7(a)(i)(G) without duplication of any credit taken against any other payment required by Sections 2.7(a)(i)(F),(H) and (I).

(H)

On or before January 15, 2004, the Company shall prepay the Facility A Loans in the amount of $40,000,000; provided that any principal amounts prepaid pursuant to Section 2.6 or Section 2.7(a)(i)(A) or (B) after June 1, 2002 but prior to January 15, 2004 (and not credited to amounts to be paid pursuant to Section 2.7(a)(i)(G)) shall be credited against the mandatory prepayment required by this Section 2.7(a)(i)(H).

(I)

On or before June 30, 2005, the Company shall prepay the Facility A Loans in the amount of $30,000,000; provided that any principal amounts prepaid pursuant to Section 2.6 or Section 2.7(a)(i)(A) or (B) after January 15, 2004 but prior to June 30, 2005 shall be credited against the mandatory prepayment required by this Section 2.7(a)(i)(I).

        (b)    Mandatory Commitment Reductions.    The Aggregate Commitment shall be permanently reduced from time to time by the amount of any mandatory prepayment of Facility A Loans required by subsection 2.7(a)(i). Such permanent reduction shall take effect upon the date the corresponding mandatory prepayment is or would (if Facility A Loans were outstanding) be required by subsection 2.7(a)(i) or, in the case of funds actually deposited as cash collateral under those subsections, upon the application of such cash collateral to the Facility A Loans. Upon any such permanent reduction in the Aggregate Commitment, the Commitment of each Bank shall automatically be reduced by an amount equal to such Bank's ratable share of the reduction, effective as of the earlier of the date that any corresponding prepayment is made or the date by which such prepayment is due and payable hereunder.

        (c)    General.    The Company shall pay, together with each prepayment under this Section 2.7, accrued interest on the amount prepaid and any amounts required pursuant to Section 3.4.

ARTICLE VI
AFFIRMATIVE COVENANTS

        So long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation to such Bank shall remain unpaid or unsatisfied, unless the Required Banks waive compliance in writing, the Company and its Subsidiaries shall have complied with the covenants set forth in Article II of the Uniform Covenants and Events of Default.

ARTICLE VII
NEGATIVE COVENANTS

        So long as any Bank shall have any Commitment hereunder, or any Loan or other Obligation to such Bank shall remain unpaid or unsatisfied, unless the Required Banks waive compliance in writing, the Company and its Subsidiaries shall have complied with the covenants set forth in Article III of the Uniform Covenants and Events of Default.

        8.1    Events of Default    The occurrence of any item set forth in Article IV of the Uniform Covenants and Events of Default shall constitute an "Event of Default."

        10.5["Intentionally omitted"]    

        10.6    Payments Set Aside.    To the extent that the Company makes a payment to the Agent or the Banks, or the Agent or the Banks exercise their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and shall be immediately due and payable, and (b) each Bank severally agrees to pay to the Agent upon demand its Pro Rata Share of any amount so recovered from or repaid by the Agent.

[Schedules follow]

Schedule 1.1B

Uniform Covenants and Events of Default
(filed as exhibit 10.2)

Exhibit B

Legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit C

Legal opinion of Ball Janik LLP

Schedule Amend-3(c)

Exceptions to Representations and Warranties

1.

The representation and warranty in Section 5.11(b) of the Agreement is modified as follows: Since December 31, 2001, there has been no Material Adverse Effect.

2.

With respect to Section 5.7(a) of the Agreement, Schedule 5.7 is modified to delete item (a)(2). (Timber Operators Council, Inc.—Woodworkers IAM Defined Contribution Plan and Trust Coverage: eligible union employees at Coeur d'Alene, Idaho.)

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EXHIBIT 10.1

EX-10.2

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EXHIBIT 10.2

SCHEDULE 1.1B

UNIFORM COVENANTS AND EVENTS OF DEFAULT

ARTICLE I
DEFINITIONS

Section 1

Section 1.1 Defined Terms

        The following terms have the following meanings:

        "Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests or equity of any Person or otherwise causing any Person, to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary) provided that the Company or the Subsidiary is the surviving entity.

        "Actual Cash Flow" means, with respect to the Company and its Subsidiaries on a consolidated basis for any period, an amount equal to the sum of (i) EBITDA, minus (ii) increases in working capital, plus (iii) decreases in working capital minus (iv) Capital Expenditures, minus (v) Interest Expense, minus (vi) scheduled payments of principal (including payments under capital leases) on all Indebtedness, minus (vii) the provision for current taxes based on income of the Company and its Subsidiaries and payable in cash with respect to such period, minus (viii) mandatory principal and make-whole prepayments of any term Indebtedness or, to the extent accompanied by a permanent commitment reduction, any revolving Indebtedness, other than any mandatory prepayments arising in connection with the disposition of assets of the Company or its Subsidiaries (or satisfied by credits received for prepayments made in connection with the disposition of assets of the Company or its Subsidiaries), minus (ix) voluntary prepayments of Facility A Loans or, to the extent accompanied by a permanent commitment reduction, the Facility B Loans, plus (x) without duplication, any other decreases in long-term assets and increases in long-term liabilities and minus (xi) without duplication, any other increases in long-term assets and decreases in long-term liabilities; provided, however, that Actual Cash Flow shall be computed for these purposes without giving effect to extraordinary items and accrued Make-Whole Amounts on the Senior Notes.

        "Adjusted EBITDA" means EBITDA for such period excluding EBITDA contributed during such period from operations commonly known as Inland Tree Farm South, Inland Tree Farm North, Prineville, Coeur d'Alene, and Bonners Ferry.

        "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

        "Agent" means with respect to the Facility A Credit Agreement, the Bank Agent, and, with respect to each of the Note Purchase Agreements, each Noteholder.

        "Annual Timber Decrease" has the meaning specified in Section 3.4.

        "Applicable Party" means, with respect to the Facility A Credit Agreement, the Banks, and, with respect to each of the Note Purchase Agreements, each Noteholder, as applicable.

        "Applicable Required Parties" means, with respect to the Facility A Credit Agreement, the Required Banks, and, with respect to each of the Note Purchase Agreements, the Required Noteholders.

        "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 3.7), 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, 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 Facility A 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 and Facility A Loans 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 to which 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.

        "Bank Agent" means Bank of America in its capacity as agent for the Banks under the Facility A Credit Agreement, and any successor agent arising under Section 9.9 of the Facility A Credit Agreement.

        "Bank Agent-Related Persons" means Bank of America, Bank of America as agent under Original Credit Agreement, the 1995 Amended and Restated Credit Agreement, the Initial 1996 Amended and Restated Credit Agreement, or the 1996 Amended and Restated Credit Agreement (each as defined in the Facility A Credit Agreement) and any successor agent, together with their respective Affiliates (including, in the case of Bank of America, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

        "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

        "Banks" means the several financial institutions from time to time party to the Facility A Credit Agreement.

        "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Portland, Oregon, New York City or San Francisco are authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on which dealings are carried on in the applicable offshore dollar interbank market.

        "Capital Additions and Improvements" means (a) additions or improvements to the capital assets owned by the Company or any of its Subsidiaries or (b) the acquisition of existing or the construction of new capital assets (including, without limitation, timberlands and timber processing and manufacturing facilities and related assets) made to increase the Operating Capacity of the Company and its Subsidiaries, taken as a whole, from the Operating Capacity of the Company and its Subsidiaries, taken as a whole, existing immediately prior to such addition, improvement, acquisition or construction.

        "Capital Expenditures" means all expenditures of the Company and its Subsidiaries that, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, capital leases.

        "Cash Provided by Operating Activity" means, at any date of determination, the sum of the following calculated for the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending as of the last day of the most recent fiscal quarter for which financial reports pursuant to subsections 2.1(a) and (b) and a certificate pursuant to subsection 2.2(b) have been delivered:

        (a)  the sum of all cash receipts of the Company and its Subsidiaries during such period (excluding any cash proceeds from any Interim Capital Transactions),

        (b)  less the sum of:

(i) all cash operating expenditures of the Company and its Subsidiaries during such period, including, without limitation, taxes, if any, and amounts owed to the Master Partnership for management services rendered to the Company for which the Master Partnership is obligated to reimburse the Managing General Partner or the Special General Partner pursuant to Section 6.4 of the Master Partnership Agreement,

(ii) all cash debt service payments of the Company and its Subsidiaries during such period (other than payments or prepayments of principal and premium (A) required by reason of loan agreements (including, without limitation, covenants and default provisions therein) or by lenders, in each case in connection with sales or other dispositions of assets or (B) made in connection with refinancings or refundings of indebtedness with the proceeds from new indebtedness or from the sale of equity interests, provided, that any

payment or prepayment of principal and premium, whether or not then due, shall be deemed, at the election and in the discretion of the Managing General Partner, to be refunded or refinanced by any indebtedness incurred or to be incurred by the Company or any of its Subsidiaries simultaneously with or within 180 days prior to or after such payment or prepayment to the extent of the principal amount of such indebtedness so incurred), and

(iii) all cash Capital Expenditures of the Company and its Subsidiaries during such period, including, without limitation, cash Capital Expenditures made in respect of Maintenance Capital Expenditures, but excluding (A) cash Capital Expenditures made in respect of Operating Capacity Acquisitions and Capital Additions and Improvements and (B) cash expenditures made in payment of transaction expenses relating to Interim Capital Transactions,

        (c)  less any additions and plus any reductions to the following reserves during such period:

(i) any cash reserves of the Company and its Subsidiaries that the Managing General Partner deems in its reasonable discretion to be necessary or appropriate to provide for the future cash payment of items of the type referred to in clauses (b)(i) through (iii) above including, without limitation, those reserves established with respect to the Obligations and the "Obligations" under and as defined in the Facility B Credit Agreement, and as set forth in clause (b)(ii)(A) of the definition of "Available Cash", and

(ii) any other cash reserves of the Company and its Subsidiaries that the Managing General Partner deems in its reasonable discretion to be necessary or appropriate to provide funds for distributions with respect to Units (as defined in the Master Partnership Agreement), any general partner interests in the Master Partnership and any partnership interests in respect of any one or more of the next four fiscal quarters, all as determined on a consolidated basis with respect to the Company and its Subsidiaries and after taking into account the Managing General Partner's interest therein attributable to its general partner interest in the Company. Where cash Capital Expenditures are made in part in respect of Operating Capacity Acquisitions or Capital Additions and Improvements and in part for other purposes, the Managing General Partner's good faith allocation thereof between the portion made for Operating Capacity Acquisitions or Capital Additions and Improvements and the portion made for other purposes shall be conclusive. Taxes paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partner Entities shall not be considered cash operating expenditures of the Company that reduce Cash Provided by Operating Activity, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partner Entities. Alternatively, in the discretion of the Managing General Partner, such taxes (if pertaining to all Partner Entities) may be considered to be cash operating expenditures of the Company which reduce Cash Provided by Operating Activity, but the payment or withholding thereof shall not be deemed to be a distribution of Available Cash to such Partner Entities.

        "Code" means the Internal Revenue Code of 1986 and the regulations promulgated thereunder, each as amended.

        "Collateral Agent" means the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement.

        "Collateral Documents" means the documents furnished to the Collateral Agent in accordance with Section 2.13 hereof.

        "Commitment" has the meaning specified in subsection 2.1 of the Facility A Credit Agreement or subsection 1.2 of each of the Note Purchase Agreements, as applicable.

        "Company" means Crown Pacific Limited Partnership.

        "Company's Knowledge" shall mean the actual knowledge of any Person holding an office of divisional manager of the Company or any Person holding an office senior to a divisional manager including, without limitation, any senior executive or officer of the Company.

        "Company Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Company dated as of December 22, 1994, between the Managing General Partner and the Master Partnership as amended in accordance with the terms hereof and the Intercreditor Agreement.

        "Compliance Certificate" means a certificate substantially in the form of Schedule 1.1B—1.1(a).

        "Contingent Obligation" means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the "primary obligations") of another Person (the "primary obligor"), including any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract. The amount of any Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, and in the case of other Contingent Obligations, shall be equal to the maximum reasonably anticipated liability in respect thereof.

        "Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a Party or by which it or any of its property is bound.

        "Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

        "EBITDA" means, for any period, and determined in accordance with GAAP for the

        Company and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) consolidated net income (or net loss) for such period, plus (ii) all amounts treated as expenses for depreciation, depletion and interest and the amortization of intangibles of any kind to the extent included in the determination of such consolidated net income (or loss) for such period, plus (iii) all accrued taxes on or measured by income to the extent included in the determination of such consolidated net income (or loss) for such period plus (iv) other non-cash items deducted in the calculation of consolidated income (or loss) for such period, minus (v) other non-cash items added in the calculation of consolidated net income (or loss) for such period; provided, however, that EBITDA shall be computed for these purposes without giving effect to extraordinary items or reductions in consolidated net income due to payments of Make-Whole Amounts in respect of any Indebtedness.

        "Effective Date" has the meaning specified in Section 3.4.

        "Environmental Claim" shall mean any administrative, regulatory or judicial action, judgment, order, consent decree, suit, demand, demand letter, claim, Lien, notice of non-compliance or violation, investigation or other proceeding arising (a) pursuant to any Environmental Law, (b) from the presence, use, generation, storage, treatment, Release, threatened Release, disposal, remediation or other existence of any Hazardous Material, (c) from any removal, remedial, corrective or other response action pursuant to an Environmental Law or the order of a Governmental Authority, (d) from any third party seeking damages, contribution, indemnification, cost recovery, compensation, injunctive or other relief in connection with a Hazardous Material or arising from alleged injury or threat of injury to health, safety, natural resources or the environment, or (e) from any Lien against the properties of the Company or any Subsidiary in favor of a Governmental Authority in connection with a Release, threatened Release or disposal of a Hazardous Material.

        "Environmental Laws" means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety, natural resource and land use matters; including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act and similar state laws.

        "ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

        "ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or 414(c) of the Code.

        "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001 (a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the filing of a notice of intent to terminate the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Pension Plan subject to Title IV of ERISA; (d) a failure by the Company or any ERISA Affiliate to make required contributions to a Pension Plan or other Plan subject to Section 412 of the Code; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company; or (g) an application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Pension Plan.

        "Event of Default" has the meaning specified in Section 4.1.

        "Facility A Credit Agreement" means that certain Amended and Restated Credit Agreement, entered into as of December 1, 1999, by and among the Company, the financial institutions from time to time party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Bank Agent, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association, as Co-Agents as amended, supplemented, modified, restated, replaced or renewed from time to time in accordance with the terms thereof and the terms of the Intercreditor Agreement.

        "Facility A Loan" means an extension of credit under the Facility A Credit Agreement.

        "Facility B Credit Agreement" means the Amended and Restated Facility B Credit Agreement entered into as of December 1, 1999, by and among the Company, the financial institutions from time to time party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Agent for the Banks thereunder, Issuing Bank and Swingline Bank, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association, as Co-Agents as amended, supplemented modified, restated or renewed from time to time in accordance with the terms thereof.

        "Facility B Loan" means a "Loan" as defined in the Facility B Credit Agreement.

        "Forecasted Cash Flow" means, with respect to any period, the amount set forth on Schedule 1.1B—1.1(b) for such period.

        "FRB" means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions.

        "GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

        "Governmental Authority" mean any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

        "Guaranty Obligation" has the meaning specified in the definition of "Contingent Obligation."

        "Hazardous Material" means any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction thereof), and any material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling or which, is prohibited, controlled or regulated by any Environmental Law.

        "Holders Agency Agreement" means that agreement that may be required pursuant to Section 5.3 of the Note Purchase Override Agreement.

        "Holders Agent" means any agent for the Noteholders under the Holders Agency Agreement.

        "Indebtedness" of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all obligations with respect to capital leases; (g) all indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (h) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (f) above.

        "Indemnified Person" means Bank Agent-Related Persons, each Bank, each Noteholder, any Holders Agent, any Collateral Agent and each of their respective officers, directors, trustees, employees, counsel, agents and attorneys-in-fact.

        "Independent Auditor" has the meaning specified in Section 2.1(a).

        "Insolvency Proceeding" means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

        "Intercreditor Agreement" means that certain Intercreditor Agreement dated as of April 19, 2002 among the Company, the Master Partnership, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, the Bank Agent, the Banks from time to time party to the Facility A Credit Agreement and the Noteholders as amended, supplemented modified, restated or renewed from time to time in accordance with the terms thereof.

        "Interest Expense" means, at any date of determination, the sum of the following calculated for the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsection 2.1(a) and a certificate pursuant to subsection 2.2(b) have been delivered: (a) the interest expense of the Company and its Subsidiaries, plus (b) the additional interest expense that would have accrued on the Indebtedness incurred to acquire businesses or timberland described in clauses (iii) or (iv) of the definition of "Cash Flow" had such Indebtedness been outstanding for the full four fiscal quarter period, based upon the interest rate applicable on such date of determination to such Indebtedness (unless a higher interest rate is scheduled to apply during the next four fiscal quarters, in which case the higher interest rate shall be employed for such portion of the prior four fiscal quarters as is scheduled to apply during the next four fiscal quarters).

        "Interim Capital Transactions" means (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than for working capital purposes and other than for items purchased on open account in the ordinary course of business) by the Company, (b) sales of equity interests by the Company, and (c) sales or other voluntary or involuntary dispositions of any assets of the Company (other than (x) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, including the exchange of timber or real property for other timber or real property, to the extent that the timber or real property received in exchange is of equal or greater value, or the sale of timber or real property, to the extent the proceeds from which are invested within 180 days in other timber or real property (including such investments not consummated during such 180 days if a binding agreement for such investment is completed within 90 days after the expiry of such 180 day period), (y) sales or other dispositions of assets to the extent the proceeds from which do not exceed cash expenditures by the Company for the purchase of timber or real property during the preceding 90 days, and (z) sales or other dispositions of assets as a part of normal retirements or replacements).

        "Investment Policy" means the Investment Policy of the Company as attached as Schedule 1.1B—1.1(c).

        "Joint Venture" means a single-purpose corporation, partnership, joint venture or other similar legal arrangement (whether created by contract or conducted through a separate legal entity) now or hereafter formed by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person.

        "Leverage Ratio" means, as of the last day of any fiscal quarter of the Company, the ratio of (i) the aggregated stated balance sheet amount of all Indebtedness of the Company and its Subsidiaries (other than the Facility B Loans), determined on a consolidated basis in accordance

with GAAP as at such day to (ii) Adjusted EBITDA for the four fiscal quarters of the Company ending on such day.

        "Leverage Ratio Trigger Date" means the date on which the amount of timber sold (excluding the sale of timber to the extent included in the calculation of amounts harvested under Section 3.4) by the Company and its Subsidiaries since January 1, 2003 exceeds 800,000,000 board feet.

        "Lien" means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under an operating lease.

        "Loan" means a Facility A Loan, unless specifically identified otherwise.

        "Loan Documents" means the Facility A Credit Agreement, the Intercreditor Agreement, the Collateral Documents, the Note Purchase Override Agreement, the Note Purchase Agreements, the Senior Notes, the Holders Agency Agreement, the Registration Rights Agreement and all other documents delivered to the Agent or any Bank in connection herewith or therewith; provided that, Loan Documents shall not include the Facility B Credit Agreement and any exhibits thereto that are not also exhibits to the Facility A Credit Agreement.

        "Maintenance Capital Expenditures" means cash Capital Expenditures made to maintain, up to the level thereof that existed at the time of such expenditure, the Operating Capacity of the capital assets of the Company and its Subsidiaries, taken as a whole, as such assets existed at the time of such expenditure and shall, therefore, not include cash Capital Expenditures made in respect of Operating Capacity Acquisitions, and Capital Additions and Improvements. Where cash Capital Expenditures are made in part to maintain the Operating Capacity level referred to in the immediately preceding sentence and in part for other purposes, the Managing General Partner's good faith allocation thereof between the portion used to maintain such Operating Capacity level and the portion used for other purposes shall be conclusive.

        "Make—Whole Amount" has the meaning given in the Intercreditor Agreement.

        "Managing General Partner" means Crown Pacific Management Limited Partnership, a Delaware limited partnership and (i) the sole general partner of the Company and (ii) the sole managing general partner of the Master Partnership, and any successor general partner of the Company or managing general partner of the Master Partnership, as applicable.

        "Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the FRB.

        "Master Partnership" means Crown Pacific Partners, L.P., a Delaware limited partnership.

        "Master Partnership Agreement" means the Second Amended Restated Agreement of Limited Partnership of the Master Partnership dated as of August 6, 1996 as amended and in effect immediately prior to the execution of this Schedule of Uniform Covenants and Events of Default, between the Managing General Partner, the Special General Partner and the limited partners party thereto.

        "Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole or the Master Partnership; (b) a material impairment of the ability of the Company to perform under any Loan Document and to

avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company of any Loan Document.

        "Maximum Capital Expenditures Amount" has the meaning specified in Section 3.15(c) hereof.

        "MGP General Partners" means, collectively, FTI Holdings, L.P., a Delaware limited partnership and HS Corp. of Oregon, an Oregon corporation, the sole general partners of the Managing General Partner, and any successor general partner of the Managing General Partner.

        "MGP Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Managing General Partner dated as of December 1, 1994, between the MGP General Partners and the limited partners party thereto.

        "Net Proceeds" shall mean, in connection with any sale, transfer or other disposition of property, all cash proceeds of any such sale, transfer or other disposition net only of pro rated ad valorem taxes, any commissions due brokers not affiliated with the Company (such commissions in aggregate not to exceed 10% of the gross sales price) and reasonable and customary cash costs of closing with respect thereto (whenever paid) including sale, use or other transaction taxes paid or payable by such Person as a direct result thereof and with respect to the harvesting of excess timber by the Company or any of its Subsidiaries pursuant to Section 3.4, all reasonable cash expenses properly allocable to such harvesting of excess timber and other cash costs incidental thereto (in each case, whenever paid) including sale, use or other transaction taxes paid or payable by such Person as a direct result thereof.

        "1994 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $275,000,000 issued and sold pursuant to the 1994 Senior Note Agreement.

        "1995 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $25,000,000 issued and sold pursuant to the 1995 Senior Note Agreement.

        "1996 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $91,000,000 issued and sold pursuant to the 1996 Senior Note Agreement.

        "1997 Senior Notes" means those certain senior promissory notes in the aggregate principal amount of $95,000,000 issued and sold pursuant to the 1997 Senior Note Agreement.

        "1994 Senior Note Agreement" means the Note Purchase Agreement dated as of December 1, 1994, providing for the issuance and sale by the Company of the 1994 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

        "1995 Senior Note Agreement" means the Note Purchase Agreement dated as of March 15, 1995, providing for the issuance and sale by the Company of the 1995 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

        "1996 Senior Note Agreement" means the Note Purchase Agreement dated as of August 1, 1996, providing for the issuance and sale by the Company of the 1996 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

        "1997 Senior Note Agreement" means the Note Purchase Agreement dated as of December 15, 1997, providing for the issuance and sale by the Company of the 1997 Senior Notes to the purchasers listed in the schedule of purchasers attached thereto as Schedule I.

        "Noteholders" means the holders of the Senior Notes from time to time.

        "Note Purchase Agreements" means the 1994 Senior Note Agreement, the 1995 Senior Note Agreement, the 1996 Senior Note Agreement and the 1997 Senior Note Agreement, each as amended, restated and renewed from time to time in accordance with the terms thereof and the terms of the Intercreditor Agreement.

        "Note Purchase Override Agreement" means that certain Note Purchase Override Agreement between the Company and the Noteholders party thereto dated as of April 19, 2002 among the

Company, the Noteholders and, for the purposes of agreeing to Section 6.11 thereof, the Partner Entities as amended, supplemented modified, restated or renewed from time to time in accordance with the terms of the Intercreditor Agreement.

        "Obligations" means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document, owing by the Company to any Bank, the Co-Agents, the Collateral Agent, the Syndication Agent, the Bank Agent, any Holders Agent, any Indemnified Person or any Noteholder, as applicable, whether direct or indirect (including those acquired by assignment), absolute or contingent, due to become due, now existing or hereafter arising.

        "Offshore Rate" means, for any interest period with respect to Offshore Rate Loans constituting part of the same borrowing, the rate of interest per annum (rounded upward to the next 1/16th of 1%) determined by the Bank Agent as follows:

	LIBO Rate
Offshore Rate =	1.00 — Eurodollar Reserve Percentage

        Where:

        "Eurodollar Reserve Percentage" means for any day for any interest period the maximum reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day (whether or not applicable to any Bank) under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities") having a term comparable to such interest period; and

        "LIBO Rate" for any interest period, with respect to an Offshore Rate Loan, means:

        (i)    the rate of interest per annum determined by the Bank Agent to be the arithmetic mean of the rates of interest per annum appearing on Telerate Page 3750 (or any successor publication) for Dollar deposits in the approximate amount of the Offshore Rate Loan to be made, continued or converted by Bank of America, and having a maturity comparable to such interest period, at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such interest period, subject to clause (ii) below; or

        (ii)  if for any reason rates are not available as provided in the preceding clause (i) of this definition, the "LIBO Rate" instead means the rate of interest per annum determined by the Bank Agent to be the arithmetic mean of the rates of interest per annum notified to the Bank Agent by Bank of America as the rate of interest at which Dollar deposits in the approximate amount of the Offshore Rate Loan to be made, continued or converted by Bank of America, and having a maturity comparable to such interest period, would be offered to major banks in the London interbank market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such interest period. The Offshore Rate shall be adjusted automatically as to all Offshore Rate Loans then outstanding as of the effective date of any change in the Eurodollar Reserve Percentage.

        "Offshore Rate Loan" means a Loan that bears interest based on the Offshore Rate.

        "Operating Capacity" means the operating capacity and resources (including, without limitation, the capacity to grow timber or process logs) of the Company and its Subsidiaries, taken as a whole.

        "Operating Capacity Acquisition" means any transaction in which the Company or any Subsidiary acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the Operating Capacity of the Company and its Subsidiaries, taken as a

whole, from the Operating Capacity of the Company and its Subsidiaries, taken as a whole, existing immediately prior to such transaction.

        "Partner Entities" means the Managing General Partner, the MGP General Partners and the Master Partnership.

        "PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under ERISA.

        "Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years.

        "Permitted Business" means (i) any business engaged in by the Company as of April 19, 2002; (ii) any business substantially similar or related to any such business, which shall include any business in the forest products industry, provided that any activity shall cease to be a Permitted Business if it causes or would cause more than 25% of the Company's assets on a consolidated basis valued at book value to be devoted to pulp or paper manufacturing; and (iii) any non-forest products business that is incidental or reasonably related to the forest products industry.

        "Permitted Liens" has the meaning specified in Section 3.1.

        "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

        "Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Company or any ERISA Affiliate sponsors or maintains or to which the Company makes, is making, or is obligated to make contributions and includes any Pension Plan.

        "Planned Volume" has the meaning specified in Section 3.4.

        "Pro Forma Consolidated Cash Flow" means, at any date of determination, the sum of the following calculated on a pro forma basis for the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 2.l(a) and (b) and a certificate pursuant to subsection 2.2(b) have been delivered:

        (i)    Cash Provided by Operating Activity;

        (ii)  plus all cash debt service payments of the Company and its Subsidiaries during such period to the extent subtracted in determining Cash Provided by Operating Activity;

        (iii)  plus all cash Capital Expenditures of the Company and its Subsidiaries during such period, except those relating to Operating Capacity Acquisitions, Capital Additions and Improvements and Interim Capital Transactions, to the extent subtracted in determining Cash Provided by Operating Activity;

        (iv)  minus any additions and plus any reductions during such period to any cash reserves of the Company and its Subsidiaries established to provide funds for the future cash payment of items of the type referred to in clauses (ii) and (iii) above, to the extent added or subtracted in determining Cash Provided by Operating Activity;

        (v)  plus any additions and minus any reductions during such period to any cash reserves of the Company and its Subsidiaries established to provide funds for distributions with respect to Units (as defined in the Master Partnership Agreement), any general partner interests in the Master Partnership and any Partnership Interests, to the extent subtracted or added in determining Cash Provided by Operating Activity;

        (vi)  plus and minus, as applicable, in connection with any businesses (other than timberlands covered by clause (vii) below) to be acquired by the Company in whole or in part with the proceeds of Indebtedness or previously acquired within such four fiscal quarters, an amount equal to a good faith estimate of such additional amounts that would be included in clauses (i), (ii), (iii) and (iv) above had such businesses been owned by the Company for the entirety of such four fiscal quarters, as certified with reasonable accompanying detail by the Chief Financial Officer of the Company based upon such Chief Financial Officer's good faith estimates of applicable revenues and expenses arising from such businesses;

        (vii) plus and minus, as applicable, in connection with any timberland to be acquired by the Company in whole or in part with the proceeds of Indebtedness or previously acquired within such four fiscal quarters, an amount equal to a good faith estimate of such additional amounts that would be included in clauses (i), (ii), (iii) and (iv) above had such timberlands been owned by the Company for the entirety of such four fiscal quarters, as certified with reasonable accompanying detail by the Chief Financial Officer of the Company based upon such Chief Financial Officer's good faith estimates of applicable revenues and expenses arising from such timberlands and assuming aggregate timber harvests in an amount that does not require proceeds to be applied to the Obligations in accordance with Section 3.4 and the Intercreditor Agreement.

        "Pro Forma Interest Expense" means, at any date of determination, the sum of the following calculated for the Company and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending on the last day of the most recent quarter for which financial reports pursuant to subsections 2.1(a) and (b) and a certificate pursuant to subsection 2.2(b) have been delivered:

        (a)  interest expense payable in cash during such four fiscal quarter period on all Indebtedness of the Company and its Subsidiaries; plus

        (b)  interest expense that would have been payable in cash during such four fiscal quarter period in respect of (i) any Indebtedness proposed to be incurred on such date of determination in accordance with the terms hereof, and (ii) Indebtedness incurred after the end of such four fiscal quarter period and before such date of determination, in each case based upon the interest rate applicable on such date of determination to such Indebtedness and giving effect as of the beginning of such four fiscal quarter period (y) to the incurrence of all such Indebtedness described in clauses (i) and (ii), and (z) to the application of any such Indebtedness to the substantially concurrent repayment of any other Indebtedness outstanding during such four fiscal quarter period.

        "Pro Forma Maximum Debt Service" means, as of any date of determination, the sum of (a) the highest amount that will be payable by the Company and its Subsidiaries on a consolidated basis, during any consecutive four fiscal quarters, commencing with the fiscal quarter during which such determination occurs and ending on December 31, 2005, or, if all Senior Notes are not prepaid on such date, the latest maturity of any unpaid Senior Note in respect of scheduled principal and interest (including payments under capital leases) with respect to all Indebtedness of the Company and its Subsidiaries outstanding on the date of determination other than Loans, after giving effect to any such Indebtedness proposed to be incurred on such date and to the substantially concurrent repayment of any other Indebtedness, (i) assuming, in the case of such Indebtedness having a variable interest rate, that the rate in effect on the date of determination will remain in effect throughout such period, (ii) treating the principal amount of such Indebtedness outstanding as of such date under a revolving credit or similar agreement as maturing and becoming due and payable on the scheduled maturity date or dates thereof (including the maturity of any payment required by any commitment reduction or similar amortization provision), without regard to any provision permitting such maturity date to be extended, and (iii) treating the principal amount of any Indebtedness that is payable on demand as maturing and becoming due and payable at the end of any such four fiscal quarters for which such determination may be made and treating the principal amount of any Indebtedness that is

otherwise callable during any four fiscal quarters as maturing and becoming due and payable on the last date for such call during those four fiscal quarters; plus (b) interest expense accrued on the Working Capital Facility during the most recent four fiscal quarters with respect to which financial reports pursuant to subsections 2.1(a) and (b) and the certificates pursuant to subsection 2.2(b) have been delivered.

        "Registration Rights Agreement" means the Registration Rights Agreement dated as of April 19, 2002 among the Noteholders, the Company and the Master Partnership as amended, supplemented, modified, restated, replaced or renewed from time to time in accordance with the terms thereof and the terms of the Intercreditor Agreement.

        "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including without limitation, the abandonment or discarding of barrels, drums, containers, tanks and other receptacles containing or previously containing any Hazardous Material.

        "Reportable Event" means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

        "Required Banks" means one or more Banks then holding at least 66²/3% of the then aggregate unpaid principal amount of the Facility A Loans.

        "Required Noteholders" means, with respect to each of the Note Purchase Agreements, the holders of at least 55% of the aggregate principal amount of outstanding Notes under and as defined in such agreement.

        "Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

        "Responsible Officer" means, as to the Company, the chief executive officer, the president, the chief financial officer, any senior vice president, any vice president or the Person serving as the secretary and general counsel of the Company, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants, the chief financial officer or the treasurer of the Company, or any other officer having substantially the same authority and responsibility. With respect to a partnership, a Responsible Officer of a general partner shall constitute a Responsible Officer of such partnership.

        "Restricted Payment" has the meaning specified in Section 3.11.

        "Sawmill Assets" means those assets used in connection with the manufacture of lumber, including those personal property and real property assets located at the locations set forth on Schedule 1.1B-1.1(d) or used in connection with the operations at such locations, excluding office equipment and rolling stock.

        "SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

        "Senior Notes" means the 1994 Senior Notes, the 1995 Senior Notes, the 1996 Senior Notes and the 1997 Senior Notes.

        "Solvent" means, as to any Person at any time, that (a) (i) in the case of a Person that is not a partnership, the fair value of the property of such Person is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities), and (ii) in the case of a Person that is a partnership, the sum of (A) the fair value of the property of such Person plus (B) the sum of the excess of the fair value of each general partner's non-partnership property over such partner's non-partnership debts (together the "Applicable Property") is greater than the amount of such Person's liabilities (including disputed, contingent and unliquidated liabilities), as

such value for purposes of both (i) and (ii) is established and liabilities evaluated for purposes of Section 101 (31) of the Bankruptcy Code and, in the alternative, for purposes of the California Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the property of such Person (or, in the case of a partnership, the Applicable Property of such Person) is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital.

        "Subsidiary" of a Person means any corporation, association, partnership, joint venture or other business entity of which such Person or any Subsidiary of such Person either (i) in respect of a corporation, more than 50% of the voting stock is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof or (ii) in respect of an association, partnership, joint venture or other business entity, is the general partner or is entitled to share in more than 50% of the profit, however determined. Unless otherwise specified, references to a "Subsidiary" shall refer to a Subsidiary of the Company.

        "Surety Instrument" means all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.

        "Swap Contract" means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

        "Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as reasonably determined by the Required Banks based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Bank).

        "Third Amendment Effective Date" means the first Business Day as of which each of the conditions precedent to that certain Third Amendment to the Facility A Credit Agreement has been satisfied.

        "Timberland Assets" means those real property assets described on Schedule 1.1B-1.1(e) and any additional real property acquired after April 19, 2002 containing timber to be included within the Company's or any Subsidiary's inventory of standing timber.

        "Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001 (a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

        "Working Capital Facility" means (a) for historical purposes, the "Original Facility B Credit Agreement," the "Initial 1996 Facility B Credit Agreement" or the "1996 Facility B Credit Agreement," each as defined in the Facility B Credit Agreement, (b) until the "Revolving Termination Date" as defined therein, the Facility B Credit Agreement, and (c) thereafter, any

facility pursuant to which the Company may obtain revolving credit for working capital and general partnership purposes, take-down credit for working capital and general partnership purposes, the issuance of standby and payment letters of credit and back-up for the issuance of commercial paper; provided, that such facility is made on terms and conditions which provide for (a) the same or lower Applicable Margin (as defined in the Facility B Credit Agreement as in effect immediately prior to the execution of this Schedule of Uniform Covenants and Events of Default) and the same calculation of base interest rate (i.e., based on the Federal Funds Rate, the Bank Agency "reference rate" or LIBOR, with the same rights of the Company to choose among them), (b) the same or longer amortization, (c) the same or lower bank fees, and the same or more favorable (from the standpoint of the Company and the Noteholders) covenants and events of default and (d) substantially the same other terms, in each case, as the Facility B Loan in effect immediately prior to execution of this Schedule of Uniform Covenants and Events of Default (taking into account the Third Amendment to the Facility B Credit Agreement).

Section 1.2 Other Interpretive Provisions.

        (a)  The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

        (b)  The words "hereof", "herein", "hereunder" and similar words refer to this Schedule of Uniform Covenants and Events of Default as a whole and not to any particular provision thereof; and subsection, Section, Schedule and Exhibit references are to this Schedule of Uniform Covenants and Events of Default unless otherwise specified.

        (c)  (i) The term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

        (ii)  The term "including" is not limiting and means "including without limitation."

        (iii)  In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding", and the word "through" means "to and including."

        (iv)  The term "property" includes any kind of property or asset, real, personal or mixed, tangible or intangible.

        (d)  Unless otherwise expressly provided herein, (i) references to agreements (including the Facility A Credit Agreement and the Note Purchase Agreements) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of that Loan Document, (ii) references to defined terms and cross-references to particular sections of the Company Partnership Agreement or the Master Partnership Agreement shall be deemed references to such terms and such sections in their current form without giving effect to any future amendments or modifications thereto unless such amendments or modifications shall have been approved in writing by the Applicable Required Parties, and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

        (e)  The captions and headings of this Schedule of Uniform Covenants and Events of Default are for convenience of reference only and shall not affect the interpretation of this Schedule of Uniform Covenants and Events of Default.

Section 1.3 Accounting Principles.

        (a)  Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Schedule of Uniform Covenants and Events of Default shall be made, in accordance with GAAP.

        (b)  References herein to "fiscal year" and "fiscal quarter" refer to such fiscal periods of the Company.

ARTICLE II
AFFIRMATIVE COVENANTS

Section 2

Section 2.1 Financial Statements.

        The Company shall deliver to the Agent, in form and detail satisfactory to the Agent and the Applicable Required Parties, with sufficient copies for each Applicable Party:

        (a)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, identifying any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries, and accompanied by the opinion of a nationally-recognized independent public accounting firm ("Independent Auditor") which report shall state that such consolidated financial statements present fairly in all material respects the financial position, results of operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Company's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement between the Applicable Parties and such Independent Auditor in form and substance satisfactory to the Applicable Required Parties;

        (b)  as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, in each case (A) setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year and (B) setting forth year to date consolidated figures and (C) identifying any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position, the results of operations and cash flows of the Company and its Subsidiaries;

        (c)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of an unaudited consolidating balance sheet of the Company and its Subsidiaries as at the end of such year and the related consolidating statement of income for such year, certified by a Responsible Officer as having been developed and used in connection with the preparation of the financial statements referred to in subsection 2.1(a);

        (d)  as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidating balance sheets of the Company and its Subsidiaries, and the related consolidating statements of income for such quarter, all certified by a Responsible Officer as having been developed and used in connection with the preparation of the financial statements referred to in subsection 2.1(b);

        (e)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Master Partnership and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the opinion of the Independent Auditor which report shall state that such consolidated financial statements present fairly in all material respects the financial

position, results of operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Master Partnership's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement between the Applicable Parties and such Independent Auditor in form and substance satisfactory to the Applicable Required Parties;

        (f)    as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Master Partnership and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, in each case (A) setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year and (B) setting forth year to date consolidated figures and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position, the results of operations and cash flows of the Master Partnership and its Subsidiaries;

        (g)  as soon as available, but not later than January 31 of each year, a business plan which shall include (i) pro-forma financial projections of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income or operations, partner's equity and cash flows, for the five year period beginning January 1 of the year of delivery of such business plan, and (ii) timber inventories, timber harvests, lumber and other wood product shipments, projected average prices for logs and lumber by species and type, a timber log flow report and an outside timber harvest/log procurement contract summary; which projections shall be accompanied by appropriate assumptions and sufficient supporting details on which such projections are based, certified by a Responsible Officer as fairly presenting management's good faith projection of probable results for such period;

        (h)  as soon as available, but in any event within 90 days after the end of each calendar year, the report entitled "Fair Market Value of Timber Cut, determined for Section 631(a) of the Internal Revenue Code, Capital Gains Treatment" prepared with respect to the prior calendar year by Mason, Bruce and Girard, or another nationally recognized timber appraiser reasonably acceptable to the Applicable Required Parties; and

        (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.

Section 2.2 Certificates; Other Information.

        The Company shall furnish to the Agent, with sufficient copies for each Applicable Party:

        (a)  concurrently with the delivery of the financial statements referred to in subsection 2.1(a), a certificate of the Independent Auditor stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default except as specified in such certificate;

        (b)  concurrently with the delivery of the financial statements referred to in subsections 2.1(a) and (b), a Compliance Certificate executed by a Responsible Officer;

        (c)  promptly, copies of all financial statements and reports that the Company or the Master Partnership sends to its limited partners, and, if applicable, promptly, within 15 days of any such filing, copies of all financial statements and regular, periodical or special reports (including Forms

10K, 10Q and 8K) and registration statements that the Company or any Subsidiary or the Master Partnership may make to, or file with, the SEC; and

        (d)  promptly, such additional information regarding the business, financial or corporate affairs of the Company or any of its Subsidiaries or the Master Partnership as the Agent, at the request of any Applicable Party, may from time to time reasonably request.

Section 2.3 Notices.

        The Company shall promptly notify the Agent and each Applicable Party:

        (a)  of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default;

        (b)  of any matter that has resulted or if adversely determined would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any of the Company, the Partner Entities or any of their Subsidiaries; (ii) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Company, the Partner Entities or any of their Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company, the Partner Entities or any of their Subsidiaries, including pursuant to any applicable Environmental Laws;

        (c)  of any of the following events affecting the Company or any ERISA Affiliate, together with a copy of any notice with respect to such event that may be required to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event:

        (i)    an ERISA Event;

        (ii)  if any of the representations and warranties in Section 5.7 of the Facility A Credit Agreement (whether or not such agreement remains in effect) ceases to be true and correct;

        (iii)  the adoption by the Company or any of its Subsidiaries or, upon the Company's Knowledge thereof, by any other ERISA Affiliate of any new Pension Plan or other Plan subject to Section 412 of the Code;

        (iv)  the adoption of any amendment to a Pension Plan or other Plan subject to Section 412 of the Code by the Company or any of its Subsidiaries or, upon the Company's Knowledge thereof, by any other ERISA Affiliate, if such amendment results in a material increase in either contributions by the Company or any of its Subsidiaries or Unfunded Pension Liability; or

        (v)  the commencement of contributions by the Company or any of its Subsidiaries or, upon the Company's Knowledge thereof, by any other ERISA Affiliate to any Pension Plan or other Plan subject to Section 412 of the Code;

        (d)  any Material Adverse Effect subsequent to the date of the most recent audited financial statements of the Company delivered to the Agent pursuant to subsection 2.1(a);

        (e)  of any material labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving the Company, the Partner Entities or any of their Subsidiaries; or

        (f)    of any assertion or determination by any Governmental Authority that the Company shall no longer be classified as a partnership not taxable as a corporation under the Code.

Each notice under this Section shall be accompanied by a written statement by a Responsible Officer setting forth details of the occurrence referred to therein, and stating what action the Company or any affected Subsidiary proposes to take with respect thereto and at what time. Each notice under subsection 2.3(a) shall describe with particularity any and all clauses or provisions of the Facility A Credit Agreement, Note Purchase Agreements or other Loan Documents that have been (or foreseeably will be) breached or violated.

Section 2.4 Preservation of Partnership Existence, Etc.

        The Company shall, except as permitted by Section 3.3, and shall cause each of its Subsidiaries and each of the Partner Entities to:

        (a)  preserve and maintain in full force and effect its partnership or corporate existence and good standing under the laws of its state or jurisdiction of formation or incorporation;

        (b)  preserve and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business except in connection with transactions permitted by Section 3.3 and sales of assets permitted by Section 3.2;

        (c)  use reasonable efforts, in the ordinary course of business, to preserve its business organization and goodwill; and

        (d)  preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect;

provided that the Company shall not be obligated to preserve its status as a partnership not taxable as a corporation if (i) the Company's failure to preserve such status shall be the result of an amendment to the tax laws enacted by the Congress of the United States and (ii) after giving effect to the loss of such status, the ratio of Pro Forma Consolidated Cash Flow to Pro Forma Maximum Debt Service, determined as of the end of the fiscal quarter immediately preceding the loss of such status, would be greater than 1.1 to 1.0, assuming for the purposes of the computation of Pro Forma Consolidated Cash Flow, that Pro Forma Consolidated Cash Flow would be reduced by taxes at the applicable tax rate of the Company for such period had the Company been taxable as a corporation.

Section 2.5 Maintenance of Property.

        The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect or except as permitted by Section 3.2.

Section 2.6 Insurance.

        The Company shall maintain, and shall cause each Subsidiary to maintain, with financially sound and reputable independent insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; including public liability and property and casualty insurance.

Section 2.7 Payment of Obligations.

        The Company shall, and shall cause each Subsidiary to, pay and discharge as the same shall become due and payable, all their respective obligations and liabilities, including:

        (a)  all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary;

        (b)  all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; and

        (c)  all trade payables owing to Persons that are not Affiliates of the Company in the ordinary course of business, unless the same are contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary.

Section 2.8 Compliance with Laws.

        The Company shall comply, and shall cause each of its Subsidiaries to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act), except such as may be contested in good faith.

Section 2.9 Inspection of Property and Books and Records.

        The Company shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and such Subsidiary. The Company shall permit, and shall cause each Subsidiary to permit, representatives and independent contractors of the Agent or any Applicable Party to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided, however, when a Default or Event of Default exists the Agent or any Applicable Party may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.

Section 2.10 Environmental Laws.

        (a)  The Company shall, and shall cause each Subsidiary to, conduct its operations and keep and maintain its property in material compliance with all Environmental Laws, the non-compliance with which would reasonably be expected to have a Material Adverse Effect.

        (b)  Upon the written request of any Applicable Party, the Company shall submit and cause each of its Subsidiaries to submit, to the Agent with sufficient copies for each Applicable Party, at the Company's sole cost and expense, at reasonable intervals, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report required pursuant to subsection 2.3(b), that could, individually or in the aggregate, reasonably be expected to result in liability in excess of $10,000,000.

Section 2.11 Further Assurances.

        The Company shall ensure that all written information, exhibits and reports furnished to the Agent or any Applicable Party do not and will not contain any untrue statement of a material fact and do not

and will not omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to each of the Applicable Parties and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgment or recordation thereof.

Section 2.12 Excess Cash Flow.

        Within 30 days following September 30, 2002, March 31, 2003, September 30, 2003, March 31, 2004, September 30, 2004, March 31, 2005 and September 30, 2005, the Company shall prepay the Obligations in accordance with the terms of the Intercreditor Agreement by an amount equal to 75% of the amount by which Actual Cash Flow exceeds Forecasted Cash Flow for the two quarter period ending on such date.

Section 2.13 Collateral.

        (a)  On or before June 30, 2002, the Company and its Subsidiaries shall have granted to the Collateral Agent for the benefit of the Banks and the Noteholders a perfected first priority Lien, subject only to Permitted Liens, in the Timberland Assets and the Sawmill Assets and the Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent and the Applicable Required Parties:

(i) fully executed and notarized mortgages (or deeds of trust or similar document) (each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage" and collectively the "Mortgages") and such other documents as are reasonably required by the Collateral Agent encumbering the fee interest of the Company in all of its Timberland Assets and in all of its Sawmill Assets (each a "Mortgaged Property" and collectively the "Mortgaged Properties") in favor of the Collateral Agent;

(ii) a duly executed security agreement and duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent's sole discretion, to perfect the Collateral Agent's security interest in the Timberland Assets and the Sawmill Assets of the Company; and

(iii) opinions of counsel for each Person granting the Liens required by this section reasonably acceptable to the Collateral Agent and to counsel for the Applicable Required Parties (which shall cover among other things, authority, due authorization, enforceability, as well as the attachment, perfection and validity of the Liens required by this section).

        (b)  If, subsequent to the Third Amendment Effective Date, the Company or any of its Subsidiaries shall (i) acquire any additional Timberland Assets or (ii) acquire any additional Sawmill Assets, the Company shall immediately notify the Collateral Agent under the Intercreditor Agreement of same. The Company shall take such action, and shall cause its Subsidiaries to take such action, as requested by the Collateral Agent and at its own expense, to ensure that the Collateral Agent has a first priority perfected Lien in all owned Timberland Assets and all Sawmill Assets of the Company and its Subsidiaries, subject only to Permitted Liens.

Section 2.14 Forestry Consultant

        The Company shall (i) permit a forestry consultant retained in accordance with Section 2.2(d)(i) of the Intercreditor Agreement, at the Company's expense, (a) to examine the Company's inventory management system and (b) to perform any appraisals required under or in connection with the Intercreditor Agreement, (ii) in good faith, discuss its inventory management system with such consultant, and (iii) cooperate with such consultant and provide such consultant with access during normal business hours to its books, records, properties and personnel as such consultant may reasonably need or request in connection with such examinations and the performance of the appraisals.

ARTICLE III
NEGATIVE COVENANTS

Section 3

Section 3.1 Limitation on Liens.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):

        (a)  any Lien existing on property of such Person on the Third Amendment Effective Date and set forth in Schedule 1.1B—3.1;

        (b)  Liens on the accounts, rights to payment for goods sold or services rendered that are evidenced by chattel paper or instruments, and rights against Persons who guarantee payment or collection of the foregoing, and on the Company's inventory and on the proceeds (as defined in the Uniform Commercial Code in any applicable jurisdiction) thereof securing the obligations of the Company under the Working Capital Facility (and any extension, renewal, refunding or refinancing thereof) permitted to be incurred pursuant to subsection 3.6(g);

        (c)  Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 2.7, provided that no notice of lien has been filed or recorded under the Code;

        (d)  carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

        (e)  Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation;

        (f)    Liens on the property of such Person securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect;

        (g)  Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $5,000,000;

        (h)  easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not impose material financial obligations on the Company or any of its Subsidiaries, and which do not in any case materially detract from the value of a material asset subject thereto or interfere with the ordinary conduct of the businesses of such Person;

        (i)    purchase money security interests on any property acquired or held by such Person in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the debt secured thereby does not exceed 85% (or 100% in the case of capital leases) of the cost of such property, and (iv) the aggregate outstanding principal amount of the Indebtedness secured by any and all such purchase money security interests, together with the aggregate principal component of any and all capital lease obligations secured by Liens permitted under subsection 3.1(j), shall not at any time exceed $10,000,000;

        (j)    Liens securing obligations in respect of capital leases on assets subject to such leases, provided that the aggregate outstanding principal component of capital lease obligations secured by any and all such Liens, together with the aggregate outstanding principal amount of the Indebtedness secured by any and all purchase money security interests permitted under subsection 3.1(i), shall not at any time exceed $10,000,000;

        (k)  Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution;

        (l)    Liens securing Contingent Obligations of less than $1,000,000 in the aggregate at any time and otherwise permitted under Subsection 3.9(d);

        (m)  other Liens that secure claims or Indebtedness otherwise permitted under Section 3.6 of less than $1,000,000 in the aggregate and that exist no more than 10 days before being released or terminated; and

        (n)  Liens securing the Secured Obligations as defined in the Intercreditor Agreement.

Section 3.2 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 each case, excluding the sale of timber with land), 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; provided that (i) the proceeds of such equipment are reinvested in similar equipment within six (6) months of the date of such sale, transfer, lease or other disposition, and (ii) the aggregate net book value of all equipment subject to such sale, transfer, lease or other disposition does not exceed $1,000,000;

        (c)  provided no Event of Default has occurred and is continuing, sales of assets (excluding Timberland Assets) for fair market value, the gross sale proceeds of which, together with the gross sale proceeds of all other assets sold, transferred, leased, contributed, or conveyed pursuant to this clause by the Company or any of its Subsidiaries does not exceed in the aggregate an amount equal to $10,000,000 in each calendar year (with any unused portion of the amount available for any calendar year allowed to be carried over to the following year); provided that the cumulative amount of such sales shall not exceed $30,000,000;

        (d)  [Intentionally omitted];

        (e)  provided no Event of Default has occurred and is continuing, exchanges of timberland for other timberland in the ordinary course of business with Persons who are not Affiliates of the Company, provided that:

(i) the timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged;

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

(iii) the aggregate fair market value of all such timberlands exchanged shall not exceed $50 million in the aggregate; and

(iv) the Collateral Agent shall have received, for the benefit of the Banks and the Noteholders, the Mortgages and other documents required by Section 2.13 hereof for the timberlands received in exchange.

provided, however, that any exchange permitted by this subsection 3.2(e) may be in the form of a tax deferred exchange so long as such tax deferred exchange is completed within 180 days;

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

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

        (ii)  the Agent shall have received a certificate from a Responsible Officer in substantially the form of Schedule 1.1B-3.2(f)(ii) (excluding the sale of that property generally referred to as Inland Tree Farms); and

        (iii)  the Company shall prepay the outstanding principal in respect of the Obligations in an amount equal to 100% of the Net Proceeds of such disposition and such Net Proceeds shall be applied in accordance with the terms of the Intercreditor Agreement, if applicable, the Note Purchase Agreements and the Facility A Credit Agreement;

and

        (g)  dispositions of assets permitted under subsection 3.3.

Section 3.3 Consolidations and Mergers.

        The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that any wholly-owned Subsidiary of the Company may (i) merge with the Company, provided that the Company (A) shall be the continuing or surviving partnership and (B) shall have a consolidated net worth immediately following such merger equal to or greater than the consolidated net worth of the Company immediately preceding such merger, (ii) sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or (iii) merge with any other wholly-owned Subsidiary of the Company, provided that the surviving Subsidiary shall have a consolidated net worth immediately following such merger equal to or greater than the consolidated net worth of the surviving Subsidiary immediately preceding such merger; provided, however, in each case (A) no Default or Event of Default exists or shall result from such merger or sale and (B) immediately after such merger or sale, the ratios of (1) Pro Forma Consolidated Cash Flow to Pro Forma Interest Expense is greater than 2.50 to 1.00, and (2) Pro Forma Consolidated Cash Flow to Pro Forma Maximum Debt Service is greater than 1.25 to 1.00.

Section 3.4 Harvesting Restrictions.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, in any calendar year, commencing with 2002, harvest timber or sell standing timber on its or any Subsidiary's timberlands in excess of Planned Volume as of the last day of such calendar year unless, (i) the Company shall prepay the outstanding principal in respect of the Obligations in an amount equal to 100% of the Net Proceeds of 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) and such Net Proceeds shall be applied in accordance with the terms of the Intercreditor Agreement, if applicable, the Note Purchase Agreements and the Facility A Credit Agreement and (ii) the Agent shall have received a certificate from a Responsible Officer in substantially the form of Schedule 1.1B—3.4. "Planned Volume" shall mean 200,000,000 board feet of timber, as decreased from year to year by the same percentage that the Annual Timber Decrease for each calendar year effective on the Effective

Date 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 the amount, in board feet, by which the number of board feet of timber sold by the Company and its Subsidiaries (excluding any amount of timber sold pursuant to the sale of the properties generally referred to as the Inland Tree Farm) 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 the date of the last disposition of any timber sold by the Company and its subsidiaries (excluding any disposition of timber sold pursuant to the sale of the properties generally referred to as the Inland Tree Farm) in any calendar year.

Section 3.5 Loans and Investments.

        The Company shall not purchase or acquire or make any commitment for, or suffer or permit any of its Subsidiaries to purchase or acquire, or make any commitment for, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisition, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Company, except for:

        (a)  investments of the type specified in, and in accordance with the requirements and limitations of, the Investment Policy;

        (b)  the loans existing on the Third Amendment Effective Date and set forth on Schedule 1.1B—3.5;

        (c)  extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or from sale of assets sold in compliance with Section 3.2;

        (d)  extensions of credit by the Company to any of its wholly-owned Subsidiaries or by any of its Subsidiaries to another of its wholly-owned Subsidiaries or the Company;

        (e)  advances or deposits in the ordinary course of business to owners of timber or timberlands to acquire the right to harvest timber;

        (f)    Acquisitions that become wholly-owned Subsidiaries in exchange for equity of the Company; and

        (g)  investments or Acquisitions not otherwise permitted hereunder in a Person as long as (x) such investments or Acquisitions are made with the Net Proceeds of dispositions of assets pursuant to Subsection 3.2(c), (y) after giving effect to such investment or Acquisition, the Company remains engaged solely in a Permitted Business on a consolidated basis and (z) such Person is domiciled in, and substantially all of its assets are located in, the United States or Canada.

Section 3.6 Limitation on Indebtedness

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

        (a)  Indebtedness incurred pursuant to the Facility A Credit Agreement (and any refunding or refinancing thereof that constitutes a Permitted Refinancing as defined in the Intercreditor Agreement);

        (b)  Indebtedness incurred pursuant to the Senior Notes;

        (c)  [Intentionally omitted]

        (d)  Indebtedness existing on the Third Amendment Effective Date and set forth on Schedule 1.1B—3.6;

        (e)  Indebtedness secured by Liens permitted by subsection 3.1(i) or subsection 3.1(j);

        (f)    other unsecured Indebtedness provided that the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $10,000,000 and provided further that such Indebtedness is expressly subordinate to the Obligations hereunder by subordination provisions reasonably acceptable to the Bank Agent and the Required Noteholders;

        (g)  Indebtedness incurred pursuant to the Working Capital Facility; provided, however, the principal amount outstanding under such Facility shall not exceed $55,000,000 at any time; and

        (h)  obligations consisting of trade payables entered into in the ordinary course of business on ordinary terms.

Section 3.7 Transactions with Affiliates.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Company, except upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not an Affiliate of the Company or such Subsidiary. The Company shall be entitled to reimburse the Managing General Partner for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company (including without limitation salary, bonus, incentive compensation, and other amounts paid to any Person to perform services for the Company or for the Managing General Partner in the discharge of its duties to the Company) and (ii) all other necessary or appropriate expenses reasonably allocable to the Company or otherwise reasonably incurred by the Managing General Partner in connection with operating the Company's business (including expenses allocated to the Managing General Partner by its Affiliates and, for so long as Fremont Group, Inc., owns an interest in the Managing General Partner, an annual fee of $100,000, payable semi-annually in arrears, in consideration of management services).

Section 3.8 Use of Proceeds.

        (a)  The Company shall not, and shall not suffer or permit any of its Subsidiaries to, use any portion of the proceeds of the Loans or the Senior Notes, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of the Company or others incurred to purchase or carry Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.

        (b)  The Company shall not and shall not suffer or permit any of its Subsidiaries to use any portion of the proceeds of the Loans or the Senior Notes, directly or indirectly, (i) knowingly to purchase Ineligible Securities from a Section 20 Subsidiary during any period in which such Section 20 Subsidiary makes a market in such Ineligible Securities, (ii) knowingly to purchase during the underwriting or placement period Ineligible Securities being underwritten or privately placed by a Section 20 Subsidiary, or (iii) to make payments of principal or interest on Ineligible Securities underwritten or privately placed by a Section 20 Subsidiary and issued by or for the benefit of the Company or any Affiliate of thc Company. As used in this Section, "Section 20 Subsidiary" means the Subsidiary of the bank holding company controlling any Bank, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities; and "Ineligible Securities" means securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (as 12 U.S.C. § 24, Seventh), as amended.

Section 3.9 Contingent Obligations.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except:

        (a)  endorsements for collection or deposit in the ordinary course of business;

        (b)  [Intentionally omitted]

        (c)  Contingent Obligations of the Company and its Subsidiaries existing as of the Third Amendment Effective Date and set forth on Schedule 1.1B—3.9; and

        (d)  Contingent Obligations of the Company under timber harvest and log procurement contracts to acquire timber from private and government owners in the ordinary course of business and reimbursement obligations with respect to bonds issued to secure the Company's performance thereunder.

Section 3.10 Joint Ventures.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any Joint Venture.

Section 3.11 Restricted Payments.

        The Company shall not, and shall not suffer or permit any Subsidiary to, declare or make any limited partner or general partner distribution or dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any, limited or general partnership interest or shares of any class of capital stock, or purchase, redeem or otherwise acquire for value any partnership interest or shares of capital stock or any warrants, rights or options to acquire such partnership interest or shares, now or hereafter outstanding (each a "Restricted Payment"); except that: (a) the Company may declare and make distributions payable solely in general or limited partnership interests or units; (b) [intentionally omitted]; and (c) Subsidiaries of the Company may declare and make dividends or distributions to the Company.

Section 3.12 Change in Business.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, engage in any material line of business other than a Permitted Business. The Company shall not suffer or permit the Managing General Partner to engage in any business other than being the general partner of the Company, the managing general partner of the Master Partnership or the general partner in any other Subsidiary of the Master Partnership.

Section 3.13 Fiscal Year Changes.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, change the fiscal year of the Company or of any of its Subsidiaries.

Section 3.14 Amendments to Agreements.

        (a)  The Company shall not, and shall not suffer or permit any of its Subsidiaries to, amend, modify, supplement, waive or otherwise modify any of the terms and provisions contained in the Company Partnership Agreement, the Master Partnership Agreement (or any document executed or delivered in connection with such Partnership Agreements), or the partnership certificate of the Company or the Master Partnership, if such amendment, supplement or other modification shall impair the Company's ability to perform its obligations under the Loan Documents or increase any of its financial obligations to any of its general or limited partners or to any Affiliate.

        (b)  The Company shall not amend or modify any term or provision contained in the Facility A Credit Agreement, Facility B Credit Agreement and any of the Note Purchase Agreements or

any of the Senior Notes without the written consent of the Required Noteholders and the Required Banks; provided, however, that nothing in this Section 3.14 shall, or shall be deemed to, affect the voting requirements set forth in each such agreements for such amendments and modifications.

        (c)  The Company shall not amend or modify any term or provision contained in the Working Capital Facility (other than the Facility B Credit Agreement) in a manner that would cause such facility to fail to constitute a Working Capital Facility as defined herein without the written consent of the Required Noteholders and the Required Banks; provided, however, that nothing in this Section 3.14 shall, or shall be deemed to, affect the voting requirements set forth in such agreement for such amendments and modifications or prevent the Company from obtaining an increase in the commitment under such facility to the maximum amount permitted under Section 3.6 hereof.

Section 3.15 Financial Covenants.

(a) Minimum Adjusted EBITDA. Until the earlier of the Leverage Ratio Trigger Date and December 31, 2003, Adjusted EBITDA, as of the last day of each fiscal quarter set forth below, shall be greater than or equal to:

(i)

for the fiscal quarter period ending on June 30, 2002 on an annualized basis, $35,400,000;



(ii)

for the two fiscal quarter period ending on September 30, 2002 on an annualized basis, $34,900,000;



(iii)

for the three fiscal quarter period ending on December 31, 2002 on an annualized basis, $33,600,000;



(iv)

for the four fiscal quarter period ending on March 31, 2003, $35,400,000;



(v)

for the four fiscal quarter period ending on June 30, 2003, $41,300,000;



(vi)

for the four fiscal quarter period ending on September 30, 2003, $45,700,000;



(vii)

for the four fiscal quarter period ending on December 31, 2003, $46,300,000;

provided that if the Company or its Subsidiaries sells assets at any time during the period commencing on January 1, 2003 and ending on December 31, 2003, the minimum amounts of Adjusted EBITDA required under clauses (iv), (v), (vi) and (vii) above would be reduced by $1,000,000 for every 100,000,000 board feet of timber sold.

(b) Maximum Leverage Ratio. If the Leverage Ratio Trigger Date occurs before June 30, 2003, the Company shall comply with clause (i) below and shall not be required to comply with clause (ii) below. If the Leverage Ratio Trigger Date occurs after June 30, 2003, then commencing on the earlier of December 31, 2003 and the Leverage Ratio Trigger Date, the Company shall comply with clause (ii) below and shall not be required to comply with clause (i) below.

        (i)    The Company shall not permit the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company ending during any of the periods set forth below to exceed the ratio indicated for such period:

Period	Maximum Leverage Ratio
Leverage Ratio Trigger Date to June 30, 2003	10.50 to 1:0
July 1, 2003 to December 31, 2003	9.00 to 1.0
January 1, 2004 to March 31, 2004	8.25 to 1.0
April 1, 2004 to June 30, 2004	7.50 to 1.0
July 1, 2004 to September 30, 2004	7.00 to 1.0
October 1, 2004 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	6.00 to 1.0
July 1, 2005 and all times thereafter	6.75 to 1.0

provided that if the Company and its Subsidiaries sell assets totaling 600,000,000 board feet of timber in the aggregate during the first six months of calendar year 2005, the following ratios will apply to the corresponding periods set forth above from and after the date of such sale:

Period	Maximum Leverage Ratio
January 1, 2005 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	4.75 to 1.0
July 1, 2005 and all times thereafter	5.25 to 1.0

        (ii)  The Company shall not permit the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company ending during any of the periods set forth below to exceed the ratio indicated for such period:

Period	Maximum Leverage Ratio
Leverage Ratio Trigger Date to December 31, 2003	9.00 to 1:0
January 1, 2004 to March 31, 2004	8.25 to 1.0
April 1, 2004 to June 30, 2004	7.50 to 1.0
July 1, 2004 to September 30, 2004	7.00 to 1.0
October 1, 2004 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	6.00 to 1.0
July 1, 2005 and all times thereafter	6.75 to 1.0

provided that if the Company and its Subsidiaries sell assets totaling 600,000,000 board feet of timber in the aggregate during the first six months of calendar year 2005, the following ratios will apply to the corresponding periods set forth above from and after the date of such sale:

Period	Maximum Leverage Ratio
January 1, 2005 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	4.75 to 1.0
July 1, 2005 and all times thereafter	5.25 to 1.0

(c) Capital Expenditures. The Company and its Subsidiaries shall not make or commit to make Capital Expenditures during any fiscal year in excess of $10,000,000 (the "Maximum Capital Expenditures Amount"), provided that the Maximum Capital Expenditures Amount for any fiscal year of the Company shall be increased by an amount equal to the excess, if any, of the Maximum Capital Expenditures Amount for the previous fiscal year of the Company (prior to any adjustment in accordance with this proviso) over the actual amount of Capital Expenditures for such previous fiscal year. The Maximum Capital Expenditures Amount for fiscal year 2003 shall be reduced by $450,000 for each 100,000,000 board feet of timber sold during fiscal year 2003 (excluding the sale of that property known as the Inland Tree Farm) with such decrease to carry over to subsequent fiscal years. The Maximum Capital Expenditures Amount for fiscal year 2004 shall be reduced by $150,000 for each 100,000,000 board feet of timber sold during fiscal year 2004 and each fiscal year thereafter with any such decrease to carry over to subsequent fiscal years.

Section 3.16 Payment of Dividends.

        The Company will not and will not permit any Subsidiary to enter into any agreement which restricts the ability of any Subsidiary to declare any dividend or to make any distribution on any interest of such Subsidiary, provided that the limited partnership agreement of any Subsidiary which is a limited partnership may limit the amount of any distribution by such Subsidiary to the amount of available cash for such Subsidiary for the period in respect of which such distribution is being made.

ARTICLE IV
EVENTS OF DEFAULT

Section 4

Section 4.1 Events of Default.

        Any of the following shall constitute an "Event of Default":

        (a)  The Company fails to pay, (i) when and as required to be paid by the Loan Documents, any amount of principal of any Loan or the Senior Notes or (ii) within 5 days after the same becomes due, any interest, fee or any other amount payable or under any Loan Document; or

        (b)  The Company fails to satisfy any obligation under the Note Purchase Agreements in respect of a Make-Whole Amount; or

        (c)  Any representation or warranty by the Company, any Partner Entity or any of its Subsidiaries made or deemed made in any Loan Document, or which is contained in any certificate, document or financial or other statement by such Person, or any Responsible Officer, furnished at any time under any Loan Document is incorrect in any material respect on or as of the date made or deemed made; or

        (d)  The Company fails to perform or observe any term, covenant or agreement contained in any of Section 2.3 or 2.9 or in Article III hereof; or

        (e)  The Company fails to perform or observe any other term or covenant contained in this Schedule of Uniform Covenants and Events of Default or any Loan Document, and such default shall continue unremedied for a period of 20 days after the earlier of (i) the date upon which a Responsible Officer knew or reasonably should have known of such failure or (ii) the date upon which written notice thereof is given to the Company by the Agent or any Applicable Party; or

        (f)    An "Event of Default" shall exist as that term is defined in the Working Capital Facility and shall not have been waived or cured; or

        (g)  The Company or any of its Subsidiaries (i) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition described in clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (2) any Termination Event (as so defined) as to which the Company or any Subsidiary is an Affected Party (as so defined), and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $5,000,000; or

        (h)  The Company, any Partner Entity, or any of their Subsidiaries (i) ceases or fails to be Solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any

Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or

        (i)    (i) Any involuntary Insolvency Proceeding is commenced or filed against the Company, any Partner Entity or any of their Subsidiaries, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of such Person's properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; (ii) the Company, any Partner Entity or any of their Subsidiaries admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Company, any Partner Entity or any of their Subsidiaries acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business; or

        (j)    (i) An ERISA Event occurs with respect to a Pension Plan which has resulted or could reasonably be expected to result in liability of either Company under Title IV of ERISA to the Pension Plan or the PBGC in an aggregate amount in excess of $5,000,000; or (ii) the commencement or increase of contributions to, or the adoption of or the amendment of a Pension Plan by the Company or any ERISA Affiliate which has resulted or could reasonably be expected to result in an increase in Unfunded Pension Liability among all Pension Plans in an aggregate amount in excess of $5,000,000; or

        (k)  One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered against the Company or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $5,000,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 30 consecutive days after the entry thereof; or

        (l)    Any non-monetary judgment, order or decree is entered against the Company or any of its Subsidiaries which does or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

        (m)  Without the prior written consent of the Applicable Required Parties, Peter W. Stott shall cease to be the Chief Executive Officer or the Chairman of the Managing General Partner or the Master Partnership shall cease to be the sole limited partner of the Company; or

        (n)  There occurs a Material Adverse Effect; or

        (o)  The Agent or any Applicable Party shall receive notice from the Independent Auditor that the Agent and the Applicable Parties should no longer use or rely upon any audit report or other financial data provided by the Independent Auditor.

ARTICLE V
INDEMNITY

Section 5

Section 5.1 General Indemnity.

        (a)  Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify, defend and hold the Indemnified Persons harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable attorneys fees and expenses) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Obligations and the termination, resignation or replacement of the Bank Agent, Holders Agent or replacement of any Bank or Noteholder) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of the Facility A Credit Agreement, the 1996 Amended and Restated Credit Agreement, the Initial 1996 Amended and Restated Credit Agreement, the 1995 Amended and Restated Credit Agreement, the Original Credit Agreement (each as defined in the Facility A Credit Agreement), any of the Note Purchase Agreements, any of the Senior Notes or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of the Facility A Credit Agreement, the Original Credit Agreement, the Initial 1996 Amended and Restated Credit Agreement, the 1996 Amended and Restated Credit Agreement, the 1995 Amended and Restated Credit Agreement, any of the Note Purchase Agreements, any of the Senior Notes or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Company shall not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting from the gross negligence or willful misconduct of such Indemnified Person.

        (b)  The obligations in this Section 5.1 shall survive payment of all other Obligations and any assignment and delegation by an Applicable Party. At the election of any Indemnified Person, the Company shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of the Company. All amounts owing under this Section 5.1 shall be paid within 30 days after demand.

Section 5.2 Environmental Indemnity.

        (a)  The Company agrees, at its sole cost and expense, to defend (with attorneys reasonably satisfactory to the Bank Agent and the Required Noteholders), protect, indemnify and hold harmless the Indemnified Persons from and against any and all liabilities, obligations (including removal and remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages, which consequential or punitive damages do not result from an Indemnified Person's gross negligence or willful misconduct), penalties, actions, judgments, suits, orders (whether administrative or judicial), consent decrees, claims, costs, expenses and disbursements (including reasonable consultants' fees and disbursements and including all reasonable attorneys' fees whether incurred in a suit or action or any appeals from a judgment or decree therein or in connection with non-judicial action) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against any Indemnified Person, the Company or its Subsidiaries directly or indirectly based on, or arising or resulting from (i) the actual or alleged presence or Release of any Hazardous Material on the properties of the Company or its Subsidiaries or the removal, handling, transportation, disposal or storage of such Hazardous Material, (ii) any Environmental Claim with respect to the properties of the Company or its Subsidiaries, or (iii) any failure to comply, and the resulting cost to come into compliance, with any applicable Environmental Law with respect to the properties of the Company or its Subsidiaries and the requirements of any permits issued under such Environmental Laws (collectively, the "Indemnified Matters"), regardless of when such Indemnified Matters arise, but excluding as to any Indemnified Person any Indemnified Matter resulting directly from gross negligence or willful misconduct by such Indemnified Person or its representative. To the extent that this indemnity is unenforceable because it violates any law or public policy, the Company agrees to contribute the maximum portion that it is permitted to contribute under applicable law to the payment and satisfaction of all Indemnified Matters;

        (b)  The Company hereby waives, releases and covenants not to bring any demand, claim, cost recovery action or lawsuit it may now or hereafter have or accrue against any Indemnified Person arising from the subject matter of an Indemnified Matter, except as a direct result of the gross negligence or willful misconduct of such Indemnified Person;

        (c)  The Company agrees to reimburse each Indemnified Person for all sums paid and costs incurred by each Indemnified Person with respect to any Indemnified Matter, within ten (10) Business Days following written demand therefor, with interest thereon at the applicable rate for obligations of the Applicable Party plus 2% from the initial date of such written demand, if not paid within such ten (10) Business Day period; and

        (d)  Should any Indemnified Person institute any action or proceeding at law or in equity, or in arbitration, to enforce any provision of the above indemnification (including an action for declaratory relief or for damages by reason of an alleged breach of any provision of the above indemnification) or otherwise in connection with the above indemnification, it shall be entitled to recover from the Company its reasonable fees and disbursements incurred in connection therewith if it is the prevailing party in such action or proceeding.

        (e)  The obligations in this Section 5.2 shall survive payment of all other Obligations and any assignment and delegation by an Applicable Party.

[Schedules to follow]

Schedule 1.1B—1.1(a)

FORM OF OFFICER'S COMPLIANCE CERTIFICATE

[Date of Delivery]

        I,                        ,                         of Crown Pacific Limited Partnership (the "Company") hereby certify that, to the best of my knowledge and belief, with respect to that certain Schedule of Uniform Covenants and Events of Default as amended, modified, restated or supplemented from time to time, the "Uniform Covenants" attached to and made a part of [that certain Amended and Restated Credit Agreement, entered into as of December 1, 1999, by and among the Company, the financial institutions from time to time party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Bank Agent, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association, as Co-Agents as amended, supplemented, modified, restated, replaced or renewed from time to time] or [that certain Note Purchase Override Agreement between the Company and the Noteholders party thereto dated as of April 19, 2002 among the Company, the Noteholders and, for the purposes of agreeing to Section 6.11 thereof, the Partner Entities as amended, supplemented modified, restated or renewed from time to time]. All of the defined terms in the Uniform Covenants are incorporated herein by reference) among the Company and the Applicable Parties:

a.

The company-prepared financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from normal year-end audit adjustments;



b.

Since                        (the date of the last similar certification, or, if none, April 19, 2002) no Default or Event of Default has occurred under the Credit Agreement or any of the Note Purchase Agreements;



c.

Attached hereto as Schedule 1 are calculations demonstrating compliance by the Company and its Subsidiaries with the financial covenants contained in Section 3.15 of the Schedule of Uniform Covenants and Events of Default as of the end of the fiscal period referred to above.

        IN WITNESS WHEREOF, I have hereunto set my hand to this certificate in my capacity as    of the Company as of the date first written above.

CROWN PACIFIC LIMITED PARTNERSHIP

By:

Name:

Title:

Attachment to Officer's Certificate

Computation of Financial Covenants

For the Quarter/Year ended                        ("Statement Date")

($ in 000's)

II. Section 3.15(b)—Minimum Adjusted EBITDA.

NOTE: EBITDA shall be computed without giving effect to extraordinary items or reductions in consolidated net income due to payments of Make-Whole Amounts in respect of any Indebtedness and excluding EBITDA contributed during such period from operations commonly known as Inland Tree Farm South, Inland Tree Farm North, Prineville, Coeur d'Alene and Bonners Ferry.

A.	Consolidated net income (or net loss) for such period:	$
B.	All amounts treated as expenses for depreciation, depletion and interest and the amortization of intangibles of any kind to the extent included in the determination of consolidated net income (or loss) for such period:	$
C.	All accrued taxes on or measured by income to the extent included in the determination of consolidated net income (or loss) for such period:	$
D.	All non-cash items deducted in the calculation of consolidated income (or loss) for such period:	$
E.	All other non-cash items added in the calculation of consolidated net income (or loss) for such period:	$
F.	Adjusted EBITDA (A. plus B. plus C. plus D. minus E.):	$
G.	Minimum Adjusted EBITDA for such period:	$

II. Section 3.15(b)—Leverage Ratio.

A.	Aggregate stated balance sheet amount of all Indebtedness of the Company and its Subsidiaries (excluding Facility B Loans), determined on a consolidated basis in accordance with GAAP:	$
B.	Adjusted EBITDA for the four consecutive fiscal quarters ending on the date of the financial statements delivered in connection herewith:	$
C.	Leverage Ratio (Line I.A ÷ Line II.B):		to 1.0
D.	Maximum Leverage Ratio for such period		to 1.0

Schedule 1.1B—1.1(b)

Forecasted Cash Flow

Two fiscal quarter period ended September 30, 2002	$	5,800,000
Two fiscal quarter period ended March 31, 2003	$	5,700,000
Two fiscal quarter period ended September 30, 2003	$	0
Two fiscal quarter period ended March 31, 2004	$	2,000,000
Two fiscal quarter period ended September 30, 2004	$	17,100,000
Two fiscal quarter period ended March 31, 2005	$	14,700,000
Two fiscal quarter period ended September 30, 2005	$	15,400,000

Schedule 1.1B—1.1(c)

Investment Policy

CROWN PACIFIC LIMITED PARTNERSHIP
INVESTMENT POLICY

I.    OBJECTIVES

This policy provides guidelines for the management of the Company's cash. It is essential that these assets be invested in a high quality portfolio which:

•

Preserves principal;



•

Meets liquidity needs;



•

Allows for appropriate diversification of investments; and



•

Delivers good yields in relationship to the guidelines and market conditions.

The Company seeks to avoid market risk and credit risk, and will generally sacrifice yield in the interest of safety. Care must always be taken to insure that the Company's reported financial statements are never materially affected by decreases in the market value of securities held.

II.    MATURITY OR PUT

Within the constraints provided throughout this Policy, or by addendum to this Policy, the maximum maturity or put of any investment instrument will be within two years from the purchase settlement date; however, the total portfolio must have an average maturity of less than 12 months.

III.  PERMISSIBLE INVESTMENTS

A.

Investments will be made in U.S. dollars only.



B.

The Company may own, purchase, or acquire marketable direct obligations in the following:



1.

Obligations (fixed and floating rate) issued by, or unconditionally guaranteed by, the U.S. Government, or any agency thereof, or issued by any political subdivision of any state or public agency.



2.

Commercial paper rated A-1 or better by Standard & Poor's, and P-1 or better by Moody's (or equivalent).



3.

Floating rate and fixed rate obligations of corporations, banks, and agencies including medium term notes and bonds, deposit notes, and euro dollar/yankee notes and bonds.



4.

Certificates of deposit, bankers acceptances, and time deposits of commercial banks, domestic or foreign, whose short term credit ratings are A-1/P-1 (or equivalent).



5.

Repurchase agreements collateralized by U.S. Treasury and agency securities.



6.

Insurance company funding agreements, investment contracts, or similar obligations.



7.

Asset backed and mortgage backed securities.



8.

Master notes.



9.

Taxable money market preferreds.



10.

Tax exempt securities including municipal bonds/notes, money market preferreds, and variable rate demand notes.




C.

Issuing institutions may be corporations, trusts, partnerships, or banks domiciled in the U.S., Canada, Japan, or Western Europe, or insurance companies domiciled in the U.S.

IV.  CREDIT REQUIREMENTS

Safety shall always be a primary consideration in structuring the Company's investment portfolio. Credit ratings should be tied to duration as prescribed below in order to combine safety, liquidity, and acceptable market performance:

	Minimum Credit Rating
Duration
	S&P	Moody's
6 months or less	A-	A3
6—18 months	AA	Aa2
18 months or more	AAA	Aaa

Original issue securities allowable under this policy with less than twelve months to maturity may substitute the issuer's short term credit rating if that rating is     A-1/P-1 or better.

V.    DIVERSIFICATION

To diversify risk, no more than $2 million or 10% of the portfolio can be invested with any one issuer. Exceptions are issues of the U.S. Treasury or agency securities, insured or government collateralized issues, and daily money market funds.

Schedule 1.1B—1.1(d)

Sawmill Assets

Marysville, Washington

Gilchrist, Oregon

Schedule 1.1B—1.1(e)

Timberland Assets

Those timberland assets generally referred to as:

Hamilton Tree Farm

Olympic Tree Farm

Oregon Tree Farm

Schedule 1.1B—3.1

Existing Liens

None.

Schedule 1.1B—3.2(f)(ii)

Officer's Certificate—Asset Dispositions

[Date of Delivery]

        I,                        ,                         of Crown Pacific Limited Partnership (the "Company") hereby certify that, to the best of my knowledge and belief, with respect to that certain Schedule of Uniform Covenants and Events of Default as amended, modified, restated or supplemented from time to time, the "Uniform Covenants" attached to and made a part of [that certain Amended and Restated Credit Agreement, entered into as of December 1, 1999, by and among the Company, the financial institutions from time to time party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Bank Agent, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association, as Co-Agents as amended, supplemented, modified, restated, replaced or renewed from time to time] or [that certain Note Purchase Override Agreement between the Company and the Noteholders party thereto dated as of April 19, 2002 among the Company, the Noteholders and, for the purposes of agreeing to Section 6.11 thereof, the Partner Entities as amended, supplemented modified, restated or renewed from time to time]. All of the defined terms in the Uniform Covenants are incorporated herein by reference) among the Company and the Applicable Parties:

1.	Description of asset disposition transaction (including description of assets and consideration therefor):
2.	Gross proceeds (cash, checks or other cash equivalent financial instruments) to be received by the Company and its Subsidiaries:	$
3.	All reasonable expenses incurred in connection with such disposition or sale of such property:	$
4.	Net Proceeds of disposition (Line 2 minus Line 3):	$
5.	Aggregate amount of timber owned by the Company and its Subsidiaries after giving effect to disposition:		b.f
6.	Outstanding aggregate principal balance of Senior Notes:	$
7.	Outstanding aggregate principal balance of Facility A Loans	$
8.	Outstanding aggregate principal balance of Facility A Loans and Senior Notes (Line 6 plus Line 7)	$
Sharing Allocations
9.	Portion of Net Proceeds required to be applied to the prepayment of Senior Notes in accordance with the terms of the Intercreditor Agreement (Line 4 multiplied by (Line 6 / Line 8)):	$
10.	Portion of Net Proceeds required to be applied to the prepayment of the Facility A Loans in accordance with the terms of the Intercreditor Agreement (Line 4 multiplied by (Line 7 / Line 8)):	$

        IN WITNESS WHEREOF, I have hereunto set my hand to this certificate in my capacity as    of the Company as of the date first written above.

CROWN PACIFIC LIMITED PARTNERSHIP

By:

Name:

Title:

Schedule 1.1B—3.4

Officer's Certificate—Excess Timber Harvest

[Date of Delivery]

        I,                        ,                         of Crown Pacific Limited Partnership (the "Company") hereby certify that, to the best of my knowledge and belief, with respect to that certain Schedule of Uniform Covenants and Events of Default as amended, modified, restated or supplemented from time to time, the "Uniform Covenants" attached to and made a part of [that certain Amended and Restated Credit Agreement, entered into as of December 1, 1999, by and among the Company, the financial institutions from time to time party thereto, Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Bank Agent, Union Bank of California, N.A. as Syndication Agent, and Bank of Montreal and KeyBank National Association, as Co-Agents as amended, supplemented, modified, restated, replaced or renewed from time to time] or [that certain Note Purchase Override Agreement between the Company and the Noteholders party thereto dated as of April 19, 2002 among the Company, the Noteholders and, for the purposes of agreeing to Section 6.11 thereof, the Partner Entities as amended, supplemented modified, restated or renewed from time to time]. All of the defined terms in the Uniform Covenants are incorporated herein by reference) among the Company and the Applicable Parties:

1.	Description of excess timber harvest disposition (including description of assets and consideration therefor):
2.	Gross proceeds (cash, checks or other cash equivalent financial instruments) to be received by the Company and its Subsidiaries:	$
3.	All reasonable expenses properly allocable to the harvesting of the timber constituting the harvesting of excess timber and other costs incidental thereto:	$
4.	Net Proceeds of excess timber harvest (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):	$
5.	Aggregate amount of timber owned by the Company and its Subsidiaries after giving effect to disposition:		b.f
6.	Outstanding aggregate principal balance of Senior Notes:	$
7.	Outstanding aggregate principal balance of Facility A Loans	$
8.	Outstanding aggregate principal balance of Facility A Loans and Senior Notes (Line 7 plus Line 8)	$
Sharing Allocations
9.	Portion of Net Proceeds required to be applied to the prepayment of Senior Notes in accordance with the terms of the Intercreditor Agreement (Line 4 multiplied by (Line 6 / Line 8)):	$
10.	Portion of Net Proceeds required to be applied to the prepayment of the Facility A Loans in accordance with the terms of the Intercreditor Agreement (Line 4 multiplied by (Line 7 / Line 8)):	$

        IN WITNESS WHEREOF, I have hereunto set my hand to this certificate in my capacity as    of the Company as of the date first written above.

CROWN PACIFIC LIMITED PARTNERSHIP

By:

Name:

Title:

Schedule 1.1B—3.5

Existing Loans and Investments

None.

Schedule 1.1B—3.6

Existing Indebtedness

None.

Schedule 1.1B—3.9

Existing Contingent Obligations

1.

$2,000,000 in connection with sublease to Louisiana Pacific.

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EXHIBIT 10.2

SCHEDULE 1.1B
ARTICLE II AFFIRMATIVE COVENANTS
ARTICLE III NEGATIVE COVENANTS
ARTICLE IV EVENTS OF DEFAULT
ARTICLE V INDEMNITY

EX-10.3

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EXHIBIT 10.3

THIRD AMENDMENT
(FACILITY B)

        THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third Amendment"), dated as of April 19, 2002, 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 Agreement (collectively, the "Banks") signatory hereto.

RECITALS

        A.    The Company, the Banks, and the Agent are parties to an Amended and Restated Credit Agreement dated as of December 1, 1999, pursuant to which the Agent and the Banks have extended certain credit facilities to the Company, as amended by that certain First Amendment to Amended and Restated Facility B Credit Agreement dated as of March 20, 2001, that certain Temporary Waiver to Amended and Restated Credit Agreement and that certain Second Amendment to Amended and Restated Facility B Credit Agreement dated as of November 7, 2001 (as so amended, the "Agreement").

        B.    The Company, the Banks, and the Agent now hereby wish to amend the 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 Agreement.

        2.    Amendments to the Agreement.

        (a)  A new definition of "Adjusted EBITDA" in the form of the definition of "Adjusted EBITDA "set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

        (b)  A new definition of "Borrowing Base" in the form of the definition of "Borrowing Base" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (c)  A new definition of "Borrowing Base Certificate" in the form of the definition of "Borrowing Base Certificate" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (d)  A new definition of "Capital Expenditures" in the form of the definition of "Capital Expenditures" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in the appropriate alphabetical order.

        (e)  The definition of "EBITDA" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety, and a new definition of "EBITDA" in the form set forth on Exhibit A hereto is substituted therefor.

        (f)    A new definition of "Eligible Inventory" in the form of the definition of "Eligible Inventory" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (g)  A new definition of "Eligible Receivables" in the form of the definition of "Eligible Receivables" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (h)  A new definition of "Leverage Ratio" in the form of the definition of "Leverage Ratio" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (i)    A new definition of "Leverage Ratio Trigger Date" in the form of the definition of "Leverage Ratio Trigger Date" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (j)    A new definition of "Net Proceeds" in the form of the definition "Net Proceeds" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (k)  The definition of "Revolving Termination Date" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety, and a new definition of "Revolving Termination Date" in the form of the definition of "Revolving Termination Date" set forth on Exhibit A hereto is substituted therefor.

        (l)    A new definition of "Third Amendment Effective Date" in the form of the definition of "Third Amendment Effective Date" set forth on Exhibit A hereto is added to Section 1.1 of the Agreement in appropriate alphabetical order.

        (m)  Subsection 2.1(a) of the Agreement is hereby deleted in its entirety, and a new Subsection 2.1(a) in the form of Subsection 2.1(a) set forth on Exhibit A hereto is substituted therefor.

        (n)  Subsection 2.3(a) of the Agreement is hereby deleted in its entirety, and a new Subsection 2.3(a) in the form of Subsection 2.3(a) set forth on Exhibit A hereto is substituted therefor.

        (o)  Subsection 2.4(a) of the Agreement is hereby deleted in its entirety, and a new Subsection 2.4(a) in the form of Subsection 2.4(a) set forth on Exhibit A hereto is substituted therefor.

        (p)  Section 2.5 of the Agreement is hereby deleted in its entirety, and a new Section 2.5 in the form of Section 2.5 set forth on Exhibit A hereto is substituted therefor.

        (q)  Section 2.6 of the Agreement is hereby deleted in its entirety, and a new Section 2.6 in the form of Section 2.6 set forth on Exhibit A hereto is substituted therefor.

        (r)  Section 2.7 of the Agreement is hereby deleted in its entirety, and a new Section 2.7 in the form of Section 2.7 set forth on Exhibit A hereto is substituted therefor.

        (s)  Section 2.10(a) of the Agreement is hereby deleted in its entirety, and a new Section 2.10 in the form of Section 2.10(a) set forth on Exhibit A hereto is substituted therefor.

        (t)    Section 3.1(a) of the Agreement is hereby deleted in its entirety, and a new Section 3.1 in the form of Section 3.1(a) set forth on Exhibit A hereto is substituted therefor.

        (u)  Subsection 5.2(e) of the Agreement is hereby deleted in its entirety, and a new Subsection 5.2(e) in the form of Subsection 5.2(e) set forth on Exhibit A hereto is substituted therefor.

        (v)  Section 7.1 of the Agreement is hereby deleted in its entirety, and a new Section 7.1 in the form of Section 7.1 set forth on Exhibit A hereto is substituted therefor.

        (w)  A new Section 7.13 of the Agreement in the form of Section 7.13 set forth on Exhibit A hereto is hereby added to the Agreement.

        (x)  Subsections 8.1(a), (i), (j), (l) and (m) of the Agreement are hereby deleted in their entireties, and new Subsections 8.1(a), (i), (j), (l), (m) and (n) in the form of Subsections 8.1(a), (i), (j), (l), (m) and (n) set forth on Exhibit A hereto are substituted therefor.

        (y)  Section 8.2 of the Agreement is hereby deleted in its entirety, and a new Section 8.2 in the form of Section 8.2 set forth on Exhibit A hereto is substituted therefor.

        (z)  Section 8.3 of the Agreement is hereby deleted in its entirety, and a new Section 8.3 in the form of Section 8.3 set forth on Exhibit A hereto is substituted therefor.

        (aa) Section 8.4 of the Agreement is hereby deleted in its entirety, and a new Section 8.4 in the form of Section 8.4 set forth on Exhibit A hereto is substituted therefor.

        (bb) Section 8.5 of the Agreement is hereby deleted in its entirety, and a new Section 8.5 in the form of Section 8.5 set forth on Exhibit A hereto is substituted therefor.

        (cc) Section 8.6 of the Agreement is hereby deleted in its entirety, and new Section 8.6 in the form of Section 8.6 set forth on Exhibit A hereto is substituted therefor.

        (dd) Section 8.9 of the Agreement is hereby deleted in its entirety, and new Section 8.9 in the form of Section 8.9 set forth on Exhibit A hereto is substituted therefor.

        (ee) Section 8.10 of the Agreement is hereby deleted in its entirety, and new Section 8.10 in the form of Section 8.10 set forth on Exhibit A hereto is substituted therefor.

        (ff)  Section 8.11 of the Agreement is hereby deleted in its entirety, and new Section 8.11 in the form of Section 8.11 set forth on Exhibit A hereto is substituted therefor.

        (gg) Section 8.15 of the Agreement is hereby deleted in its entirety, and a new Section 8.15 in the form of Section 8.15 set forth on Exhibit A hereto is substituted therefor.

        (hh) Section 8.16 of the Agreement is hereby deleted in its entirety.

        (ii)  Section 8.17 of the Agreement is hereby deleted in its entirety.

        (jj)  Section 11.1 of the Agreement is hereby deleted in its entirety, and a new Section 11.1 in the form of Section 11.1 set forth on Exhibit A hereto is substituted therefor.

        (kk) Section 11.6 of the Agreement is hereby deleted in its entirety, and a new Section 11.6 in the form of Section 11.6 set forth on Exhibit A hereto is substituted therefor.

        (ll)  Schedule 1.1 to the Agreement is hereby deleted in its entirety, and a new Schedule 1.1 in the form of Schedule 1.1 attached hereto is substituted therefor.

(mm) Schedule 2.7 to the Agreement is hereby deleted in its entirety.

        (nn) A new Schedule 7.1(j) in the form of Schedule 7.1(j) attached hereto is hereby added to the Agreement.

        (oo) Schedule 8.1 to the Agreement is hereby deleted in its entirety, and a new Schedule 8.1 in the form of Schedule 8.1 attached hereto is substituted therefor.

        (pp) Schedule 8.2(f)(ii) to the Agreement is hereby deleted in its entirety.

        (qq) Schedule 8.4 to the Agreement is hereby deleted in its entirety.

        (rr)  Schedule 8.5 to the Agreement is hereby deleted in its entirety, and a new Schedule 8.5 in the form of Schedule 8.5 attached hereto is substituted therefor.

        (ss)  Schedule 8.6 to the Agreement is hereby deleted in its entirety, and a new Schedule 8.6 in the form of Schedule 8.6 attached hereto is substituted therefor.

        (tt)  Schedule 8.9 to the Agreement is hereby deleted in its entirety, and a new Schedule 8.9 in the form of Schedule 8.9 attached hereto is substituted therefor.

        (uu) Schedule 11.2 to the Agreement is hereby amended to add the following language at the end of the address for notices for Crown Pacific Limited Partnership: "and Roger L. Krage, General Counsel, Telephone (503) 274-2300, Facsimile: (503) 228-4875."

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

        (a)  Upon giving effect to this Third Amendment as of the Third Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

        (b)  The execution, delivery and performance by the Company of this Third Amendment have been duly authorized by all necessary partnership 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 Agreement as amended by this Third 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.

        (c)  Upon giving effect to this Third Amendment as of the Third Amendment Effective Date, all representations and warranties of the Company contained in the Agreement are true and correct in all material respects except (i) to the extent such representations and warranties specifically relate to an earlier date or (ii) as otherwise disclosed on Schedule Amend-3(c).

        (d)  The Company is entering into this Third 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.    Third Amendment Effective Date.    This Third Amendment will become effective on April 19, 2002 or the first Business Day thereafter as of which each of the following conditions precedent has been satisfied (the "Third Amendment Effective Date"):

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

        (b)  The "Third Amendment Effective Date" as defined in the Third Amendment to the Facility A Credit Agreement of even date herewith has occurred or is occurring contemporaneously as of the Third Amendment Effective Date hereunder.

        (c)  The Agent has received the opinions of Skadden, Arps, Slate, Meagher & Flom LLP, as special counsel to the Company, and Ball Janik LLP, as special counsel to the Company and the Partner Entities (other than Fremont), addressed to the Agent and the Banks, substantially in the forms attached as Exhibits B and C hereto.

        (d)  The Company shall have paid to the Agent, for application to the payment and/or prepayment of the Facility A Loans and the Facility B Loans, an amount equal to $64,734,356; provided that satisfaction of the corresponding condition precedent in the Third Amendment to the Facility A Credit Agreement dated as of the date hereof shall be deemed to satisfy this condition precedent.

        (e)  The Company shall have paid to the Agent (or to such party as the Agent directs), its reasonable legal and non-legal expenses incurred through the date hereof in connection with this Third Amendment including the reasonable legal fees and expenses of Moore & Van Allen, PLLC, as counsel to the Agent and the fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Agent's counsel; provided that satisfaction of the corresponding condition precedent in the Third Amendment to the Facility A Credit Agreement dated as of the date hereof shall be deemed to satisfy this condition precedent.

        (f)    The Company shall have funded the retainer required by Section 8 hereof to the reasonable satisfaction of the Agent.

        (g)  The Company shall have delivered to the Agent a Borrowing Base Certificate as of March 31, 2002 in substantially the form of Schedule 7.1(j) and certified by a Responsible Officer of the Company to be true and correct as of such date.

        (h)  The Company shall have delivered to the Agent a fully executed copy of that certain Intercreditor Agreement dated as of the date hereof among the Company, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, Bank of America, N.A., as Agent for the Banks from time to time party to the Facility A Credit Agreement, the Banks party to the Facility A Credit Agreement, and the holders of the Senior Notes.

        (j)    The Company shall have paid to the Agent, for the ratable benefit of the Banks, a restructuring fee equal to $100,000.

        5.    Application of Proceeds.    Notwithstanding any provision to the contrary contained in the Agreement or the Facility A Credit Agreement, the Company and the Banks hereby acknowledge and agree that the amounts delivered to the Agent as contemplated by Section 4(d) of this Third Amendment shall be applied as follows: (i) $10,000,000 to the Facility B Loans, in the manner contemplated by Section 2.7(a)(i)(C) of the Agreement (as amended by this Third Amendment), but without any reduction in the Aggregate Commitment thereunder and (ii) $54,734,356 to the Facility A Loans, in the manner contemplated by Section 2.7(a)(i)(D) of the Facility A Credit Agreement (as amended by the Third Amendment thereto of even date herewith) with a corresponding permanent reduction in the Aggregate Commitment and the Commitment of each Bank party thereto.

        6.    Reservation of Rights.    The Company acknowledges and agrees that the execution and delivery by the Agent and the Banks of this Third 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.    Release.    Each of the Company and the Partner Entities hereby releases the Agent, the Banks, and the Agent's and the Banks' respective officers, employees, representatives, Affiliates, advisors, agents, managers, counsel, and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof.

        8.    Retainers.    The Company shall pay to the Agent (or to such other person as the Agent directs) $100,000 to serve as a retainer for the payment of the reasonable fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Agent's counsel.

        9.    Waiver.    The Banks hereby waive any Default or Event of Default that may exist as a result of the Company's failure to provide the audited financial statements required by Section 7.1(a) of the Agreement for the fiscal year ended December 31, 2001; provided, however that an Event of Default shall exists under the Agreement if the audited financial statements required by Section 7.1(a) of the Agreement are not delivered to the Agent on or before April 22, 2002. This is a one-time waiver given only for the limited purposes set forth herein and shall be effective only in the specific circumstances provided for above.

        10.    Miscellaneous.

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

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

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

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

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

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

        (h)  This Third Amendment is a Loan Document executed pursuant to Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Agreement.

[signature pages follow]

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

CROWN PACIFIC LIMITED PARTNERSHIP
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
	By:	HS CORP. OF OREGON, its General Partner
		By:
		Name:
		Title:

BANK OF AMERICA, N.A.,
as Agent

By:

Name:

Title:

BANK OF AMERICA, N.A.,
as Issuing Bank, Swingline Bank and a Bank

By:

Name:

Title:

UNION BANK OF CALIFORNIA, N.A.,
as Syndication Agent and as a Bank

By:

Name:

Title:

BANK OF MONTREAL,
as Co-Agent and as a Bank

By:

Name:

Title:

KEYBANK NATIONAL ASSOCIATION,
as Co-Agent and as a Bank

By:

Name:

Title:

ABN AMRO BANK, N.V.

By:

Name:

Title:

SUNTRUST BANK

By:

Name:

Title:

WELLS FARGO BANK, N.A.

By:

Name:

Title:

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:

Title:

BNP PARIBAS (Successor in Interest to Paribas)

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

BANK HAPOALIM B.M.

By:

Name:

Title:

        The undersigned parties execute this document only for the limited purpose of agreeing to the release contained in Section 7.

By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP,
	By:	HS CORP. OF OREGON, its General Partner
		By:
		Name:
		Title:
	By:	HS CORP. OF OREGON,
		By:
		Name:
		Title:

By:	FTI HOLDINGS, L.P.
	By:
		Its General Partner
			By:
			Name:
			Title:

Schedule Amend-3(c)

Exceptions to Representations and Warranties

1.

The representation and warranty in Section 6.11(b) of the Agreement is modified as follows: Since December 31, 2001, there has been no Material Adverse Effect.

2.

With respect to Section 6.7(a) of the Agreement, Schedule 6.7 is modified to delete item (a)(2). (Timber Operators Council, Inc.—Woodworkers IAM Defined Contribution Plan and Trust Coverage: eligible union employees at Coeur d'Alene, Idaho.)

3.

In connection with the representation and warranty in Section 6.23(b) of the Agreement, Attachment 1 to Schedule I of the Security Agreement is hereby replaced with Attachment 1 to Schedule I attached hereto and "Reno Lumber" is added to Item A of Schedule II.

ATTACHMENT 1 TO SCHEDULE I

Address of Property at Which
Inventory and Records are located

1. Address of Facilities

Desert Lumber 2500 Chism Street Reno, NV 89509	Desert Lumber 4950 N Berg Street North Las Vegas, NV 95682
Alliance Lumber 5770 W Northern Avenue Glendale, AZ 85303	Alliance Lumber 24610 S Rittenhouse Road Queen Creek, AZ 85242
Crown Pacific Limited Partnership 60 State Street Marysville, WA 98270	Crown Pacific Limited Partnership Gilchrist Mill No. 1. Sawmill Road P.O. Box 638 Gilchrist, OR 97737
Alliance Lumber 7400 E Adobe Drive Scottsdale, AZ 85255	Crown Pacific Limited Partnership 243701 Highway 101 West P.O. Box 2379 Port Angeles, WA 98362

2. Other Locations

(a)

Grantor's log yard and office at Milepost 77, Highway 20, P.O. Box 28, Hamilton, Washington 98225.

(b)

Various non-permanent locations on the timberlands owned by the Grantor and located in certain states listed on Attachment 2 to this Schedule I or located in such other locations with respect to which all actions necessary to maintain the Agent's security interest in such Inventory has been taken pursuant to the first sentence of Section 4.6.

(c)

On rolling stock in transit in the ordinary course of business.

(d)

Grantor's sales office at 1077 Gateway Loop, Springfield, Oregon 97477. (P.O. Box 7947, Eugene Oregon 97401.)

Exhibit A

        "Adjusted EBITDA" means EBITDA for such period excluding EBITDA contributed during such period from operations commonly known as Inland Tree Farm South, Inland Tree Farm North, Prineville, Coeur d'Alene and Bonners Ferry.

        "Borrowing Base" means, at any time, the sum of (i) 85% of Eligible Receivables, plus (ii) 60% of Eligible Inventory, in each case as set forth in the most recent Borrowing Base Certificate delivered to the Agent and the Banks in accordance with the terms of Section 7.1(j).

        "Borrowing Base Certificate" shall have the meaning assigned to such term in Section 7.1(j).

        "Capital Expenditures" means all expenditures of the Company and its Subsidiaries that, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, capital leases.

        "EBITDA" means, for any period, and determined in accordance with GAAP for the Company and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) consolidated net income (or net loss) for such period, plus (ii) all amounts treated as expenses for depreciation, depletion and interest and the amortization of intangibles of any kind to the extent included in the determination of such consolidated net income (or loss) for such period, plus (iii) all accrued taxes on or measured by income to the extent included in the determination of such consolidated net income (or loss) for such period plus (iv) other non-cash items deducted in the calculation of consolidated income (or loss) for such period, minus (v) other non-cash items added in the calculation of consolidated net income (or loss) for such period; provided, however, that EBITDA shall be computed for these purposes without giving effect to extraordinary items or reductions in consolidated net income due to payments of make-whole amounts in respect of any Indebtedness.

        "Eligible Inventory" means, as of any date of determination and without duplication, the lower of the aggregate book value (based on a FIFO or a moving average cost valuation, consistently applied) or fair market value of all raw materials and finished goods inventory owned by the Company or any of its Subsidiaries less appropriate reserves determined in accordance with GAAP but excluding in any event (i) inventory which is (a) not subject to a perfected, first priority Lien in favor of the Agent to secure the Obligations or (b) subject to any other Lien that is not a Permitted Lien, (ii) inventory which is not in good condition or fails to meet standards for sale or use imposed by governmental agencies, departments or divisions having regulatory authority over such goods, (iii) inventory which is not useable or salable at prices approximating their cost in the ordinary course of the business, (iv) inventory located outside of the United States, (v) inventory located at a location not owned by the Company or any of its Subsidiaries with respect to which the Agent shall not have received a landlord's, warehousemen's, bailee's or appropriate waiver satisfactory to the Agent, (vi) inventory which is leased or on consignment, (vii) inventory not at a location of the Company or a Subsidiary of the Company which has been disclosed to the Agent pursuant to this Credit Agreement and (viii) inventory which fails to meet such other specifications and requirements as may from time to time be established by the Agent in its good faith reasonable discretion.

        "Eligible Receivables" means, as of any date of determination and without duplication, the aggregate book value of all accounts receivable, receivables, and obligations for payment created or arising from the sale of inventory or the rendering of services in the ordinary course of business (collectively, the "Receivables"), owned by or owing to the Company or any of its Subsidiaries, net of allowances and reserves for doubtful or uncollectible accounts and sales adjustments consistent with such Person's internal policies and in any event in accordance with GAAP, but excluding in any event (i) any Receivable which is (a) not subject to a perfected, first priority Lien in favor of the Agent to secure the Obligations or (b) subject to any other Lien that is not a Permitted Lien, (ii) Receivables which are more than 60 days past due or 90 days past invoice date, (iii) 50% of the book value of any Receivable not otherwise excluded by clause (ii) above but owing from an account debtor which is the account debtor on any existing Receivable then excluded by such clause (ii), unless the exclusion by such clause (ii) is a result of a legitimate dispute by the account debtor and the applicable Receivable

is no more than 90 days past due, (iv) Receivables evidenced by notes, chattel paper or other instruments, unless such notes, chattel paper or instruments have been delivered to and are in the possession of the Agent, (v) Receivables owing by an account debtor which is not solvent or is subject to any bankruptcy or insolvency proceeding of any kind, (vi) Receivables owing by an account debtor located outside of the United States (unless payment for the goods shipped is secured by an irrevocable letter of credit in a form and from an institution acceptable to the Agent), (vii) Receivables which are contingent or subject to offset, deduction, counterclaim, dispute or other defense to payment, in each case to the extent of such offset, deduction, counterclaim, dispute or other defense, (viii) Receivables for which any direct or indirect Subsidiary or any Affiliate is the account debtor, (ix) Receivables representing a sale to the government of the United States or any agency or instrumentality thereof unless the Federal Assignment of Claims Act has been complied with to the satisfaction of the Agent with respect to the granting of a security interest in such Receivable, with or other similar applicable law, (x) stumpage receivables, and (xi) Receivables which fail to meet such other specifications and requirements as may from time to time be established by the Agent in its good faith reasonable discretion.

        "Intercreditor Agreement" means that certain Intercreditor Agreement dated as of April 19, 2002 among the Company, the Master Partnership, the Collateral Agent appointed pursuant to the terms of the Intercreditor Agreement, the Agent for the Banks under the Facility A Credit Agreement, the Banks from time to time party to the Facility A Credit Agreement and the holders of the Senior Notes as amended, supplemented modified, restated or renewed from time to time in accordance with the terms thereof.

"Leverage Ratio" means, as of the last day of any fiscal quarter of the Company, the ratio of (i) the aggregated stated balance sheet amount of all Indebtedness of the Company and its Subsidiaries (other than the Facility B Loans), determined on a consolidated basis in accordance with GAAP as at such day to (ii) Adjusted EBITDA for the four fiscal quarters of the Company ending on such day.

"Leverage Ratio Trigger Date" means the date on which the amount of timber sold (excluding the sale of timber to the extent included in the calculation of amounts harvested under Section 3.4) by the Company and its Subsidiaries since January 1, 2003 exceeds 800,000,000 board feet.

        "Net Proceeds" shall mean, in connection with any sale, transfer or other disposition of property, all cash proceeds of any such sale, transfer or other disposition net only of pro rated ad valorem taxes, any commissions due brokers not affiliated with the Company (such commissions in aggregate not to exceed 10% of the gross sales price) and reasonable and customary cash costs of closing with respect thereto (whenever paid) including sale, use or other transaction taxes paid or payable by such Person as a direct result thereof and with respect to the harvesting of excess timber by the Company or any of its Subsidiaries pursuant to Section 3.4, all reasonable cash expenses properly allocable to such harvesting of excess timber and other cash costs incidental thereto (in each case, whenever paid) including sale, use or other transaction taxes paid or payable by such Person as a direct result thereof.

        "Revolving Termination Date" means the earlier to occur of: (a) December 31, 2005 and (b) the date on which the Aggregate Commitment terminates in accordance with the provisions of this Agreement.

        "Third Amendment Effective Date" shall have the meaning assigned to such term in Section 4 of the Third Amendment to the Agreement dated as of April 19, 2002.

        2.1    Amounts and Terms of Commitments.

        (a)  Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "Syndicated Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.1 under the heading "Commitment" (such amount, as the same may be reduced under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Borrowing of Syndicated Loans, the Effective Amount of all outstanding Syndicated Loans and

Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000; (2) shall not at any time exceed the Aggregate Commitment; and (3) shall not exceed the Borrowing Base; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all Swingline Loans, if any, and all L/C Obligations shall not at any time exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under this Section 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

        2.3    Procedure for Borrowing.

        (a)  Each Borrowing of Syndicated Loans shall be made upon the Company's irrevocable written notice (which notice may be delivered telephonically and confirmed in writing on the same day) delivered to the Agent in the form of a Notice of Borrowing which notice must be received by the Agent (i) prior to 10:00 a.m. (San Francisco time) at least three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and (ii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date, in the case of Base Rate Syndicated Loans, specifying:

        (A)  the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any integral multiple of $500,000 in excess thereof;

        (B)  the requested Borrowing Date, which shall be a Business Day;

        (C)  the Type of Syndicated Loans comprising the Borrowing; and

        (D)  the duration of the Interest Period applicable to such Syndicated Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period and if the Borrowing comprises Offshore Rate Loans, such Interest Period shall be three months;

provided, however, that the Borrowing to be made on the Closing Date may comprise Offshore Rate Loans only if this Agreement has been fully executed before the giving of such notice or the Notice of Borrowing is accompanied by an indemnity letter signed by the Company and acceptable to the Agent and the Banks.

        2.4    Conversion and Continuation Elections.

        (a)  The Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.4(b):

        (i)    elect as of any Business Day, in the case of Base Rate Syndicated Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any such Syndicated Loans (or any part thereof in an aggregate minimum amount of $1,000,000, or any integral multiple of $500,000 in excess thereof) into Syndicated Loans of any other Type; or

        (ii)  elect as of the last day of the applicable Interest Period, to continue any Syndicated Loans having Interest Periods expiring on such day (or any part thereof in an aggregate minimum amount of $1,000,000, or any integral multiple of $500,000 in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such Offshore Rate Loans shall automatically convert into Base Rate Syndicated Loans, and on and after such date the right of the Company to continue such Loans as, and convert such Loans into, Offshore Rate Loans shall terminate.

        2.5    Voluntary Termination or Reduction of Commitments.

        The Company may, upon not less than five Business Days' prior notice to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum amount of $5,000,000 or any integral multiple of $5,000,000 in excess thereof, unless, after giving effect thereto and to any prepayments of Loans made on the effective date thereof, (a) the Effective Amount of all Syndicated Loans, Swingline Loans and L/C Obligations together would exceed the lesser of (i) the Aggregate Commitment then in effect, and (ii) the Borrowing Base, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Aggregate Commitment shall be applied to each Bank according to its Pro Rata Share. All accrued commitment fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Aggregate Commitment, shall be paid on the effective date of such reduction or termination.

        2.6    Optional Prepayments.

        Subject to Section 4.4, the Company may, at any time or from time to time, upon irrevocable notice (which notice may be delivered telephonically and confirmed in writing on the same day) delivered to the Agent not later than 10:00 a.m. (San Francisco time) at least three Business Days prior to such prepayment in the case of Offshore Rate Loans and not later than 8:00 a.m. (San Francisco) time on the date of such prepayment in the case of Base Rate Syndicated Loans and Swingline Loans, (i) ratably prepay Syndicated Loans in whole or in part, in minimum amounts of $1,000,000 or any integral multiple of $500,000 in excess thereof, and (ii) prepay in whole or in part Swingline Loans, in minimum principal amounts of $250,000 or any integral multiple of $100,000 in excess thereof. Such notice of prepayment shall specify (i) the date and amount of such prepayment, and (ii) whether such prepayment is of Offshore Rate Loans, Base Rate Syndicated Loans or Swingline Loans, or any combination thereof. The Agent will promptly notify each Bank of its receipt of any such notice, and of such Bank's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.4.

        2.7    Mandatory Prepayments of Loans; Mandatory Commitment Reductions.

        (a)  Mandatory Prepayments.

        (i)(A)["Intentionally omitted"].

        (B)  ["Intentionally omitted"].

        (C)  Prepayments to be made pursuant to this subsection 2.7(a)(i) shall be applied, first, to prepay any Base Rate Syndicated Loans, second, to prepay Swingline Loans, and third, 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).

        (D)  ["Intentionally omitted"].

        (E)  If at any time, the sum of the Effective Amount of all L/C Obligations plus the Effective Amount of all Syndicated Loans and Swingline Loans shall exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base, the Company shall immediately prepay the Swingline Loans and, after all Swingline Loans have been repaid, prepay the Syndicated Loans, and after all Syndicated Loans have been repaid, Cash Collateralize the L/C Obligations, in an amount sufficient to eliminate such excess.

        (b)  Mandatory Commitment Reductions.

          (i)  ["Intentionally omitted"].

        (ii)  No reduction in the Aggregate Commitment pursuant to Section 2.5 shall reduce the L/C Commitment unless and until the Aggregate Commitment has been reduced to $10,000,000;

thereafter, any reduction in the Aggregate Commitment pursuant to Section 2.5 shall equally reduce the L/C Commitment.

        (iii)  At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Aggregate Commitment which reduces the Aggregate Commitment below the then current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the Swingline Bank.

        2.10    Swingline Loans.

        (a)  Subject to the terms and conditions hereof, the Swingline Bank severally agrees to make a portion of the Aggregate Commitment available to the Company by making swingline loans (individually, a "Swingline Loan"; collectively, the "Swingline Loans") to the Company on any Business Day during the period from the Closing Date to the Revolving Termination Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $2,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Syndicated Loans and its Pro Rata Share of the L/C Obligations, may exceed the Swingline Bank's Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.10(a), as the same shall be reduced pursuant to subsection 2.7(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time shall (i) the sum of the Effective Amount of all Swingline Loans plus the Effective Amount of all Syndicated Loans plus the Effective Amount of all L/C Obligations exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be outstanding at any one time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.10(a), prepay pursuant to subsection 2.6 and reborrow pursuant to this subsection 2.10(a).

        3.1    The Letter of Credit Subfacility.

        (a)  On the terms and conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Bank shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Syndicated Loans and Swingline Loans exceeds the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base, (2) the participation of any Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of the Syndicated Loans of such Bank plus the participation of such Bank, if any, in the Effective Amount of all Swingline Loans exceeds such Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

        5.2    Conditions to all Credit Extensions.

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        (e)    Availability.    Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof) or to the issuance of such Letter of Credit, as the case may be, (i) the sum of the Effective Amount of all L/C Obligations plus the Effective Amount of all

Syndicated Loans plus the Effective Amount of all Swingline Loans shall not exceed the lesser of (x) the Aggregate Commitment and (y) the Borrowing Base, (ii) the Effective Amount of all Swingline Loans shall not exceed the Swingline Commitment, and (iii) the Effective Amount of L/C Obligations shall not exceed the L/C Commitment.

        7.1    Financial Statements.

        The Company shall deliver to the Agent, in form and detail satisfactory to the Agent and the Applicable Required Parties, with sufficient copies for each Bank:

        (a)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, identifying any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries, and accompanied by the opinion of a nationally-recognized independent public accounting firm ("Independent Auditor") which report shall state that such consolidated financial statements present fairly in all material respects the financial position results of operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Company's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement between the Applicable Parties and such Independent Auditor in form and substance satisfactory to the Applicable Required Parties;

        (b)  as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, in each case (A) setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year and (B) setting forth year to date consolidated figures and (C) identifying any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position, the results of operations and cash flows of the Company and its Subsidiaries;

        (c)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of an unaudited consolidating balance sheet of the Company and its Subsidiaries as at the end of such year and the related consolidating statement of income for such year, certified by a Responsible Officer as having been developed and used in connection with the preparation of the financial statements referred to in subsection 2.1(a);

        (d)  as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidating balance sheets of the Company and its Subsidiaries, and the related consolidating statements of income for such quarter, all certified by a Responsible Officer as having been developed and used in connection with the preparation of the financial statements referred to in subsection 2.1(b);

        (e)  as soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Master Partnership and its Subsidiaries as at the end of such year and the related consolidated statements of income or operations, partners' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the opinion of the Independent Auditor which report shall state that such consolidated financial statements present fairly in all material respects the financial position results of operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion

of the Master Partnership's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement between the Applicable Parties and such Independent Auditor in form and substance satisfactory to the Applicable Required Parties;

        (f)    as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Master Partnership and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, partners' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, in each case (A) setting forth in comparative form consolidated figures for the corresponding period of the preceding fiscal year and (B) setting forth year to date consolidated figures and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial position, the results of operations and cash flows of the Master Partnership and its Subsidiaries;

        (g)  as soon as available, but not later than January 31 of each year, a business plan which shall include (i) pro-forma financial projections of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income or operations, partner's equity and cash flows, for the five year period beginning January 1 of the year of delivery of such business plan, and (ii) timber inventories, timber harvests, lumber and other wood product shipments, projected average prices for logs and lumber by species and type, a timber log flow report and an outside timber harvest/log procurement contract summary; which projections shall be accompanied by appropriate assumptions and sufficient supporting details on which such projections are based, certified by a Responsible Officer as fairly presenting management's good faith projection of probable results for such period;

        (h)  as soon as available, but in any event within 90 days after the end of each calendar year, the report entitled "Fair Market Value of Timber Cut, determined for Section 631(a) of the Internal Revenue Code, Capital Gains Treatment" prepared with respect to the prior calendar year by Mason, Bruce and Girard, or another nationally recognized timber appraiser reasonably acceptable to the Applicable Required Parties;

        (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; and

        (j)    as soon as available, but not later than 20 days after the end of each calendar month, a certificate as of the end of the immediately preceding month, substantially in the form of Schedule 7.1(j) and certified by a Responsible Officer of the Company to be true and correct as of the date thereof (a "Borrowing Base Certificate").

        7.13    Audits/Inspections.

        Upon reasonable notice and during normal business hours, the Company will, and will cause each of its Subsidiaries to, permit representatives appointed by the Agent, including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Agent or its representatives to investigate and verify the accuracy of information provided to the Banks and to discuss all such matters with the officers, employees and representatives of such Person. The Company agrees that the Agent, and its representatives, may conduct an annual audit of the Collateral, at the expense of the Company. The Agent expects its representatives to commence such an audit within sixty (60) days of the Third Amendment Effective Date.

        8.1    Limitation on Liens.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, whether now owned or hereafter acquired, other than the following ("Permitted Liens"):

        (a)  any Lien existing on property of such Person on the Third Amendment Effective Date and set forth in Schedule 8.1;

        *****

        (i)    purchase money security interests on any property acquired or held by such Person in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that(i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the debt secured thereby does not exceed 85% (or 100% in the case of capital leases) of the cost of such property, and (iv) the aggregate outstanding principal amount of the Indebtedness secured by any and all such purchase money security interests, together with the aggregate principal component of any and all capital lease obligations secured by Liens permitted under subsection 8.1(j), shall not at any time exceed $10,000,000;

        (j)    Liens securing obligations in respect of capital leases on assets subject to such leases, provided that the aggregate outstanding principal component of capital lease obligations secured by any and all such Liens, together with the aggregate outstanding principal amount of the Indebtedness secured by any and all purchase money security interests permitted under subsection 8.1(i), shall not at any time exceed $10,000,000;

        *****

        (l)    Liens securing Contingent Obligations of less than $1,000,000 in the aggregate at any time and otherwise permitted under Subsection 8.9(d);

        (m)  other Liens that secure claims or Indebtedness otherwise permitted under Section 8.6 of less than $1,000,000 in the aggregate and that exist no more than 10 days before being released or terminated; and

        (n)  Liens securing the obligations under the Facility A Credit Agreement (and any refinancing or refunding thereof), the Senior Notes and the documents executed and delivered in connection therewith.

        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 each case, excluding the sale of timber with land) 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; provided that (i) the proceeds of such equipment are reinvested in similar equipment within six (6) months of the date of such sale, transfer, lease or other disposition, and (ii) the aggregate net book value of all equipment subject to such sale, transfer, lease or other disposition does not exceed $1,000,000;

        (c)  sales of assets other than standing timber for fair market value, the gross sale proceeds of which, together with the gross sale proceeds of all other assets sold, transferred, leased, contributed, or conveyed pursuant to this clause by the Company or any of its Subsidiaries does not exceed in the aggregate an amount equal to $10,000,000 in each calendar year (with any unused portion of the amount available for any calendar year allowed to be carried over to the

following year); provided that the cumulative amount of such sales during the term of this Agreement shall not exceed $30,000,000;

        (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, provided that:

          (i)  the timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged;

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

        (iii)  the aggregate fair market value of all such timberlands exchanged shall not exceed $50 million in the aggregate.

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;

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

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

        (ii)  at the time of such disposition, the Agent shall have received a Borrowing Base Certificate reflecting the assets of the Company upon consummation of such disposition; and

        (iii)  the Company shall comply with the requirements of the Facility A credit Agreement and the Intercreditor Agreement in respect of the Net Proceeds of such disposition;

        and

        (g)  dispositions of assets permitted under subsection 8.3.

        8.3    Consolidations and Mergers.

        The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that any wholly-owned Subsidiary of the Company may (i) merge with the Company, provided that the Company (A) shall be the continuing or surviving partnership and (B) shall have a consolidated net worth immediately following such merger equal to or greater than the consolidated net worth of the Company immediately preceding such merger, (ii) sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company, or (iii) merge with any other wholly-owned Subsidiary of the Company, provided that the surviving Subsidiary shall have a consolidated net worth immediately following such merger equal to or greater than the consolidated net worth of the surviving Subsidiary immediately preceding such merger; provided, however, in each case (A) no Default or Event of Default exists or shall result from such merger or sale and (b) immediately after such merger or sale, the ratio of (1) Pro Forma Consolidated Cash Flow to Pro Forma Interest Expenses is greater than 2.50 to 1.00, and (2) Pro Form Consolidated Cash Flow to Pro Forma Maximum Debt Service is greater than 1.25 to 1.00.

        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 2002, harvest timber or sell standing timber on its or any Subsidiary's timberlands in excess of Planned Volume as of the last day of such calendar year unless, the Company shall prepay the Obligations in accordance with the terms of the Facility A Credit Agreement and the Intercreditor Agreement in an amount equal to 100% of the Net Proceeds of 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). "Planned Volume" shall mean 200,000,000 board feet

of timber, as decreased year to year by the same percentage that the Annual Timber Decrease for each calendar year effective on the Effective Date 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 the amount, in board feet, by which the number of board feet of timber sold by the Company and its Subsidiaries (excluding any amount of timber sold pursuant to the sale of the properties generally referred to as the Inland Tree Farm) 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 the date of the last disposition of any timber sold by the Company and its subsidiaries (excluding any disposition of timber sold pursuant to the sale of the properties generally referred to as the Inland Tree Farm) in any calendar year.

        8.5    Loans and Investments.

        The Company shall not purchase or acquire or make any commitment for, or suffer or permit any of its Subsidiaries to purchase or acquire, or make any commitment for, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, or make or commit to make any Acquisition, or make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Company, except for:

        (a)  investments of the type specified in, and in accordance with the requirements and limitations of, the Investment Policy;

        (b)  the loans existing on the Third Amendment Effective Date and set forth on Schedule 8.5;

        (c)  extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or from sale of assets sold in compliance with Section 8.2;

        (d)  extensions of credit by the Company to any of its wholly-owned Subsidiaries or by any of its Subsidiaries to another of its wholly-owned Subsidiaries or the Company;

        (e)  advances or deposits in the ordinary course of business to owners of timber or timberlands to acquire the right to harvest timber;

        (f)    Acquisitions that become wholly-owned Subsidiaries in exchange for equity of the Company; and

        (g)  investments or Acquisitions not otherwise permitted hereunder in a Person as long as (x) such investments or Acquisitions are made with the Net Proceeds of dispositions of assets pursuant to Subsection 3.2(c), (y) after giving effect to such investment or Acquisition, the Company remains engaged solely in a Permitted Business on a consolidated basis and (z) such Person is domiciled in, and substantially all of its assets are located in, the United States or Canada.

        8.6    Limitation on Indebtedness.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

        (a)  Indebtedness incurred pursuant to this Agreement;

        (b)  Indebtedness incurred pursuant to the Senior Notes;

        (c)  Indebtedness incurred pursuant to the Facility A Credit Agreement (and any refunding or refinancing thereof);

        (d)  Indebtedness existing on the Third Amendment Effective Date and set forth on Schedule 8.6;

        (e)  Indebtedness secured by Liens permitted by subsection 8.1(i) or subsection 8.1(j);

        (f)    other unsecured Indebtedness provided that the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $10,000,000 and provided further that such Indebtedness is expressly subordinate to the Obligations hereunder by subordination provisions reasonably acceptable to the Agent and the Required Banks; and

        (g)  obligations consisting of trade payables entered into in the ordinary course of business on ordinary terms.

        8.9    Contingent Obligations.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except:

        (a)  endorsements for collection or deposit in the ordinary course of business;

        (b)  ["Intentionally omitted"]

        (c)  Contingent Obligations of the Company and its Subsidiaries existing as of the Third Amendment Effective Date and set forth on Schedule 8.9; and

        (d)  Contingent Obligations of the Company under timber harvest and log procurement contracts to acquire timber from private and government owners in the ordinary course of business and reimbursement obligations with respect to bonds issued to secure the Company's performance thereunder.

        8.10    Joint Ventures.

        The Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any Joint Venture.

        8.11    Restricted Payments.

        The Company shall not, and shall not suffer or permit any Subsidiary to, declare or make any limited partner or general partner distribution or dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any, limited or general partnership interest or shares of any class of capital stock, or purchase, redeem or otherwise acquire for value any partnership interest or shares of capital stock or any warrants, rights or options to acquire such partnership interest or shares, now or hereafter outstanding (each a "Restricted Payment"); except that:(a) the Company may declare and make distributions payable solely in general or limited partnership interests or units; (b) ["Intentionally omitted"]; and (c) Subsidiaries of the Company may declare and make dividends or distributions to the Company.

        8.15    Financial Covenants.

        (a)    Minimum Adjusted EBITDA.    Until the earlier of the Leverage Ratio Trigger Date and December 31, 2003, Adjusted EBITDA, as of the last day of each fiscal quarter set forth below, shall be greater than or equal to:

          (i)  for the fiscal quarter period ending on June 30, 2002 on an annualized basis, $35,400,000;

        (ii)  for the two fiscal quarter period ending on September 30, 2002 on an annualized basis, $34,900,000;

        (iii)  for the three fiscal quarter period ending on December 31, 2002 on an annualized basis, $33,600,000;

        (iv)  for the four fiscal quarter period ending on March 31, 2003, $35,400,000;

        (v)  for the four fiscal quarter period ending on June 30, 2003, $41,300,000;

        (vi)  for the four fiscal quarter period ending on September 30, 2003, $45,700,000;

      (vii)  for the four fiscal quarter period ending on December 31, 2003, $46,300,000;

provided that if the Company or its Subsidiaries sells assets at any time during the period commencing on January 1, 2003 and ending on December 31, 2003, the minimum amounts of Adjusted EBITDA required under clauses (iv), (v), (vi) and (vii) above would be reduced by $1,000,000 for every 100,000,000 board feet of timber sold.

        (b)    Maximum Leverage Ratio.    If the Leverage Ratio Trigger Date occurs before June 30, 2003, the Company shall comply with clause (i) below and shall not be required to comply with clause (ii) below. If the Leverage Ratio Trigger Date occurs after June 30, 2003, then commencing on the earlier of December 31, 2003 and the Leverage Ratio Trigger Date, the Company shall comply with clause (ii) below and shall not be required to comply with clause (i) below.

          (i)  The Company shall not permit the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company ending during any of the periods set forth below to exceed the ratio indicated for such period:

Period	Maximum Leverage Ratio
Leverage Ratio Trigger Date to June 30, 2003	10.50 to 1:0
July 1, 2003 to December 31, 2003	9.00 to 1.0
January 1, 2004 to March 31, 2004	8.25 to 1.0
April 1, 2004 to June 30, 2004	7.50 to 1.0
July 1, 2004 to September 30, 2004	7.00 to 1.0
October 1, 2004 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	6.00 to 1.0
July 1, 2005 and all times thereafter	6.75 to 1.0

provided that if the Company and its Subsidiaries sell assets totaling 600,000,000 board feet of timber in the aggregate during the first six months of calendar year 2005, the following ratios will apply to the corresponding periods set forth above from and after the date of such sale:

Period	Maximum Leverage Ratio
January 1, 2005 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	4.75 to 1.0
July 1, 2005 and all times thereafter	5.25 to 1.0

        (ii)  The Company shall not permit the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company ending during any of the periods set forth below to exceed the ratio indicated for such period:

Period	Maximum Leverage Ratio
Leverage Ratio Trigger Date to December 31, 2003	9.00 to 1:0
January 1, 2004 to March 31, 2004	8.25 to 1.0
April 1, 2004 to June 30, 2004	7.50 to 1.0
July 1, 2004 to September 30, 2004	7.00 to 1.0
October 1, 2004 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	6.00 to 1.0
July 1, 2005 and all times thereafter	6.75 to 1.0

provided that if the Company and its Subsidiaries sell assets totaling 600,000,000 board feet of timber in the aggregate during the first six months of calendar year 2005, the following ratios will apply to the corresponding periods set forth above from and after the date of such sale:

Period	Maximum Leverage Ratio
January 1, 2005 to March 31, 2005	6.75 to 1.0
April 1, 2005 to June 30, 2005	4.75 to 1.0
July 1, 2005 and all times thereafter	5.25 to 1.0

        (c)    Capital Expenditures.    The Company and its Subsidiaries shall not make or commit to make Capital Expenditures during any fiscal year in excess of $10,000,000 (the "Maximum Capital Expenditures Amount"), provided that the Maximum Capital Expenditures Amount for any fiscal year of the Company shall be increased by an amount equal to the excess, if any, of the Maximum Capital Expenditures Amount for the previous fiscal year of the Company (prior to any adjustment in accordance with this proviso) over the actual amount of Capital Expenditures for such previous fiscal year. The Maximum Capital Expenditures Amount for fiscal year 2003 shall be reduced by $450,000 for each 100,000,000 board feet of timber sold during fiscal year 2003 (excluding the sale of that property known as the Inland Tree Farm) with such decrease to carry over to subsequent fiscal years. The Maximum Capital Expenditures Amount for fiscal year 2004 shall be reduced by $150,000 for each 100,000,000 board feet of timber sold during fiscal year 2004 and each fiscal year thereafter with any such decrease to carry over to subsequent fiscal years.

        11.1    Amendments and Waivers.

        No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks (or by the Agent at the written request of the Required Banks) and the Company, and acknowledged by the Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Banks and the Company and acknowledged by the Agent, do any of the following:

        (a)  increase or extend the Commitment of any Bank or the Swingline Commitment of the Swingline Bank (or reinstate any such Commitment terminated pursuant to subsection 9.2(a));

        (b)  postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Banks (or any of them) hereunder or under any other Loan Document;

        (c)  reduce the principal of, or the rate of interest specified herein on any Loan, or (subject to clause (iii) below) any fees or other amounts payable hereunder or under any other Loan Document;

        (d)  change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Banks or any of them to take any action hereunder;

        (e)  amend this Section, or Section 2.15, or any provision herein providing for consent or other action by all Banks;

        (f)    release any Collateral except as otherwise may be provided by the Loan Documents or except where the consent of the Required Banks only is specifically provided for;

        (g)  increase the availability under the Borrowing Base; or

        (h)  waive the mandatory prepayment requirement set forth in subsection 2.7(a)(i)(E);

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Required Banks or all the Banks, as the case may be, affect the rights or duties of the Issuing Bank under this Agreement or any L/C-Related Document relating to any Letter of Credit Issued or to be Issued by it, (ii) no amendment, waiver or consent shall, unless in

writing and signed by the Agent in addition to the Required Banks or all the Banks, as the case may be, affect the rights or duties of the Agent under this Agreement or any other Loan Document, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Bank in addition to the Required Banks or all the Banks, as the case may be, affect the rights or duties of the Swingline Bank under this Agreement or any other Loan Document, and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto.

        11.6    Marshalling; Payments Set Aside.

Neither the Agent nor the Banks shall be under any obligation to marshall any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment to the Agent or the Banks, or the Agent or the Banks exercise their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and shall be immediately due and payable, and (b) each Bank severally agrees to pay to the Agent upon demand its Pro Rata Share of any amount so recovered from or repaid by the Agent.

Schedule 1.1

Investment Policy

(see attached)

Schedule 7.1(j)

Form of Borrowing Base Certificate

[Date of Delivery]

        For the calendar month ended                         , 20    .

        I,                                         ,                                          of Crown Pacific Limited Partnership (the "Company") hereby certify that, to the best of my knowledge and belief, with respect to that certain Amended and Restated Facility B Credit Agreement dated as of December 1, 1999 (as amended, modified, restated or supplemented from time to time, the "Credit Agreement"; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Company, the Banks and Bank of America, N.A., as Agent, Issuing Bank and Swingline Bank:

RECEIVABLES

1.	Receivables (as defined in the definition of Eligible Receivables in Section 1.1 of the Credit Agreement) owned by or owing to the Company (or any of its Subsidiaries)	$
2.	(i) Receivables of the Company not subject to a perfected, first priority Lien in favor of the Agent or subject to any Lien, other than a Permitted Lien	$
	(ii) Receivables of the Company which are more than 60 days past due or 90 days from the date of invoice (net of reserves for bad debts in connection with any such Receivables of the Company)	$
	(iii) 50% of the book value of any Receivable of the Company not otherwise excluded by clause (ii) above but owing from an account debtor which is the account debtor on any existing Receivable of the Company then excluded by such clause (ii) unless the exclusion by such clause (ii) is a result of a legitimate dispute by the account debtor and the applicable Receivable of the Company is no more than 90 days past due)	$
	(iv) Receivables of the Company evidenced by notes, chattel paper or other instruments (unless such notes, chattel paper or instruments have been delivered to and are in the possession of the Agent)	$
	(v) Receivables of the Company owing by an account debtor which is not solvent or is subject to any bankruptcy or insolvency proceeding of any kind	$
	(vi) Receivables of the Company owing by an account debtor located outside of the United States (unless payment for the goods shipped is secured by an irrevocable letter of credit in a form and from an institution acceptable to the Agent)	$
	(vii) Receivables of the Company which are contingent or subject to offset, deduction, counterclaim, dispute or other defense to payment, in each case to the extent of such offset, deduction, counterclaim, dispute or other defense	$
	(viii) Receivables of the Company for which any direct or indirect Subsidiary of the Company or any Affiliate of the Company is the account debtor	$
	(ix) Receivables of the Company representing a sale to the government of the or any agency or instrumentality thereof (unless the Company has complied (to the satisfaction of the Agent) with the Federal Assignment of Claims Act or other similar applicable law with respect to the Agent's security interest in such Receivable)	$

	(x) stumpage Receivables	$
	(xi) Receivables of the Company which fail to meet such other specifications as have been established by the Agent	$
	(xii) Sum of lines (i) through (xi)	$
3.	Eligible Receivables (Line 1 less Line 2(xii))	$
4.	Eligible Receivables Borrowing Base (85% of Eligible Receivables)	$
INVENTORY
5.	Inventory (the lower of the aggregate book value (based on a FIFO or a moving average cost valuation, consistently applied) or fair market value of all raw materials, work in process and finished goods inventory owned by the Company less appropriate reserves determined in accordance with GAAP)	$
6.	(i) Inventory not subject to a perfected, first priority Lien in favor of the Agent or subject to any Lien other than a Permitted Lien	$
	(ii) Inventory which is not in good condition or fails to meet standards for sale or use imposed by governmental agencies, departments or divisions having regulatory authority over such goods	$
	(iii) Inventory which is not useable or salable at prices approximating their cost in the ordinary course of the Company's business (including without duplication the amount of any reserves for obsolescence, unsalability or decline in value)	$
	(iv) Inventory located outside of the United States	$
	(v) Inventory located at a location leased by the Company with respect to which the Agent shall not have received a landlord's waiver satisfactory to the Agent	$
	(vi) Inventory which is leased or on consignment	$
	(vii) Inventory not at a location which has been disclosed to the Agent	$
	(viii) Inventory which fails to meet such other specifications as have been established by the Agent	$
	(ix) Sum of lines (i) through (viii)	$
7.	Eligible Inventory (Line 5 less Line 6(ix))	$
8.	Eligible Inventory Borrowing Base (60% of Eligible Inventory)	$
BORROWING BASE
9.	Total Borrowing Base availability (Line 4 plus Line 8)	$
10.	Aggregate Outstanding Syndicated Loans, Swingline Loans and L/C Obligations under the Credit Agreement	$
11.	If Line #9 is greater than Line #10, then the difference ($            ) (or, if less, the remaining amount of the Aggregate Commitment) is available for extensions of credit; if Line #10 is greater than Line #9, then the Company shall prepay or otherwise reduce so much of the outstanding Syndicated Loans, Swingline Loans and L/C Obligations as shall be necessary to eliminate such excess ($            ).

        With reference to this Borrowing Base certificate, I hereby certify that the above statements are true and correct.

        IN WITNESS WHEREOF, I have hereunto set my hand to this certificate in my capacity as    of the Company as of the date first written above.

CROWN PACIFIC LIMITED PARTNERSHIP

By:

Name:

Title:

Schedule 8.1

Existing Liens

None.

Schedule 8.5

Existing Loans and Investments

None.

Schedule 8.6

Existing Indebtedness

None.

Schedule 8.9

Existing Contingent Obligations

1.

$2,000,000 in connection with sublease to Louisiana Pacific

Exhibit B

Legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit C

Legal opinion of Ball Janik LLP

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EXHIBIT 10.3

THIRD AMENDMENT (FACILITY B)
RECITALS
Schedule Amend-3(c) Exceptions to Representations and Warranties
ATTACHMENT 1 TO SCHEDULE I Address of Property at Which Inventory and Records are located
Exhibit A
Schedule 1.1 Investment Policy (see attached)
Schedule 7.1(j) Form of Borrowing Base Certificate [Date of Delivery]
Schedule 8.1 Existing Liens None.
Schedule 8.5 Existing Loans and Investments None.
Schedule 8.6 Existing Indebtedness None.
Schedule 8.9 Existing Contingent Obligations
Exhibit B Legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit C Legal opinion of Ball Janik LLP

EX-10.4

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EXHIBIT 10.4

NOTE PURCHASE OVERRIDE AGREEMENT

        NOTE PURCHASE OVERRIDE AGREEMENT (this "Agreement"), dated as of April 19, 2002, among Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), and the Holders party hereto. Capitalized terms used herein have the respective meanings ascribed thereto in Article I hereof.

RECITALS

        WHEREAS, pursuant to the Note Purchase Agreement, dated as of December 1, 1994 (as amended, modified or supplemented from time to time, the "1994 Note Agreement"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $275,000,000 aggregate principal amount of the Company's 9.78% Senior Notes due December 1, 2009 (the "1994 Notes");

        WHEREAS, pursuant to the Note Purchase Agreement, dated as of March 15, 1995 (as amended, modified or supplemented from time to time, the "1995 Note Agreement"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $25,000,000 aggregate principal amount of the Company's 9.60% Senior Notes due December 1, 2009 (the "1995 Notes");

        WHEREAS, pursuant to the Note Purchase Agreement, dated as of August 1, 1996 (as amended, modified or supplemented from time to time, the "1996 Note Agreement"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $91,000,000 aggregate principal amount of the Company's Senior Notes, comprised of 8.01% Senior Notes, Series A, due August 1, 2006, in the aggregate principal amount of $6,490,000, 8.16% Senior Notes, Series B, due August 1, 2011, in the aggregate principal amount of $50,000,000, 8.21% Senior Notes, Series C, due August 1, 2011, in the aggregate principal amount of $19,510,000 and 8.25% Senior Notes, Series D, due August 1, 2013, in the aggregate principal amount of $15,000,000, (the "1996 Notes");

        WHEREAS, pursuant to the Note Purchase Agreement, dated as of December 15, 1997 (as amended, modified or supplemented from time to time, the "1997 Note Agreement" and together with the 1994 Note Agreement, the 1995 Note Agreement and the 1996 Note Agreement, the "Note Agreements"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $95,000,000 aggregate principal amount of the Company's Senior Notes, comprised of 7.76% Senior Notes, Series A, due February 1, 2012, in the aggregate principal amount of $15,000,000, 7.76% Senior Notes, Series B, due February 1, 2013, in the aggregate principal amount of $55,000,000, and 7.93% Senior Notes, Series C, due February 1, 2018, in the aggregate principal amount of $25,000,000 (the "1997 Notes", and together with the 1994 Notes, the 1995 Notes and the 1996 Notes, the "Senior Notes");

        WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of December 1, 1999, among the Company, the banks from time to time party thereto (the "Banks") and Bank of America, N.A., as agent for such banks (the "Bank Agent") (as amended from time to time but as in effect as of November 7, 2001, the "November 2001 Facility A Credit Agreement"), the Banks made and agreed to make loans to the Company on an unsecured basis (the "Facility A Loans");

        WHEREAS, pursuant to the Amended and Restated Facility B Credit Agreement, dated as of December 1, 1999, among the Company, the banks from time to time party thereto and Bank of America, N.A., as letter of credit issuing bank, swingline bank and as agent for such banks (as amended from time to time, the "Facility B Credit Agreement"), such banks made and agreed to make loans to, and issue letters of credit for the benefit of, the Company (the "Facility B Loans") subject to the provision of liens on certain of its property by the Company;

        WHEREAS, the Company, the Banks and the Bank Agent desire to enter into a Third Amendment to the November 2001 Facility A Credit Agreement (the "Third Amendment") (the

November 2001 Facility A Credit Agreement, as amended by the Third Amendment and as may be further amended, modified or supplemented from time to time in compliance with the terms hereof, the "Facility A Credit Agreement") to be dated on or about the Closing Date;

        WHEREAS, the Company, the Banks, the Bank Agent, the Collateral Agent and the Holders have entered into a certain Intercreditor Agreement;

        WHEREAS, in relation to the execution of the Third Amendment, the Company and the Holders now hereby wish to modify and amend the Note Agreements and the Senior Notes 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, notwithstanding anything to the contrary in the Note Agreements or the Senior Notes:

ARTICLE I
DEFINITIONS

        Terms defined in the applicable Note Agreements and not otherwise defined or modified herein have the respective meanings set forth in the applicable Note Agreements. In addition, as used in this Agreement, the following terms have the meanings specified below:

        "Agreement" means this Note Purchase Override Agreement, as amended, supplemented or otherwise modified from time to time.

        "Average Market Price" means the average (rounded to the nearest full cent) of the Daily Market Price of the Common Units for the ten (10) consecutive NYSE trading days ending on and including the NYSE trading day that is five NYSE trading days prior to the date as of which such Average Market Price is to be determined, appropriately adjusted for any limited partnership interest splits or dividends during such period.

        "Bank Agent" has the meaning set forth in the recitals above.

        "Bank Final Maturity Date" means December 31, 2005.

        "Banks" has the meaning set forth in the recitals above.

        "Banks Advisors Fees" means the reasonable unpaid legal and non-legal expenses (determined without applying to the payment of such expenses the amount of any Banks Advisors Retainers) incurred by the Banks through March 31, 2002, including reasonable legal fees and expenses of Moore & Van Allen, PLLC, as counsel to the Bank Agent, and the fees and expenses of Ernst & Young Corporate Finance LLC, as financial advisor to the Bank Agent's counsel.

        "Banks Advisors Retainers" means the sum of $180,223 advanced by the Company as a retainer for the benefit of Moore & Van Allen PLLC.

        "Banks Fees" means (i) a restructuring fee in the amount of $461,000 and (ii) an amendment fee payable to the Bank Agent in the amount of $150,000.

        "Base Note Interest Rate" means, with respect to any series of Senior Notes, the respective interest rates payable by the Company on the Senior Notes under the applicable Note Agreement as in effect immediately prior to the execution of this Agreement.

        "Closing Date" means the date of this Agreement.

        "Collateral Agent" means Bank of America, N.A., in its capacity as collateral agent under the Intercreditor Agreement, or any successor or replacement collateral agent thereunder.

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        "Common Units" means the Common Units representing limited partnership interests in the Partnership as traded on the NYSE.

        "Company" has the meaning set forth in the preamble above.

        "Daily Market Price" means the closing sale price (rounded to the nearest full cent) of the Common Units for such trading day as reported on the NYSE Composite Tape, as reported in The Wall Street Journal.

        "Deferrable Notes Interest" means the portion of interest accruing on the Notes in respect of the Notes Margin.

        "Designated Facility A Loans Prepayments" means the mandatory prepayment of the Facility A Loans required to be made under the Facility A Credit Agreement in the amount of (i) $40 million on January 15, 2004 and (ii) $30 million on June 30, 2005.

        "Effective Date" has the meaning set forth in Article III.

        "Enhanced Interest Rate" means, with respect to any series of Senior Notes, the sum of the applicable Base Note Interest Rate and the Notes Margin.

        "Excluded Payment" has the meaning set forth in Section 2.1(b).

        "Existing Note Agreements" means the Note Agreements as in effect immediately prior to execution of this Agreement.

        "Existing Notes" means the Senior Notes as in effect immediately prior to execution of this Agreement.

        "Facility A Credit Agreement" has the meaning set forth in the recitals above.

        "Facility A Loans" has the meaning set forth in the recitals above and includes any Refinanced Facility A Loans.

        "Facility B Credit Agreement" has the meaning set forth in the recitals above.

        "Facility B Loans" has the meaning set forth in the recitals above.

        "Fitch" means Fitch Ratings, a service of Fitch, Inc., or its successor.

        "Holders" means the holders from time to time of the Senior Notes.

        "Holders Advisors Fees" means the reasonable unpaid legal and non-legal expenses (determined without applying to the payment of such expenses the amount of any Holders Advisors Retainers) of the Holders incurred through March 31, 2002 including the reasonable legal fees and expenses of Debevoise & Plimpton, as counsel to the Holders, the fees and expenses of Nightingale and Associates, LLC as financial advisor to the Holders' counsel and the fees and expenses of Natural Resources Management Corporation, as forestry consultant.

        "Holders Advisors Retainers" means the sum of $100,000 advanced by the Company as a retainer for the benefit of Debevoise & Plimpton, as counsel to the Holders and $150,000 advanced for the benefit of Nightingale & Associates, LLC, as financial advisor to counsel to the Holders.

        "Holders Fees" means the $2,000,000 amendment fee payable in the aggregate to the Holders on the Effective Date, which fee shall be shared among the Holders pro rata based on the principal amounts of each of the Senior Notes outstanding immediately prior to such payment, as set forth in Schedule 1 hereto.

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        "Inland Tree Farm Net Proceeds" means the Net Proceeds received by the Company in connection with the Inland Tree Farm Sales.

        "Inland Tree Farm North Sale" means the sale of the property commonly referred to as the Inland Tree Farm North.

        "Inland Tree Farm Sales" means the Inland Tree Farm South Sale and the Inland Tree Farm North Sale.

        "Inland Tree Farm South Net Proceeds" means the Net Proceeds received by the Company in connection with the Inland Tree Farm South Sale.

        "Inland Tree Farm South Sale" means the sale of the property commonly referred to as the Inland Tree Farm South, which sale closed on April 1, 2002.

        "Intercreditor Agreement" means the Intercreditor Agreement, dated as of April 19, 2002, among the Holders, the Banks, the Bank Agent, the Company and the Collateral Agent, as amended, modified or supplemented from time to time.

        "Majority Holders" means, at any time, the holders of at least fifty-one percent (51%) in aggregate principal amount of the Senior Notes (without regard to series) at the time outstanding (exclusive of Senior Notes then owned, directly or indirectly, by any one of more of the Company, the Partnership, or any Subsidiary or Affiliate of the Company or the Partnership, or any officer or director of any thereof), provided, that, if there is then no principal amount of the Senior Notes outstanding, but Make-Whole Amounts are still owing, then "Majority Holders" means the holders of at least fifty-one percent (51%) of such aggregate outstanding Make-Whole Amounts (without regard to series of Senior Notes) then owing (exclusive of any Make-Whole Amounts then owing, directly or indirectly, to any one or more of the Company, the Partnership, or any Subsidiary or Affiliate of the Company or the Partnership, or any officer or director of any thereof).

        "Moody's" means Moody's Investors Service, Inc. or its successor.

        "NAIC" means the National Association of Insurance Commissioners, Securities Valuation Office.

        "Net Proceeds" has the meaning specified in Article I of Exhibit A hereto.

        "1994 Notes" has the meaning specified in the recitals above.

        "1995 Notes" has the meaning specified in the recitals above.

        "Note Agreements" has the meaning set forth in the recitals above.

        "Notes Margin" means 1.00% per annum.

        "November 2001 Facility A Credit Agreement" has the meaning set forth in the recitals above.

        "NYSE" means The New York Stock Exchange, Inc.

        "Original Scheduled Interest Payment Date" means, with respect to a Senior Note, each scheduled interest payment date specified in the respective Existing Note Agreement.

        "Original Scheduled Mandatory Prepayment" means each scheduled amortization payment of principal under Section 5.1 of the respective Existing Note Agreement.

        "Original Scheduled Payment Date" means, with respect to an Original Scheduled Mandatory Prepayment, the due date of such payment provided under Section 5.1 of the respective Existing Note Agreement.

        "Partnership" means Crown Pacific Partners, L.P., a Delaware limited partnership.

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        "Permitted Equity Financings" means the net cash proceeds resulting from the issuance and sale by the Partnership of Common Units.

        "Pro-Rata Payment Requirement" means the requirement that any payment of principal by the Company in respect of the Facility A Loans and the Senior Notes shall (i) be shared, as among the Banks and the Holders, pro-rata between the Holders in the aggregate, on the one hand, and the Banks, in the aggregate, on the other hand, based on the aggregate amount of principal (for the avoidance of doubt, not including any accrued interest or Make-Whole Amounts) outstanding under both the Senior Notes and the Facility A Loans, respectively, immediately prior to such payment and (ii) be shared, as among the Senior Notes, pro-rata based on the amount of principal (for the avoidance of doubt, not including any accrued interest or Make-Whole Amounts) outstanding under each of the Senior Notes immediately prior to such payment.

        "Refinanced Facility A Loan" has the meaning specified in Section 2.1(b).

        "Registration Rights Agreement" means that certain Registration Rights Agreement, among the Partnership, the Company and the Holders, substantially in the form attached hereto as Exhibit B, as amended, modified or supplemented from time to time.

        "Requisite Repayment Amounts" has the meaning specified in Section 2.2(b).

        "Responsible Officer" means any of the President, the Chief Executive Officer, the Chief Financial Officer, any Senior Vice President or any Vice President of the Company.

        "Restructured Loans" means the Senior Notes and the Facility A Loans.

        "Restructuring Period" means the period commencing on the Effective Date and ending on the day immediately prior to the Bank Final Maturity Date.

        "Restructuring Period Par Prepayment" has the meaning set forth in Section 2.5(b).

        "Restructuring Period Prepayment" has the meaning set forth in Section 2.5(a).

        "Senior Notes" has the meaning set forth in the recitals above.

        "S&P" means Standard & Poors Rating Services, a division of McGraw-Hill, or its successor.

        "Third Amendment" has the meaning set forth in the recitals above.

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ARTICLE II
PAYMENTS DURING RESTRUCTURING PERIOD

2.1    Payments.

        (a)    Inland Tree Farm Proceeds.    Notwithstanding anything to the contrary set forth in the Existing Note Agreements, the Company shall apply the Inland Tree Farm Net Proceeds as follows:

        (i)    On the Effective Date, the first $10,000,000 of the Inland Tree Farm South Net Proceeds shall be applied toward prepayment of principal amounts outstanding immediately prior to such prepayment under the Facility B Loans;

        (ii)  On the Effective Date, after application of the amount set forth in subclause (i) above, (A) 50% of the remainder of such Inland Tree Farm South Net Proceeds shall be applied to prepay principal amounts outstanding on the Senior Notes (together with the Holders Fees and Holders Advisors Fees as described in the proviso to this subclause (ii)), such prepayments of outstanding principal amounts of Senior Notes to be applied ratably among the Senior Notes based on the principal amount outstanding on each of such Senior Notes immediately prior to such prepayment, and (B) 50% of such remainder shall be applied to prepay principal amounts owing on the Facility A Loans (together with Banks Fees and Banks Advisors Fees as described in the proviso to this subclause (ii)) provided that the Banks Fees and the Banks Advisors Fees and the Holders Fees and the Holders Advisors Fees shall be paid from the amounts allocated to the Banks and the Holders, respectively, under this subclause (ii) prior to the application of the remainder of such amounts towards the prepayment of any outstanding principal of the Facility A Loans and the Senior Notes, and provided further, that, prior to payment of any such Inland Tree Farm South Net Proceeds to the Banks and the Holders, the Company may retain (for its own use for general corporate purposes) from such proceeds the amount of the Banks Advisors Retainers from the amount allocated to the Banks and the amount of the Holders Advisors Retainers from the amount allocated to the Holders; and

        (iii)  After the Effective Date, any and all Inland Tree Farm Net Proceeds (excluding those Inland Tree Farm South Net Proceeds which shall have been distributed in accordance with subclauses (i) and (ii) above on the Effective Date and any amounts to be distributed pursuant to Section 2.1(c)), shall be applied as follows: (A) 50% of such Inland Tree Farm Net Proceeds shall be applied to prepay principal amounts outstanding immediately prior to such prepayment on the Senior Notes, such prepayments of outstanding principal amounts on the Senior Notes to be applied ratably among the Senior Notes based on the respective principal amounts outstanding on each of the Senior Notes immediately prior to such prepayment and (B) 50% of such Inland Tree Farm Net Proceeds shall be applied to prepay principal amounts outstanding immediately prior to such prepayment on the Facility A Loans.

        (b)    The Pro-Rata Payment Requirement.    Notwithstanding anything to the contrary provided in the Existing Note Agreements or the Existing Notes, other than as expressly provided in Sections 2.1(a), 2.1(c) and 2.2(b) hereof, all payments of outstanding principal of the Restructured Loans shall be subject to the Pro-Rata Payment Requirement, except that:

        (x)  the cash proceeds of any Permitted Equity Financings may, at the option of the Company, be applied towards prepayment of principal under any of the Facility A Loans or the Senior Notes; provided that any amounts so repaid under this subclause (x) may not be reborrowed and provided, further that any reductions in the outstanding principal amounts of the Restructured Loans pursuant to this subclause (x) shall result in an adjustment to the applicable ratable sharing under the Pro-Rata Payment Requirement with respect to all payments of outstanding principal of the Restructured Loans received thereafter, and provided further, that any prepayment of principal of the Senior Notes that the Company elects to make

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pursuant to this clause (x) shall be applied ratably among the Senior Notes based on the principal amount outstanding on each of such Senior Notes immediately prior to such prepayment, and

        (y)  the Pro-Rata Payment Requirement shall not apply to any payments on the Facility A Loans from proceeds of any refinancing of the Facility A Loan that is made on terms and conditions which provide for (A) the same or lower Applicable Margin (as defined in the Facility A Credit Agreement as in effect immediately prior to the execution of this Agreement) and the same calculation of base interest rate (i.e., based on the Federal Funds Rate, the Bank Agent's "reference rate" or LIBOR, with the same rights of the Company to choose among them), (B) the same amortization, (C) the same or lower bank fees, and the same or less restrictive covenants and events of default and (D) substantially the same other terms, in each case, as the Facility A Loan in effect immediately prior to execution of this Agreement (taking into account the Third Amendment), and that is expressly made subject to the Intercreditor Agreement (any such refinanced Facility A Loan being referred to as a "Refinanced Facility A Loan" and any such payment permitted under clause (x) of this Section 2.1(b) or this clause (y) being hereinafter referred to as an "Excluded Payment").

        (c)    Repayment of Section 2.1(a)(i) Amount.    On or prior to September 30, 2003, the Company shall pay for application to repayment of the then outstanding principal amounts of the Facility A Loans and the Senior Notes in accordance with Section 3.4(b)(IV)(b) of the Intercreditor Agreement an aggregate amount of $10,000,000, (i) which shall constitute the distribution of the first $10,000,000 of Inland Tree Farm South Net Proceeds, which was initially applied towards prepayment of principal amounts outstanding under the Facility B Loans pursuant to Section 2.1(a)(i) (and, accordingly, shall not be subject to clause (i) of the Pro-Rata Payment Requirement) and (ii) which aggregate amount shall be applied as follows: (A) 50% of such aggregate amount shall be applied to prepay principal amounts outstanding immediately prior to such prepayment on the Senior Notes, such prepayments of outstanding principal amounts on the Senior Notes to be applied ratably among the Senior Notes based on the principal amounts outstanding on each of such Senior Notes immediately prior to such prepayment and (B) 50% of such aggregate amount shall be applied to prepay principal amounts outstanding immediately prior to such prepayment on the Facility A Loans.

        (d)    Interest and Fees.    Notwithstanding anything to the contrary provided in the Existing Note Agreements or the Existing Notes, but subject to Section 2.4 hereof, all payments of interest and fees in respect of the Senior Notes will continue to be paid currently in accordance with the terms of the Note Agreements, respectively, except, for the avoidance of doubt, that payment of Make-Whole Amounts shall be paid as provided in Section 2.5 hereof.

2.2    Mandatory Prepayments.

        (a)    Restructuring Period.    Notwithstanding anything to the contrary provided in the Existing Note Agreements or the Existing Notes, during the Restructuring Period, if the Company makes any payment of principal of the Facility A Loans, including, without limitation, payment of the Designated Facility A Loans Prepayments, but excluding any Excluded Payment and except as otherwise expressly provided in Sections 2.1(a) and 2.1(c), the Company shall at the same time make a mandatory prepayment of principal in respect of the Senior Notes in an amount sufficient and in the manner required to satisfy the Pro-Rata Payment Requirement. Any such prepayment of principal of the Senior Notes shall be made together with accrued and unpaid interest (including any previously deferred Deferrable Notes Interest on such principal amount so prepaid) on such principal amount so prepaid, subject to Section 2.4.

        (b)    Bank Final Maturity Date.    The Company shall on the Bank Final Maturity Date mandatorily prepay in full the then outstanding principal amount of Senior Notes, together with all accrued and unpaid interest thereon (including, without limitation, any previously deferred Deferrable Notes

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Interest), deferred Make-Whole Amounts, if any, and Make-Whole Amounts, if any, calculated in respect of such mandatory prepayment, provided that, if on or after July 1, 2005 and prior to July 7, 2005, the Company has delivered to the Holders a letter specifically referring to this Section 2.2(b), informing the Holders that the Senior Notes have been rated investment grade and that the Holders have until August 1, 2005 to exercise their put as described in clause (ii) below, together with a letter from the applicable rating agency to the effect that all of the Senior Notes have an investment grade rating from S&P, Moody's or Fitch or the Senior Notes have received an NAIC No. 2 rating (in each case, taking into account the pro forma effect of a complete refinancing at prevailing market interest rates of all of the Senior Notes and Facility A Loans then outstanding), (i) the requirement that the Senior Notes be mandatorily prepaid in full under this subsection (b) shall not apply and (ii) each Holder shall be entitled at its option, exercisable no later than August 1, 2005, by written notice to the Company, to put to the Company for payment on the Bank Final Maturity Date some or all of its Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including, without limitation, any previously deferred Deferrable Notes Interest), and deferred Make-Whole Amounts, if any, but without any Make-Whole Amount that would have been calculated in respect of a mandatory prepayment made as of the Bank Final Maturity Date, provided, further that, in the event the Company does not pay in full on the Bank Final Maturity Date the Facility A Loans and all Senior Notes that have been put to the Company for payment, all Original Scheduled Mandatory Prepayments, if any, in respect of Senior Notes (whether or not put to the Company) deferred pursuant to Section 2.3, and all deferred Make-Whole Amounts, if any, together with all accrued and unpaid interest thereon (including, without limitation, any previously deferred Deferrable Notes Interest), (collectively, the "Requisite Repayment Amounts") then all Senior Notes shall then become mandatorily due and payable in full on the Bank Final Maturity Date, together with all Requisite Repayment Amounts and Make-Whole Amounts calculated in respect of such mandatory payment, and provided, further that, from and after the Bank Final Maturity Date, if all Requisite Repayment Amounts have been paid in full on the Bank Final Maturity Date, then (i) the Pro-Rata Payment Requirement shall not apply to any payment made on the Bank Final Maturity Date in respect of any of the Facility A Loans and Senior Notes and shall not require any additional payments to be made on the Bank Final Maturity Date on the Senior Notes not put to the Company and (ii) the Pro-Rata Payment Requirement shall not apply to any payment made after the Bank Final Maturity Date, except with respect to payments made out of Net Proceeds, as to which the Pro-Rata Payment Requirement shall continue to apply. Notwithstanding the foregoing and for the avoidance of doubt, if there is payment of principal of the Facility A Loans that gives rise to a Pro-Rata Payment Requirement on the Senior Notes after any Senior Notes have been put to the Company for payment and prior to their payment on the Bank Final Maturity Date, Section 2.2(a) shall apply to such payment of principal on the Facility A Loans and the Pro-Rata Payment Requirement shall apply with equal force to all Senior Notes, whether or not they have been put to the Company. Any Senior Notes so put to the Company and paid at the Bank Final Maturity Date shall be cancelled and retired and the principal amount corresponding to such retired Senior Notes of any series shall be applied ratably to the remaining amortization payments applicable to Senior Notes of such series. Following the Bank Final Maturity Date, any Senior Notes that have not been put and not become due and payable on the Bank Final Maturity Date shall be subject to amortization as provided in the applicable Note Agreements as such amortization shall have been adjusted in accordance herewith in respect of any prepayments and/or puts of Senior Notes theretofore made.

        2.3    Amortization of Principal.    Provided that no Event of Default shall have occurred and be continuing at the applicable Original Scheduled Payment Date, Original Scheduled Mandatory Prepayments on the Senior Notes due within the Restructuring Period may, at the option of the Company, be deferred to and shall be mandatorily prepayable on the Bank Final Maturity Date, but subject to earlier payment as provided in Sections 2.1 and 2.2 above. Such option shall be exercisable by the Company by notice in writing to the Holders given at least ten (10) Business Days prior to the

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applicable Original Scheduled Payment Date. Any such deferred principal payments shall continue to accrue interest at the Enhanced Interest Rate, which interest shall be payable on the respective interest payment dates in accordance with Section 2.4.

        2.4    Interest Rate.    (a) From the Effective Date until the date that all principal and Make-Whole Amounts on the applicable Senior Note is paid in full, the outstanding principal amount of each Senior Note shall accrue interest at the applicable Enhanced Interest Rate, provided, that during the Restructuring Period, the Company may, provided that no Event of Default shall have occurred and be continuing, on any Original Scheduled Interest Payment Date, by written notice to the holders of the Senior Notes delivered at least ten (10) Business Days prior to such Original Scheduled Interest Payment Date, elect to defer to the Bank Final Maturity Date all the Deferrable Notes Interest then due. Any Deferrable Notes Interest that is so deferred shall accrue interest on the amount so deferred at the Enhanced Interest Rate, compounded semi-annually, and shall be payable on the Bank Final Maturity Date (whether or not any or all of the Senior Notes are put to the Company pursuant to Section 2.2 above); provided, however, that if the Company prepays principal of the Senior Notes, such prepayment shall be made together with accrued and unpaid interest on such principal amount so prepaid (including any previously deferred Deferrable Notes Interest on such principal amount so prepaid). Any Senior Notes remaining outstanding after the Bank Final Maturity Date shall bear interest at the Enhanced Interest Rate, which shall be payable in cash currently on the Original Scheduled Interest Payment Dates.

        (b)  With respect to each interest payment date occurring on or before the end of the Restructuring Period and with respect to the Bank Final Maturity Date, the Company shall, at least five (5) Business Days prior to each such date, deliver to each Holder an officer's certificate signed by its Responsible Officer specifying a true and correct calculation in reasonable detail of:

        (i)    the amount of Deferrable Notes Interest that the Company has elected to defer on such interest payment date (on an aggregate basis and on each individual Senior Note);

        (ii)  the amount of interest that will have accrued to the respective interest payment date or Bank Final Maturity Date, as the case may be, on the aggregate amount of previously deferred Deferrable Notes Interest (on an aggregate basis and on each individual Senior Note);

        (iii)  the amount of all Make-Whole Amounts deferred since the immediately preceding interest payment date (on an aggregate basis and on each individual Senior Note); and

        (iv)  the amount of interest that will have accrued to the respective interest payment date or Bank Final Maturity Date, as the case may be, on the aggregate amount of deferred Make-Whole Amount (on an aggregate basis and on each individual Senior Note).

        2.5    Make-Whole Amounts.    A Make-Whole Amount shall be calculated, and shall be payable on the applicable prepayment date, in respect of each prepayment of principal on the Senior Notes made, whether during the Restructuring Period (any such prepayment, a "Restructuring Period Prepayment") or thereafter in accordance with the provisions of the applicable Note Agreement (it being understood, for the avoidance of doubt, that principal does not include any accrued interest or Make-Whole Amounts), provided, that:

        (a)  the Make-Whole Amount calculated with respect to a Restructuring Period Prepayment, shall accrue interest at the Enhanced Interest Rate, compounded semi-annually, from the date that the related Restructuring Period Prepayment is made until such Make-Whole Amount is paid, and each Make-Whole Amount, together with such accrued and unpaid interest, shall (i) be subordinated to the payment of principal, interest and certain fees and expenses on the Senior Notes and the Facility A Loans under the terms of the Intercreditor Agreement, and (ii) be payable in full on the Bank Final Maturity Date;

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        (b)  any Restructuring Period Prepayment funded by Net Proceeds (after allocation of such prepayment among the Senior Notes in accordance with the Pro-Rata Payment Requirement) shall be further allocated first to any Original Scheduled Mandatory Prepayment occurring prior to or not more than 180 days after the date of such Restructuring Period Prepayment and, to the extent so allocated, shall not be subject to payment of Make-Whole Amount (any such prepayment so allocated to any such Original Scheduled Mandatory Prepayment, a "Restructuring Period Par Prepayment") and, to the extent not so allocable, shall be applied ratably to all remaining maturities (for which Make-Whole Amounts, calculated in accordance with clause (d) below, shall be payable), provided, further, that, to the extent the principal amortization with respect to an Original Scheduled Mandatory Prepayment has been the subject of an allocation in respect of a Restructuring Period Prepayment giving rise to a Restructuring Period Par Prepayment, it may not be the subject of an allocation giving rise to a Restructuring Period Par Prepayment in respect of any later Restructuring Period Prepayment;

        (c)  for purposes of the foregoing clause (b), each Restructuring Period Prepayment funded by the Inland Tree Farm Net Proceeds shall be deemed to have occurred not more than 180 days prior to each Original Scheduled Mandatory Prepayment due December 1, 2002 in respect of the 1994 Notes and the 1995 Notes;

        (d)  on and after the Effective Date, including with respect to any prepayments of principal on the Senior Notes made after the Restructuring Period, any Make-Whole Amount shall be calculated according to the relevant provisions of the Note Agreements based on the amortization schedule and interest rates and payment dates in effect immediately prior to the execution of this Agreement, except that for the purpose of determining the Reinvestment Rate, (i) the applicable interest rate margin shall be 1.50% instead of 0.50% and (ii) the yield shall be the yield reported by Bloomberg Financial Market Service on the display designated as "USD" at 10:00 a.m., New York time (instead of the yield reported by the Telerate Access Service on the display designated "Page 5" at 10:00 a.m., New York time); and

        (e)  with respect to a Make-Whole Amount calculated in respect of a Restructuring Period Prepayment made prior to December 31, 2004, the Company may, provided no Event of Default shall have occurred and be continuing at the time of such Restructuring Period Prepayment, at its option, exercisable by delivering written notice of such option exercise at least ten (10) Business Days prior to the date of such Restructuring Period Prepayment, pay such Make-Whole Amount by delivering by overnight delivery within five (5) Business Days of the date of the applicable Restructuring Period Prepayment to each holder of Senior Notes entitled to payment of such Make-Whole Amount duly authorized, validly issued, fully paid and non-assessable Common Units registered in the name of such holder or its nominee, which Common Units shall have an aggregate value equal to the Make-Whole Amount then due such holder, provided, that the value of such Common Units shall be determined immediately prior to the making of such Restructuring Period Prepayment at the Average Market Price of the Common Units determined as of the date of the applicable Restructuring Period Prepayment, provided, further, that such number of Common Units so determined shall be rounded to the nearest whole number of Common Units.

        With respect to each Restructuring Period Prepayment that the Company has exercised its option to pay such Make-Whole Amounts by delivering Common Units, then the Company shall (in addition to the notice delivery requirements set forth in Section 5 of the respective Note Agreements), at least two (2) Business Days prior to the date of such Restructuring Period Prepayment, deliver to each Holder an officer's certificate signed by a Responsible Officer specifying a true and correct calculation in reasonable detail of:

        (i)    the Average Market Price; and

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        (ii)  the number of Common Units to be delivered (on an aggregate basis and with respect to each Senior Note) on the date of such Restructuring Period Prepayment.

ARTICLE III
CONDITIONS TO EFFECTIVENESS

        This Agreement shall become effective upon the later of the execution hereof by the Company and the Holders of all outstanding Senior Notes and the satisfaction (or waiver by the Majority Holders) of each of the following conditions precedent (the "Effective Date"):

        3.1    Representations and Warranties.    The representations and warranties of the Company contained in this Agreement, the Intercreditor Agreement and the Third Amendment that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on the Effective Date (as if made on such date) or as of an earlier date as to which they speak, and the Holders shall have received an officers' certificate of the Company signed by a Responsible Officer to that effect.

        3.2    Receipt of Documents.    The Holders shall have received duly executed original or facsimile counterparts (any such facsimiles to be promptly followed by the originals thereof) of the following documents, each in form and substance satisfactory to the Holders:

        (a)  this Agreement;

        (b)  the Registration Rights Agreement; and

        (c)  the Intercreditor Agreement.

        3.3    Third Amendment.    The execution and effectiveness of the Third Amendment shall have occurred or be occurring contemporaneously as of the Effective Date and the Holders shall have received true and correct copies of the Third Amendment and all related documents.

        3.4    Legal Opinions.    The Holders shall have received the opinions of Skadden, Arps, Meagher & Flom LLP and Ball Janik LLP, as special counsel to the Company addressed to the Holders, in form and substance reasonably satisfactory to the Holders.

        3.5    Section 2.1(a)(ii) Net Proceeds.    The Company shall have paid to the Holders (or to such party as the Holders direct) that portion of the Inland Tree Farm South Net Proceeds payable to the Holders under Section 2.1(a)(ii) hereof, including the Holders Fees and the Holders Advisors Fees (net of any Holders Advisors Retainers in accordance with Section 2.1(a)(ii) hereof). The Company shall have delivered an officer's certificate, in substantially the form attached hereto as Exhibit D, signed by a Responsible Officer certifying as to the gross proceeds of the sale of the Inland Tree Farm South Sale, the Net Proceeds of the Inland Tree Farm South Sale and a detailed list of expenses associated with such sale.

        3.6    Fees and Expenses.    The Company shall have paid to the Holders (or to such party as the Holders direct), their unpaid reasonable expenses incurred from March 31, 2002 through the date hereof in connection with this Agreement including the reasonable legal fees and expenses of Debevoise & Plimpton, as counsel to the Holders and the fees and expenses of Nightingale and Associates, LLC as financial advisor to the Holders' counsel.

        3.7    Defaults.    No Default or Event of Default shall have occurred and be continuing as of the Effective Date or shall occur immediately thereafter after the consummation of transactions contemplated by this Agreement.

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        3.8    Other Conditions Precedent.    All conditions under the Intercreditor Agreement required to be satisfied as of the Effective Date shall have been satisfied in accordance with the terms thereof or waived pursuant to the Note Agreements.

        3.9    Other Information.    The Holders shall have received such other opinions, certificates, documents and information with respect to matters related to this Agreement and the transactions contemplated thereby as they may reasonably request.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

        The Company hereby represents and warrants to the Holders, as of the Effective Date, as follows:

        (a)  The execution and delivery by the Company and the Partnership, as applicable, and the performance by the Company and the Partnership, as applicable, of this Agreement, the Registration Rights Agreement, the Intercreditor Agreement and the Third Amendment have been duly authorized by all necessary partnership and other action of the Company or the Partnership, as applicable, and do not and will not require any registration with, consent or approval of, notice to or action (except for satisfaction or waiver of the conditions set forth in Article III hereof) by, any person (including any Governmental Authority) in order to be effective and enforceable. The Note Agreements and the Senior Notes as modified and amended by this Agreement, the Registration Rights Agreement, the Intercreditor Agreement and the Third Amendment constitute the legal, valid and binding obligations of the Company or the Partnership, as applicable, enforceable against it in accordance with their respective 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.

        (b)  All representations set forth in the form of Closing Certificate attached hereto as Exhibit C (including the representations set forth in Annex B thereto) and all certifications set forth in the form of officer's certificate attached hereto as Exhibit D (in the case of Exhibit D, made without any qualification as to such officer's best knowledge and belief) are true and correct as of the Effective Date and are incorporated herein by reference with the same force and effect as though herein set forth in full.

        (c)  The Company is entering into this Agreement on the basis of its own investigation and for its own reasons, without reliance upon the Holders or any other person.

        (d)  The Net Proceeds of the Inland Tree Farm South Sale which are to be distributed on the Effective Date pursuant to Section 2.1(a) are $121,217,517.

        (f)    Except for the Banks Fees and Banks Advisors Fees, the Company, in connection with the transactions contemplated by this Agreement, has not paid and is not paying any fees to any Bank, the Bank Agent or any of the lenders under the Facility A Credit Agreement or the Facility B Credit Agreement.

ARTICLE V
OTHER MODIFIED PROVISIONS

        5.1    Covenants.    The Company covenants set out in Section 4 of the Existing Note Agreements (other than Sections 4.19 and 4.21, which shall remain in effect) shall be deleted and the affirmative covenants, negative covenants and indemnities set out in Articles II, III and V of Exhibit A hereto (and the definitions related thereto set forth in Article I of Exhibit A hereto) shall be substituted therefor; provided, however, that for the avoidance of doubt, any repurchase of Senior Notes made by the

12

Company in compliance with Section 2.2(b) hereof shall be deemed to be in compliance with the first sentence of Section 4.19 of the Existing Note Agreements. The references in Section 5.2 of the Existing Note Agreements (i) to the sale of assets under Section 4.10 shall instead refer to Section 3.2(f) of Exhibit A hereto and (ii) to an "Excess Harvest" under Section 4.12 shall instead refer to prepayments required under Section 3.4 of Exhibit A hereto, provided that, notwithstanding the provisions of Section 5.2 of the Existing Note Agreements, such prepayments shall be mandatory prepayments as contemplated by Sections 3.2(f) and 3.4 of Exhibit A hereto and shall give rise to Make-Whole Amounts as contemplated by and calculated in accordance with Section 2.5 hereof. Any reference to "Restricted Subsidiary" in the Existing Note Agreements as amended hereby shall instead refer to "Subsidiary" as defined in Article I of Exhibit A hereto.

        5.2    Events of Default.    The provisions of Section 6.1 of the Existing Note Agreements shall be deleted and the events of default set out in Article IV of Exhibit A hereto (and the definitions related thereto set forth in Article I of Exhibit A hereto) shall be substituted therefor as Events of Default under the respective Note Agreements. The references in Section 6.3 and 6.4 of the Existing Note Agreements to (i) paragraph (a), (b) or (c) of Section 6.1 shall instead refer to paragraph (a) or (b) of Section 4.1 of Exhibit A hereto, (ii) paragraphs (a) through (l) of Section 6.1 shall instead refer to paragraphs (a) through (g) and (j) through (o) of such Section 4.1 and those events described in paragraphs (h) or (i) of such Section 4.1 that are not also described in paragraphs (m), (n) or (o) of Section 6.1, and (iii) paragraphs (m), (n) or (o) of Section 6.1 shall instead refer to paragraphs (h) or (i) of such Section 4.1, exclusive of those events described in paragraphs (h) or (i) of such Section 4.1 that are not also described in such paragraphs (m), (n) or (o) of Section 6.1.

        5.3    Holders Agent Agreement.    At the request of the Majority Holders, the Company shall enter into an agency agreement, in form and substance reasonably satisfactory to the Company, among the Holders, an agent for the Holders and the Company, providing for the administration by such agent on behalf of the Holders of matters relating to the collateral security to be granted pursuant to the Security Instruments (as defined in the Intercreditor Agreement), which agency agreement shall contain customary provisions for indemnification by the Company of the agent and payment by the Company of a reasonable and customary fee to and reimbursement of expenses of the agent.

        5.4    Allonges.    Within 30 days after the Effective Date, the Company shall execute and deliver to each Holder an allonge to its Senior Notes in the form attached hereto as Exhibit E. Failure to comply with this covenant shall be an Event of Default under the respective Note Agreements.

ARTICLE VI
MISCELLANEOUS

        6.1    No Other Amendments or Waivers; Confirmation.    Except as expressly provided herein, the provisions of the Note Agreements and the Senior Notes are and shall remain in full force and effect. The Company hereby ratifies and confirms the Note Agreements and the Senior Notes, as amended and modified hereby, and agrees and confirms that the terms and conditions thereof, as amended and modified hereby, are and shall remain in full force and effect.

        6.2    Consent to Third Amendment.    Each of the Holders signatory hereto hereby acknowledges and agrees that such Holder has been afforded an opportunity to review, and has reviewed, the Third Amendment, and hereby consents to the Company's entry into, and all transactions contemplated by, the Third Amendment.

        6.3    Applicable Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        6.4    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract.

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        6.5    Transaction Expenses.    The Company will pay all costs and expenses (including reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Holders or holder of a Senior Note in connection with the transactions contemplated by this Agreement and in connection with any amendments, waivers or consents under or in respect of any of this Agreement, the Intercreditor Agreement, any of the Note Agreements or the Senior Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the any of the Note Agreements or the Senior Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with any of the Note Agreements or the Senior Notes, or by reason of being a holder of any Senior Note, and (b) the costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by any of the Note Agreements or the Senior Notes. The Company will pay, and will save you and each other holder of a Senior Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by the Holders).

        6.6    Survival.    All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the transfer by any Holder of any Senior Note or portion thereof or interest therein and the payment of any Senior Note, and may be relied upon by any subsequent holder of a Senior Note, regardless of any investigation made at any time by or on behalf of any Holder or any other holder of a Senior Note.

        6.7    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. The provisions of this Agreement are intended to be for the benefit of the holders of the Senior Notes, from time to time, and shall be enforceable by any such holder, whether or not an express assignment to such holder of rights under this Agreement have been made by any Holder.

        6.8    Amendments, Waivers and Consents.    (a) Any term, covenant, agreement or condition of this Agreement may, with the consent of the Company, be amended and the compliance by the Company therewith may be waived (either generally or in a particular instance in either retroactively or prospectively) if the Company shall have obtained the consent in writing of the Majority Holders, provided that without the written consent of the Holders holding all of the Senior Notes then outstanding, no such amendment or waiver shall be effective (i) which will amend or waive any of the provisions of Article II (except for the provisions in subclauses (A) through (D) of clause (y) of Section 2.1(b), which shall only require written consent of the Required Noteholders (as defined in Article I of Exhibit A hereto)), or (ii) which will change the percentage of Holders required to consent to any such amendment or waiver under this Section, and provided further that without the written consent of the Required Noteholders (as defined in Article I of Exhibit A hereto), no such amendment or waiver shall be effective which will amend or waive any of the covenants incorporated into the Note Agreements in Exhibit A hereto or Events of Default incorporated into the Note Agreements in Exhibit A hereto.

        (b)  So long as there are any Senior Notes outstanding, the Company will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Senior Notes unless each Holder (irrespective of the amount of Senior Notes then owned by it) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto. The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Holder as consideration for or as inducement to entry into by any Holder of any waiver or amendment of any of the terms and provisions of this

14

Agreement or the Senior Notes unless such remuneration is concurrently paid, on the same terms, ratably to the Holders.

        (c)  Any such amendment or waiver shall apply equally to all of the Holders and shall be binding upon them, upon each future Holder and upon the Company, whether or not such Senior Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right or consequence thereon.

        6.9    Severability.    Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated.

        6.10    Captions.    The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

        6.11    Release.    Each of the Company and the Partner Entities (as defined in Article I of Exhibit A hereto) hereby releases the Holders and their respective officers, employees, representatives, Affiliates, advisors, agents, trustees, managers, counsel, and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof.

15

        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

CROWN PACIFIC LIMITED PARTNERSHIP
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
	By:	HS Corp. of Oregon, its General Partner
		By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

Holders
ALLSTATE LIFE INSURANCE COMPANY
By	/s/  RHONDA L. HOPPS Name: Rhonda L. Hopps Title: Authorized Signatory
By	/s/  RONALD A. MENDEL Name: Ronald A. Mendel Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By	/s/  RHONDA L. HOPPS Name: Rhonda L. Hopps Title: Authorized Signatory
By	/s/  RONALD A. MENDEL Name: Ronald A. Mendel Title: Authorized Signatory

AMERICAN GENERAL ANNUITY INSURANCE COMPANY (formerly WESTERN NATIONAL LIFE INSURANCE COMPANY)
By:	AIG Global Investment Corp,     as Investment Advisor
	By	/s/  DOUGLAS H. ALLEN Name: Douglas H. Allen Title: Vice President

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By	CIGNA Investments, Inc.
By	/s/  STEPHEN A. OSBORN Name: Stephen A. Osborn Title: Managing Director

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
By	/s/  SVERKER JOHANSSON Name: Sverker Johansson Title: Investment Officer

GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By	/s/  JON M. LUCIA Name: Jon M. Lucia Title: Investment Officer

JOHN HANCOCK LIFE INSURANCE COMPANY
By	/s/  E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Managing Director
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
By	/s/  E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Authorized Signatory
COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM
By:	John Hancock Life Insurance Company, as Investment Adviser
By	/s/  E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Managing Director

MELLON BANK, N.A., solely in its capacity as Trustee for the Bell Atlantic Master Trust, (as directed by John Hancock Life Insurance Company), and not in its individual capacity
By	/s/  CAROLE BRUNO. Name: Carol Bruno Title: Authorized Signatory
MELLON BANK, N.A., solely in its capacity as Trustee for the Long Term Investment Trust, (as directed by John Hancock Life Insurance Company), and not in its individual capacity
By	/s/  CAROLE BRUNO Name: Carole Bruno Title: Authorized Signatory

LIFE INVESTORS INSURANCE COMPANY OF AMERICA
By	/s/  GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
TRANSAMERICA LIFE INSURANCE COMPANY (formerly known as PFL LIFE INSURANCE COMPANY)
By	/s/  GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
AUSA LIFE INSURANCE COMPANY, INC.
By	/s/  GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
MONUMENTAL LIFE INSURANCE COMPANY
By	/s/  GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary

THE MANHATTAN LIFE INSURANCE COMPANY
By	/s/  DANIEL GEORGE Name: Daniel George Title: President

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By	/s/  STEVEN J. KATZ Name: Steven J. Katz
	Title:	Second Vice President and Associate General Counsel

MINNESOTA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By	/s/  DAVID SCHULTZ Name: David Schultz Title: Vice President
MTL INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
	By	/s/  DAVID SCHULTZ Name: David Schultz Title: Vice President

METROPOLITAN LIFE INSURANCE COMPANY
By	/s/  JACQUELINE D. JENKINS Name: Jacqueline D. Jenkins Title: Managing Director

THE OHIO NATIONAL LIFE INSURANCE COMPANY
By	/s/  MICHAEL A. BOEDEKER Name: Michael A. Boedeker Title: Senior Vice President, Investments
OHIO NATIONAL LIFE ASSURANCE CORPORATION
By	/s/  MICHAEL A. BOEDEKER Name: Michael A. Boedeker Title: Senior Vice President, Investments

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:	Provident Investment Management, LLC, Its Agent
By	/s/  BEN MILLER Name: Ben Miller Title: Vice President

REASSURE AMERICA LIFE INSURANCE COMPANY
By:	Swiss Re Asset Management (Americas) Inc., as Attorney-In-Fact
By	/s/  JOHN H. DEMALLIE Name: John H. DeMallie Title: Assistant Vice President

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By	/s/  ROI G. CHANDY Name: Roi G. Chandy Title: Director, Special Situations

THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Partners, Inc., its Investment Advisor
By	/s/  DAVID M. WEISENBURGER Name: David M. Weisenburger Title: Portfolio Manager

WASHINGTON NATIONAL LIFE INSURANCE COMPANY
By:	Conseco Capital Management, Inc., acting as Investment Advisor
By	/s/  ERIC JOHNSON Name: Eric Johnson Title: Vice President

THE NORTHERN TRUST COMPANY, as Trustee for the Lucent Technologies Inc. Master Pension Trust
By:	John Hancock Life Insurance Company, as Investment Advisor
By	/s/  C. WHITNEY HILL Name: C. Whitney Hill Title: Director

The provisions of Section 6.11 of the foregoing Agreement are accepted and agreed:
HS CORP. OF OREGON
By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel
FTI HOLDINGS, L.P.
By:	FREMONT GROUP, L.L.C., its General Partner
	By:	FREMONT INVESTORS, INC., its Non-Member Manager
		By:	/s/  R.S. KOPF Name: R. S. Kopf Title: Managing Director—Operations, General Counsel and Secretary
CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP,
By:	HS Corp. of Oregon, its General Partner
	By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

CROWN PACIFIC PARTNERS, L.P.
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
	By:	HS Corp. of Oregon, its General Partner
		By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

Schedule 1 to
Note Purchase
Override Agreement

Note No.			Name	Amendment Fee Payment From Inland South (in actual $'s)
9.78% Senior Notes due 2002-2009
1, 2			John Hancock Mutual Life Ins		275,720.16
4			Mellon Bank Tree for NYNHY		16,460.91
6			Bankers United Life Assur Co		28,806.58
7			PFL Life Insurance Co		20,576.13
9			Life Investors Ins Co of America		12,345.68
10			AUSA Life Insurance Co		12,345.68
11			Monumental Life Insurance Co		12,345.68
12			Great Northern Insured Annuity		102,880.66
13 & 36			Mass Mutual Life Insurance Co		63,786.01
14 & 37			Mass Mutual Life Insurance Co		39,094.65
15			Teachers Ins & Annuity Assoc		82,304.53
17			Allstate Life Insurance Co		4,115.23
18			Allstate Life Insurance Co		16,460.91
19			Allstate Life Insurance Co		41,152.26
21			The Ohio Nat'l Life Insurance Co		41,152.26
23			The Union Central Life Ins Co		20,576.13
55			Strafe & Co.		4,115.23
54			Metropolitan Life		24,691.36
44			Conseco Capital Management		12,345.68
46			Western National Life Ins Co		123,456.79
47			Teachers Ins & Annuity Assoc		28,806.58
48			Equitable Life Insurance Co		74,074.07
50			AUSA Life Insurance Co		16,460.91
51			Mellon Bank Tree for AT&T		5,246.91
52			Mellon Bank Tree for BOOTH		11,213.99
53			Hare & Co		41,152.26
		Total			1,131,687.24
9.60% Senior Notes due 2002-2009
1			Teachers Ins & Annuity Assoc		82,304.53
3			Provident Life & Accident Ins Co		20,576.13
					102,880.66
7.80% Senior Notes due 2010-2018
Series A
	1-A		John Hancock Mutual Life Ins		24,691.36
	2-A		Teachers Ins & Annuity Assoc		37,037.04
					61,728.40

S-1

7.80% Senior Notes due 2010-2018
Series B
	1-B	John Hancock Mutual Life Ins		24,691.36
	2-B	Connecticut Life		13,168.72
	3-B	Connecticut Life		12,345.68
	4-B	Connecticut Life		24,691.36
	5-B	Connecticut Life		17,333.33
	6-B	Connecticut Life		14,765.43
	7-B	General Electric Capital		61,728.40
	8-B	Minnesota Life		32,921.81
	9-B	Mutual Life		4,115.23
	10-B	Ohio Life		20,576.13
				226,337.45
7.80% Senior Notes due 2010-2018
Series C
	1-C	John Hancock Mutual Life Ins		49,382.72
	1-C3	Investors Bank & Trust Co		12,345.68
	2-C	Provident Life & Accident Ins Co		41,152.26
				102,880.66
8.17% Senior Notes due 2003-2013
Series A
	R-A-2	The Equitable Life		26,707.82
				26,707.82
8.17% Senior Notes due 2003-2013
Series B
	R-B-1	John Hancock Mutual Life Ins		59,670.78
	R-B-2	John Hancock Mutual Life Ins		30,864.20
	R-B-4	Teachers Ins & Annuity Assoc		102,880.66
	R-B-5	John Hancock Mutual Life Ins		12,345.68
				205,761.32
8.17% Senior Notes due 2003-2013
Series C
	R-C-1	Teachers Ins & Annuity Assoc		16,460.91
	R-C-2	Allstate Life Insurance Co		36,666.67
	R-C-3	Allstate Life Insurance Co		9,053.50
	R-C-4	Allstate Life Insurance Co		18,107.00
				80,288.07
8.17% Senior Notes due 2003-2013
Series D
	R-D-2	Provident Life & Accident Ins Co		61,728.40
				61,728.40
Total Senior Notes			$	2,000,000.00

S-2

Exhibit C to
Note Purchase
Override Agreement

CROWN PACIFIC LIMITED PARTNERSHIP
CLOSING CERTIFICATE

To the Holders named
in Schedule I attached hereto

Ladies and Gentlemen:

        This certificate is the certificate referred to in Article IV(b) of the Note Purchase Override Agreement, dated as of April 19, 2002 (the "Agreement"), entered into by the undersigned, Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), with the Holders named therein. Unless otherwise indicated herein, capitalized terms used herein shall have the same meanings as in the Note Agreements (as defined in the Agreement), as modified by the Agreement.

        The Company hereby represents and warrants to you on the date hereof as follows:

        (1)    Subsidiaries.    The Company has no Subsidiaries.

        (2)    Organization and Authority.    (a) The Company:

        (i)    is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware;

        (ii)  has all requisite power and authority and all necessary licenses and permits to own and operate its Properties and to carry on its business as now conducted and as presently proposed to be conducted;

        (iii)  is duly licensed or qualified and is in good standing as a foreign partnership (to the extent qualification as a foreign partnership is permitted by statute) in each jurisdiction wherein the failure to be so qualified would have a material adverse effect on the business, operations or financial condition of the Company; and

        (iv)  does not believe that the inability of the Company to qualify as a foreign partnership in any state in which such qualification is not permitted by law will have a material adverse effect on the business, operations or financial condition of the Company.

        (b)  Annex A attached hereto states the name of each Person holding either a General Partnership Interest or Limited Partnership Interest in the Company.

        (3)    Representations and Warranties of Managing General Partner.    The representations and warranties of the Managing General Partner given to you in its Certificate of even date herewith, attached as Annex B hereto, are true and correct.

        (4)    Financial Statements.    (a) The unaudited balance sheet of the Company as of December 31, 2001 and the unaudited statements of operations, of changes in partners' capital and of cash flows of the Company for the year ended December 31, 2001, each attached hereto as Annex C, have been prepared in accordance with GAAP consistently applied except as therein noted, are correct and complete and present fairly, in all material respects, the financial position of the Company as of such date and the results of its operations and cash flows for such period, subject only to audit adjustments.

        (b)  Since December 31, 2001, there has been no change in the condition, financial or otherwise, of the Company as shown on the balance sheet of the Company as of such date, except changes in the ordinary course of business, none of which individually or in the aggregate has been materially adverse.

C-1

        (5)    Indebtedness.Annex D attached hereto correctly describes all Funded Debt (other than Capitalized Rentals), Current Debt and Capitalized Rentals of the Company outstanding as of the date hereof.

        (6)    Pending Litigation.    There are no proceedings pending, or to the knowledge of the Company threatened, against or affecting the Company or the Managing General Partner in any court or before any governmental authority or arbitration board or tribunal which if adversely determined would materially and adversely affect the business, profits or financial condition of the Company or the ability of the Company to perform the Agreement or the Note Agreements and comply with its obligations under the Senior Notes (as defined in the Agreement), each as modified by the Agreement. The Company is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal.

        (7)    Title to Properties.    The Company has good and marketable title in fee simple (or its equivalent under applicable law) to all material parcels of real property it purports to own and has good and marketable title to all the other Property it purports to own subject to no Liens other than Liens permitted by the Note Agreements, as modified by the Agreement, or by the Intercreditor Agreements, the Facility A Credit Agreement or the Facility B Credit Agreement (as such terms are defined in the Agreement), or the Security Instruments (as defined in the Intercreditor Agreement).

        (8)    Power and Authority; No Conflicts.    The compliance by the Company with all of the provisions of the Agreement and the Note Agreements and the Senior Notes (as defined in the Agreement), each as modified by the Agreement:

        (a)  are within the partnership powers of the Company; and

        (b)  will not result in the violation of any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or (except pursuant to the Intercreditor Agreement, the Facility A Credit Agreement or the Facility B Credit Agreement or the Security Instruments (as defined in the Intercreditor Agreement)) result in the creation of any Lien upon any Property of the Company under the provisions of, any agreement or any indenture or other instrument to which the Company is a party or by which it may be bound.

        (9)    No Defaults.    No Default or Event of Default (after giving effect to the Agreement) has occurred and is continuing. Except as disclosed on Annex E hereto, no default or event of default (after giving effect to the Third Amendment (as defined in the Agreement)) has occurred and is continuing under the Facility A Credit Agreement or the Facility B Credit Agreement, or under any instrument or instruments or agreements (i) under and subject to which any Current Debt or Funded Debt has been issued, or (ii) pursuant to which the Company has any material obligations; and no event has occurred and is continuing under the provisions of any such instrument or agreement which with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. The Company is not in violation in any respect of any terms of the Partnership Agreement.

        (10)    No Materially Adverse Contracts.    The Company is not a party to, or bound or affected by, any contract or agreement or subject to any judgment, order, writ, injunction, rule or regulation or decree or other action of any court or other governmental authority or agency, or the award of any arbitrator, or any charter or contractual restriction that materially adversely affects or in the future may (so far as the Company can now reasonably foresee based on facts known to the Company) materially adversely affect the business, Properties, profits, or financial condition of the Company.

        (11)    Taxes.    All tax returns required to be filed by the Company or the Predecessor Partnerships in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental charges upon the Company or the Predecessor Partnerships or upon any of their respective Properties, income or franchises, which are shown to be due and payable in such returns have been paid. The

C-2

Company does not know of any material proposed additional tax assessment against it or the Predecessor Partnerships for which adequate provision has not been made on its accounts and no material controversy in respect of additional income taxes due is pending or to the knowledge of the Company threatened. The provisions for taxes on the books of the Company are adequate for all open years, and for its current fiscal period.

        (12)    Compliance with Law.    The Company:

        (a)  is not, to the knowledge of the Company after due inquiry, in violation of any laws, ordinances, governmental rules or regulations to which it is subject, or

        (b)  has not failed to obtain any license, permit, franchise or other governmental authorization (and in the case of any temporary permits, application for permanent permits have been made and are pending) necessary to the ownership or operation of its Property or to the conduct of its business,

which violation or failure to obtain would materially adversely affect the business, profits, Properties or financial condition of the Company.

        (13)    Patents and Trademarks.    The Company owns or possesses all the patents, trademarks, trade names, service marks, copyrights, licenses and rights with respect to the foregoing necessary for the present and planned future conduct of its business, without any known conflict with the rights of others.

        (14)    Employee Retirement Income Security Act of 1974.    The consummation of the transactions provided for in the Agreement and the Note Agreements, as modified by the Agreement, and compliance by the Company with the provisions thereof will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended. Each Plan complies in all material respects with all applicable statutes and governmental rules and regulations, and (a) no Reportable Event has occurred and is continuing with respect to any Plan, (b) neither the Company nor any ERISA Affiliate has withdrawn from any Multiemployer Plan or instituted steps to do so, and (c) no steps have been instituted to terminate any Plan. No condition exists or event or transaction has occurred in connection with any Plan which could result in the incurrence by the Company or any ERISA Affiliate of any material liability, fine or penalty. No Plan maintained by the Company or any ERISA Affiliate, nor any trusts created thereunder, have incurred any "accumulated funding deficiency" as defined in Section 302 of ERISA nor does the present value of all benefits vested under all Plans exceed, as of the last annual valuation date, the value of the assets of the Plans allocable to such vested benefits. Neither the Company nor any ERISA Affiliate has any contingent liability with respect to any post-retirement "welfare benefit plan" (as such term is defined in ERISA) that could reasonably be expected to have a material adverse affect on the business, profits or financial condition of the Company.

        (15)    Environmental and Natural Resource Matters.    Except as disclosed in the reports listed on Annex F attached hereto, none of which disclosures could materially adversely affect the business, profits, Properties or financial condition of the Company, to the knowledge of the Company after due inquiry:

        (a)  neither the Company nor its Properties are in material violation of any applicable Environmental and Natural Resource Law;

        (b)  the Company has obtained all material Governmental Approvals required for its current operations and its Properties by any applicable Environmental and Natural Resource Law;

        (c)  there is no and has never been a material Release or threatened material Release or disposal of any Hazardous Material at the Properties of the Company; to the knowledge of the

C-3

Company, its Properties are not adversely affected by any Release or threatened Release originating or emanating from any other Property;

        (d)  the Properties of the Company do not contain and have not contained any: (i) underground storage tank, (ii) material amounts of asbestos containing building material, (iii) any landfills or dumps, (iv) hazardous waste treatment, storage or disposal facility as defined pursuant to RCRA or any comparable state law, or (v) site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any comparable state law;

        (e)  the Company is not subject to any material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; the Company is not subject to, has no notice or knowledge of and is not required to give any notice of any Environmental and Natural Resource Claim arising from the Company, its operations, its Properties or any other property previously owned or operated by the Company or its predecessors (including without limitation the Predecessor Partnerships, but excluding predecessors of the Company only with respect to title to such property); there are no conditions or occurrences at the Properties of the Company which could reasonably form the basis for an Environmental and Natural Resource Claim against the Company or its Properties;

        (f)    the Properties of the Company are not subject to, and the Company has no knowledge of any imminent, material restriction on its ownership, occupancy, use, productivity or transferability (i) in connection with any Release, threatened Release or disposal of a Hazardous Material, or Environmental and Natural Resource Law or (ii) as a consequence of any Harvest/Yield Restriction;

        (g)  in connection with any acquisition of real properties by the Company or its predecessors, the Company or its predecessors (including without limitation the Predecessor Partnerships, but excluding predecessors of the Company only with respect to title to such property) conducted due and diligent inquiry of any environmental liability of, compliance with any applicable Environmental and Natural Resource Law of and the environmental condition of such acquired Properties, which due and diligent inquiry (i) constituted at the time of such acquisition all appropriate inquiry into the previous ownership and uses of such Property consistent with good commercial or customary practice in an effort to minimize liability, and (ii) constituted at the time of such acquisition the due diligence a reasonable and prudent purchaser would have conducted as to environmental, health and safety matters, when acquiring similar Properties.

Dated: April 19, 2002
	CROWN PACIFIC LIMITED PARTNERSHIP
	By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
		By:	HS Corp. of Oregon, its General Partner
			By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

C-4

Schedule I to
Closing Certificate of
Crown Pacific Limited Partnership

Holders of Senior Notes of
Crown Pacific Limited Partnership

1.

John Hancock Life Insurance Company

2.

John Hancock Variable Life Insurance Company

3.

Mellon Bank, N.A., as Trustee for Long-Term Investment Trust

4.

Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Pension Trust

5.

The Northern Trust Company, as Trustee for the Lucent Technologies Inc. Master Pension Trust

6.

Commonwealth of Pennsylvania State Employees' Retirement System

7.

General Electric Capital Assurance Company

8.

Teachers Insurance and Annuity Association of America

9.

Minnesota Life Insurance Company

10.

MTL Insurance Company

11.

The Ohio National Life Insurance Company

12.

Ohio National Life Assurance Corporation

13.

Provident Life & Accident Insurance Company

14.

Connecticut General Life Insurance Company

15.

AUSA Life Insurance Company

16.

Life Investors Insurance Company of America

17.

Monumental Life Insurance Company

18.

Transamerica Life Insurance Company

19.

American General Annuity Insurance Company

20.

Massachusetts Mutual Life Insurance Company

21.

Allstate Life Insurance Company

22.

Allstate Life Insurance Company of New York

23.

Metropolitan Life Insurance Company

24.

Reassure America Life Insurance Company

25.

The Equitable Life Assurance Society of the United States

26.

The Union Central Life Insurance Company

27.

The Manhattan Life Insurance Company

28.

Washington National Life Insurance Company

C-1

Annex A to
Closing Certificate of
Crown Pacific Limited Parnership

General Partnership Interest:
Crown Pacific Management, L.P.	1.0101% GP Interest
Limited Partnership Interest:
Crown Pacific Partners, L.P.	96.4776% LP Interest
CP Acquisition, Inc.	0.7781% LP Interest
CP Acquisition II, Inc.	1.4849% LP Interest
CP Acquisition III, Inc.	0.2493% LP Interest

Annex B to
Closing Certificate of
Crown Pacific Limited Parnership

CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP
CLOSING CERTIFICATE

To the Holders named
in Schedule I attached hereto

Ladies and Gentlemen:

        This certificate is delivered to you as part of the Closing Certificate of the Company referred to in Article IV(b) of the Note Purchase Override Agreement, dated as of April 19, 2002 (the "Agreement"), entered into by Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), with the Holders named therein. Unless otherwise indicated herein, capitalized terms used herein shall have the same meanings as in the Note Agreements (as defined in the Agreement), as modified by the Agreement.

        Crown Pacific Management Limited Partnership, a Delaware limited partnership and the managing general partner of the Company (the "Managing General Partner"), hereby represents and warrants to you on the date hereof as follows:

        (1)    Subsidiaries.    The Managing General Partner has no Subsidiaries.

        (2)    Organization and Authority.    (a) The Managing General Partner:

        (i)    is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware;

        (ii)  has all requisite power and authority and all necessary licenses and permits to own and operate its Properties and to carry on its present business as now conducted and as presently proposed to be conducted;

        (iii)  is duly licensed or qualified and is in good standing as a foreign partnership (to the extent qualification as a foreign partnership is permitted by statute) in each jurisdiction wherein the failure to be so qualified would have a material adverse effect on the Properties, business, prospects, profits or financial condition of the Managing General Partner; and

        (iv)  has the power and authority under the Partnership Agreement of the Company to execute and deliver on behalf of the Company the Agreement and the other certificates and agreements to be delivered by the Company in connection with the transactions contemplated by the Agreement.

        (b)  Annex A attached hereto states the name of each Person holding either a General Partnership Interest or Limited Partnership Interest in the Managing General Partner.

        (3)    No Conflicts.    The execution and delivery by the Managing General Partner on behalf of the Company of the Agreement and the other certificates and agreements to be delivered by the Company in connection with the transactions contemplated by the Agreement do not and will not contravene any law or order of any court or governmental authority or agency applicable to or binding on the Managing General Partner or contravene the provisions of, or constitute a default under, its limited partnership agreement or any indenture, mortgage, contract or any agreement or instrument to which the Managing General Partner is a party or by which it or any of its Property may be bound or affected.

        (4)    Pending Litigation.    There are no proceedings pending, or to the knowledge of the Managing General Partner threatened, against or affecting the Managing General Partner, in any court or before any governmental authority or arbitration board or tribunal which if adversely determined would

materially and adversely affect the Properties, business, profits or financial condition of the Managing General Partner. The Managing General Partner is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal.

        (5)    No Defaults.    The Managing General Partner is not in default in the payment of principal or interest on any Indebtedness, is not in violation in any respect of any terms of its limited partnership agreement and is not in default under any instrument or instruments or agreements under and subject to which any Indebtedness has been issued, and no event has occurred and is continuing under the provisions of any such instrument or agreement which with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder.

        (6)    Compliance with Law.    The Managing General Partner:

        (i)    is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject, and

        (ii)  has not failed to obtain any license, permit, franchise or other governmental authorization (and in the case of any temporary permits, application for permanent permits have been made and are pending) necessary to the ownership or operation of its Property or to the conduct of its business, which violation or failure to obtain might materially adversely affect the Properties, business, profits or financial condition of the Managing General Partner.

Dated: April 19, 2002
	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP
	By:	HS Corp. of Oregon, its General Partner
		By:	/s/  ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

Schedule I to
Closing Certificate of
Crown Pacific Management Limited Partnership

Holders of Senior Notes of
Crown Pacific Limited Partnership

1.

John Hancock Life Insurance Company

2.

John Hancock Variable Life Insurance Company

3.

Mellon Bank, N.A., as Trustee for Long-Term Investment Trust

4.

Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Pension Trust

5.

The Northern Trust Company, as Trustee for the Lucent Technologies Inc. Master Pension Trust

6.

Commonwealth of Pennsylvania State Employees' Retirement System

7.

General Electric Capital Assurance Company

8.

Teachers Insurance and Annuity Association of America

9.

Minnesota Life Insurance Company

10.

MTL Insurance Company

11.

The Ohio National Life Insurance Company

12.

Ohio National Life Assurance Corporation

13.

Provident Life & Accident Insurance Company

14.

Connecticut General Life Insurance Company

15.

AUSA Life Insurance Company

16.

Life Investors Insurance Company of America

17.

Monumental Life Insurance Company

18.

Transamerica Life Insurance Company

19.

American General Annuity Insurance Company

20.

Massachusetts Mutual Life Insurance Company

21.

Allstate Life Insurance Company

22.

Allstate Life Insurance Company of New York

23.

Metropolitan Life Insurance Company

24.

Reassure America Life Insurance Company

25.

The Equitable Life Assurance Society of the United States

26.

The Union Central Life Insurance Company

27.

The Manhattan Life Insurance Company

28.

Washington National Life Insurance Company

Annex A to
Closing Certificate of
Crown Pacific Management Limited Partnership

General Partnership Interest:
HS Corp of Oregon	0.3% GP Interest
FTI Holdings LP	0.7% GP Interest
Limited Partnership Interest:
Peter W. Stott	23.2% LP Interest
Roger L. Krage	1.9% LP Interest
FTI Holdings LP	73.9% LP Interest

Annex D to
Closing Certificate of
Crown Pacific Limited Partnership

SCHEDULE OF FUNDED DEBT, CURRENT DEBT
AND CAPITALIZED LEASES (1)

FUNDED DEBT:
9.78% Senior Notes	$	275,000,000
9.60% Senior Notes		25,000,000
8.17% Senior Notes		91,000,000
7.80% Senior Notes		95,000,000
Bank Acquisition Facility		199,300,000
Bank Working Capital Facility		24,500,000
CURRENT DEBT:
None.
CAPITALIZED LEASES:
None.

(1)

As of the date hereof, prior to execution of the Agreement, the Intercreditor Agreement, the Facility A Credit Agreement or the Facility B Credit Agreement (as such terms are defined in the Agreement).

Annex E to
Closing Certificate of
Crown Pacific Limited Partnership

Capitalized terms used in this Annex E but not defined in the Agreement have the respective meanings set forth in the Facility A Credit Agreement and the Facility B Credit Agreement (as such terms are defined in the Agreement).

        Due to ongoing negotiations between the Banks and the Holders, the Company was unable to complete and deliver to the Bank Agent pursuant to Section 6.1 of the Facility A Credit Agreement and the Facility B Credit Agreement a copy of the audited consolidated balance sheet of the Company and its subsidiaries as at the end of December 31, 2001 and the related consolidated statements of income or operations, partners' equity and cash flows for December 31, 2001, and, accordingly, the Company was unable to submit a certificate of the Independent Auditor stating that in making the examination necessary therefore no knowledge was obtained of any Default or Event of Default.

Annex F to
Closing Certificate of
Crown Pacific Limited Partnership

ENVIRONMENTAL REPORTS

        The following reports contain disclosures with respect to environmental matters described in paragraph (15) of the Company's Closing Certificate.

        With respect to certain facilities related to or in the vicinity of the closed Long Lake sawmill in Spokane, Washington (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Site Assessment (September 13, 1993).



2.

Environment Compliance Audit (October 13, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).



5.

Underground Storage Tank Closure Report (November 1995).



6.

Underground Storage Tank Site Assessment Report (April 4, 1996).



7.

Letter from Dave George, Washington Department of Ecology, to Crown Pacific (July 15, 1996), regarding alleged historic spills of oil.



8.

Letter from K.C. Hansen, CPLP, to Dave George, Washington Department of Ecology (July 30, 1996), responding to complaint regarding alleged historic spills of oil.



9.

Transcription of voicemail message from Dave George, Washington Department of Ecology, to K.C. Hansen, CPLP (August 27,1996), regarding closure of file on alleged historic spills of oil.

        With respect to certain facilities related to or in the vicinity of the closed Coeur d'Alene sawmill near Coeur d'Alene, Idaho (which property is for sale by the Company), those matters described in:

1.

Storm Water Pollution Prevention Plan for the DAW Forest Products Company Coeur d'Alene Facility (April 1, 1993).



2.

Phase I Environmental Site Assessment (September 13, 1993).



3.

Environmental Compliance Audit (October 14, 1993).



4.

Summary of Findings, Phase II Report of Results (October 18, 1993).



5.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).



6.

Correspondence dated October 28, 1993, from Diane R. Lorenzen, Bison Engineering, Inc., to William R. Grieve, Bank of Montreal, regarding status of opacity compliance at Coeur d'Alene, Idaho facility.



7.

Spill Prevention Control and Countermeasure Plan for the Crown Pacific Inland Lumber Coeur d'Alene Facility (February 26, 1994 and February 1998).



8.

Survey of Asbestos Containing Materials (June 1994).



9.

Correspondence dated May 12, 1995, from Richard Roché, Century West Engineering, to K.C. Hansen, CPLP, regarding testing of log yard waste.



10.

Correspondence, November 9, 1998, from Richard Roché, R.G., Century West Engineering, to K.C. Hansen, CPLP, regarding Summary of Changes in the EPA Modified NPDES Multi-Sector Storm Water Permit Crown Pacific Idaho facilities.

11.

Correspondence, November 3, 1998, to K.C. Hansen, CPLP, from Joni Hammond, DEQ, regarding The 1997 Legislature passed a low allowing some reuse/land application of industrial process water.



12.

Storm Water Pollution Prevention Plan & Spill Prevention Control & Countermeasure Plan (February 4, 1999).



13.

Phase 1 Environmental Site Assessment (April 27, 2000).

        With respect to certain facilities related to or in the vicinity of the closed Albeni Falls sawmill in Oldtown, Idaho (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Site Assessment (August 9, 1993).



2.

Environmental Compliance Audit (October 12, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).

        With respect to certain facilities related to or in the vicinity of the closed Colburn sawmill in Colburn, Idaho (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Assessment (August 12, 1993).



2.

Environmental Compliance Audit (October 13, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).



5.

Storm Water Pollution Prevention Plan (November 17, 1998).



6.

Spill Prevention Control and Countermeasure Plan (September 30, 1998).

        With respect to certain facilities related to or in the vicinity of the Bonners Ferry sawmill in Bonners Ferry, Idaho (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Assessment (August 5, 1993).



2.

Environmental Compliance Audit (October 12, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).



5.

Survey for Asbestos Containing Materials (July 1994).



6.

Spill Prevention Control and Countermeasure Plan for the Crown Pacific Bonners Ferry Facility (July 14, 1997).



7.

Remediation Report, Former Debarker Area (October 30, 1997).



8.

Phase I Environmental Site Assessment Update (December 10, 1997).



9.

Correspondence, March 20, 1998, from Orville D. Green, Air & Hazardous Waste Division, to K.C. Hansen, CPLP, regarding P-970125 Crown Pacific Limited Partnership, Bonners Ferry (Permit to Construct Modification Application)



10.

Storm Water Pollution Prevention Plan & Spill Prevention Control & Countermeasure Plan (September 29, 1998).



11.

Site Remediation Report (September 24, 2001).

        With respect to certain facilities related to or in the vicinity of the closed Thompson Falls sawmill near Thompson Falls, Montana (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Assessment (September 10, 1993).



2.

Environmental Compliance Audit (October 14, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).

        With respect to certain facilities related to or in the vicinity of the closed Superior sawmill near Superior, Montana (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Assessment (September 13, 1993).



2.

Environmental Compliance Audit (October 14, 1993).



3.

Summary of Findings, Phase II Report of Results (October 18, 1993).



4.

Phase II Environmental Site Assessments of DAW and W-I Forest Products Company, L.P. Northern Division Facilities (October 20, 1993).



5.

Letter, dated December 17, 1993, from K.C. Hansen, Crown Pacific Inland, to Edward A. Thamke, Montana Department of Health and Environmental Sciences, regarding test results.



6.

Letter, dated May 25, 1994, from Edward Thamke, Montana Department of Health and Environmental Sciences, regarding closure of wood waste landfill.

        With respect to certain facilities related to or in the vicinity of the closed Plywood facility in Redmond, Oregon (which property has been sold by the Company), those matters described in:

1.

Environmental Compliance Audit, Dated December 2, 1993.



2.

Phase I Environmental Site Assessment, dated July 19, 1993.



3.

Scope I Report of Findings and Level II Environmental Site Assessment for DAW Redmond Wood Products Facilities at Redmond, Oregon, dated August 29, 1993.



4.

Scope II Report of Findings and Level II Environmental Site Assessment for DAW Bend Sawmill and Redmond Facilities at Bend and Redmond, Oregon, dated August 29, 1993.



5.

Scope III Report of Findings and Level II Environmental Site Assessment for DAW Redmond and Bend Facilities at Redmond and Bend, Oregon, dated August 30, 1993.



6.

Addendum to Phase I Environmental Site Assessment Reports DAW Bend Sawmill, Redmond Remanufacturer and Plywood facilities, dated September 4, 1993.



7.

Correspondence, dated August 9, 1993, from Eric J. Mears, Century West Engineering Corporation, to P.A. Leineweber, regarding results of limited environmental review of DAW facilities in Bend and Redmond, Oregon.



8.

Correspondence, dated October 8, 1993, from Glenn E. Cook, Century West Engineering Corporation to Dan Schmitke, Crown Pacific, Ltd., regarding disposal of hydrocarbon contaminated soil from remanufacture and plywood facilities.



9.

Correspondence, dated October 7, 1993, from James S. DeSmet, Grant, Schreiber & Associates, to Doug Westnhaver, DAW, regarding Redmond asbestos abatement project.

        With respect to certain facilities related to or in the vicinity of the closed Remanufacturing facility in Redmond, Oregon (which property has been sold by the Company), those matters described in:

1.

Environmental Compliance Audit, Dated December 2, 1993.

2.

Phase I Environmental Site Assessment, dated July 26, 1993.



3.

Scope I Report of Findings and Level II Environmental Site Assessment for DAW Redmond Wood Products Facilities at Redmond, Oregon, dated August 29, 1993.



4.

Scope II Report of Findings and Level II Environmental Site Assessment for DAW Bend Sawmill and Redmond Facilities at Bend and Redmond, Oregon, dated August 29, 1993.



5.

Scope III Report of Findings and Level II Environmental Site Assessment for DAW Redmond and Bend facilities at Redmond and Bend, Oregon, dated August 30, 1993.



6.

Addendum to Phase I Environmental Site Assessment Reports DAW Bend sawmill, Redmond Remanufacturer and Plywood Facilities, dated September 4, 1993.



7.

Correspondence, dated August 9, 1993, from Eric J. Mears, Century West Engineering Corporation, to P.A. Leineweber, regarding results of limited environmental review of DAW facilities in Bend and Redmond, Oregon.



8.

Correspondence, dated August 29, 1993, from Eric J. Mears, Century West Engineering Corporation to P.A. Leineweber, Crown Pacific, Ltd., discussing supplemental findings of sampling conducted at the remanufacturing plant in Redmond, Oregon.



9.

Correspondence, dated October 8, 1993, from Glenn E. Cook, Century West Engineering Corporation to Dan Schmitke, Crown Pacific, Ltd., regarding disposal of hydrocarbon contaminated soil from remanufacture and plywood facilities.



10.

Phase I Environmental Site Assessment Update (August 30, 1996).



11.

Correspondence, April 17, 1998, to Tony Leineweber, CPLP, from Bill Smith, Merrill, O'Sullivan, MacRitchie, Petersen &Dixon, LLP, regarding DEQ NFA Determination.

        With respect to certain facilities related to or in the vicinity of the Gilchrist sawmill in Gilchrist, Oregon, those matters described in:

1.

Level II Environmental Assessment, dated July 18, 1991.



2.

Supplemental Environmental Assessment, dated August 7, 1991.



3.

Groundwater and Subsurface Soil Investigation, dated September 13, 1991.



4.

Letter from Glenn E. Cook of Century West Engineering to P.A. Leineweber, dated November 21, 1992, describing the status of certain environmental remediation activities and issues.



5.

Notice of Noncompliance from Oregon Department of Environmental Quality to K.C. Hansen, CPLP (October 31, 1997), regarding alleged violations of hazardous waste, used oil, and spill requirements.



6.

Correspondence from K.C. Hansen, CPLP, to Jeff Ingalls, Oregon Department of Environmental Quality (December 8, 1997), regarding response to Notice of Noncompliance.



7.

Storm Water Pollution Control Plan (January 29, 1998).



8.

Spill Prevention, Control, and Countermeasure Plan (February 25, 1998).



9.

Correspondence, October 7, 1999, to Linda Hayes-Gorman, DEQ, From K.C. Hansen, CPLP, regarding Gilchrist Solid Waste Closure Permit.



10.

Correspondence, June 29, 2001, to Ms. Katie Robertson, R.G., DEQ, From K.C. Hansen, CPLP, regarding Information Requested by the DEQ Regarding the Crown Pacific Sawmill Cilchrist, Oregon (ECSI #615).



11.

EDR Report #0480366.3r (April 3, 2000).



12.

Storm Water Pollution Control Plan (May 1, 1996)

13.

Spill Prevention Control and Countermeasure Plan (October 4, 1994).



14.

Toxic Substance and Hazardous Waste Reduction Plan (December 8, 1998).



15.

Phase I Environmental Site Assessment (April 26, 2000).



16.

Solid Waste Disposal Site Permit: Wood Waste Landfill, DEQ, Permit #1129.

        With respect to certain facilities related to or in the vicinity of the Prineville sawmill in Prineville, Oregon, those matters described in:

1.

Environmental Property Transfer Assessment, Level I, dated July 23, 1991.



2.

Underground Storage Tank Decommissioning and Temporary Closure Report, dated July 23, 1991.



3.

Offsite Investigation Report, dated July 23, 1991.



4.

Level II Environmental Property Transfer Assessment, dated July 23, 1991.



5.

Correspondence, dated April 26, 1991, from Paul Carlson, Asbestos Resources, Inc. to P.A. Leineweber, enclosing asbestos survey report.



6.

Letter from Blair T. Loftis of Hahn and Associates to P.A. Leineweber, dated November 23, 1992, describing the status of certain environmental remediation activities and issues.



7.

Site Assessment Corrective Cleanup Action Report (June 1994).



8.

Corrective Cleanup Action Report (August 1994).



9.

Spill Prevention Control and Countermeasure Plan (October 13, 1994).



10.

Correspondence from Warren J. Klemz, Jr., Oregon Department of Environmental Quality to Jim Horner, CPLP (December 30, 1994), regarding "no further action" determination for underground storage tank decommissioning.



11.

Storm Water Pollution Control Plan (October 14, 1996).



12.

Spill Prevention, Control, and Countermeasure Plan (February 1998).



13.

Storm Water Pollution Control Plan (February 1998).



14.

Correspondence, March 4, 1998, from Paul A. Devito, DEQ, to Bill Eastman, CPLP, regarding General 1200-Z NPDES, File No. 107793.



5.

Correspondence, May 20, 1998, from Fichard J. Nichols, DEQ, to Jim Horner, CPLP, regarding NPDES Permit No. 500-J, File No. 107793, EPA No. OR000243-7.



16.

Correspondence, June 5, 1998, to Richard Roché, R.G., Century West Engineering, from K.C. Hansen, CPLP, regarding NPDES Permit—Prineville—Non-Contact Cooling Water.



17.

Phase I Environmental Site Assessment (April 21, 2000).

        With respect to certain facilities related to or in the vicinity of the Hamilton reload site, Hamilton, Washington, those matters described in:

1.

Environmental Property Transfer Assessment, Level I, dated July 23, 1991.



2.

Subsurface Investigation Report, dated July 23, 1991.



3.

Final Report for Underground Storage Tank Installation and Decommissioning operations, dated July 1992.



4.

Monitoring Well Installation and Additional Assessment Operations report, dated October 1992.



5.

Asbestos Management Plan, dated November 1992.

6.

Update of Level I and II Environmental Site Assessments, dated November 1992.



7.

Remediation Investigation Verification Report Groundwater Sampling Activities, dated June 1993.



8.

Land Treatment Unit Soil Bioremediation Progress Report, dated November 1993.



9.

Additional Well Installation and Groundwater Monitoring Report, dated November 1993.



10.

Land Treatment Unit Soil Bioremediation Closure Report (October 1994).



11.

Correspondence, October 19, 1994, from Elain P. Atkinson, Dept. of Ecology, to Tom Gainer, Century West Engineering, regarding Independent Remedial Action Program.



12.

Correspondence dated November 18, 1994, from Thomas Gainer, Century West Engineering, to Elaine Atkinson, Washington Department of Ecology, regarding request for No Further Action designation.



13.

Correspondence, dated May 31, 1995, from Ben Amoah-Forson, Washington Department of Ecology, to Russ Paul, CPLP, regarding review of independent remedial action.



14.

Quarterly [Groundwater]Monitoring Report (September 14, 1995).



15.

Quarterly [Groundwater]Monitoring Report (December 15, 1995).



16.

Storm Water Pollution Prevention Plan (March 22, 1996).



17.

Quarterly [Groundwater]Monitoring Report (March 25, 1996).



18.

Quarterly [Groundwater]Monitoring Report (July 25, 1996).



19.

Correspondence, dated October 8, 1996, from Thomas B. Gainer, Century West Engineering, to Tony Leineweber, CPLP, regarding termination of quarterly groundwater monitoring.



20.

Spill Prevention Control & Countermeasure Plan Recertification (December 20, 1998).



21.

Pesticide Permanent Mixing and Loading Facility Spill Prevention Control and Countermeasure plan (March 10. 1999)



22.

Groundwater Monitoring Report (April 26, 2000).



23.

Phase I Environmental Site Assessment (May 2, 2000).



24.

Storm Water Pollution Prevention Plan (October 10, 2001).

        With respect to certain facilities related to or in the vicinity of the Whidbey Island seed orchard in Whidbey Island, Washington, those matters described in:

1.

Environmental Property Transfer Assessment, Level I, dated May 23, 1991.



2.

Irrigation Well Sampling and Analysis report, dated July 23, 1991.

        With respect to certain facilities related to or in the vicinity of the LaPine chipping mill in LaPine, Oregon (which property has been sold by the Company), those matters described in:

1.

Phase I Environmental Site Assessment (June 2, 1995).



2.

Site Investigation and Cleanup Report (July 19, 1995).

        With respect to lands or facilities related to or in the vicinity of timberlands acquired from Cavenham Forest Industries in Oregon and Washington, those matters described in:

1.

Phase I Environmental Site Assessment, Cavenham Forest Industries Properties, Central and Eastern Oregon and Northwestern Washington (March 4, 1996).



2.

Phase II Environmental Site Assessments, Cavenham Property, Mazama Block—Oregon, Olympic Block—Washington (April 11, 1996).

3.

Correspondence from Richard H. Allan, Ball, Janik & Novack, to Tony Leineweber, CPLP, Dated February 13, 1996 (should be May 3, 1996), regarding disposal of empty herbicide drums.



4.

Letter report from Century West Engineering to Tony Leineweber, CPLP, dated June 20, 1996, regarding Phase II ESA Site Inspections, Eastside Mines.



5.

Letter from Richard Roché, Century West Engineering, to Tony Leineweber, CPLP, regarding aboveground storage tank at government microwave relay station.



6.

Site Restoration and Remediation Report, Former Cavenham Property, Olympic Block (October 7, 1996).



7.

Remediation Report, Former Cavenham Property, Mazama Block (October 7, 1996).

        With respect to endangered species issues, those matters described in:

1.

Report, dated April 1991, entitled "Review of Spotted Owl Habitat Potential on Lands Owned by Crown Pacific, Ltd. In Washington State," prepared by Beak Consultants, Inc.



2.

Correspondence, dated March 22, 1991, from Beak Consultants, Inc., to Richard D. Gustafson, Cavenham Forest Industries, Inc., regarding the status of northern spotted owls on Gilchrist Timber Company property.



3.

Correspondence, dated April 8, 1991, from Beak Consultants, Inc., to Richard D. Gustafson, Cavenham Forest Industries, Inc., reviewing spotted own habitat on Gilchrist Timber Company land.



4.

Correspondence, dated April 30, 1991, from Beak Consultants Inc., to Richard Gustafson, summarizing the report of spotted owl surveys.



5.

Report, dated June 29, 1993, entitled "Assessment of Regulatory Constraints of the Endangered Species Act on Timber Harvest from DAW/W-I Timberlands" by Beak Consultants, Inc.



6.

Letter, dated September 9, 1993, from Givens Pursley & Huntley to Roger L. Krage, regarding Idaho Forest Practices Act and related information on endangered species.



7.

Environmental Summaries provided by Cavenham Forest Industries.

        With respect to certain facilities related to or in the vicinity of the Port Angeles Sawmill in Port Angeles, Washington, those matters described in:

1.

Phase I and II Environmental Site Assessments and Remediation Report (September 30, 1997).



2.

Engineering Report—Crown Pacific Facility, Port Angeles, WA (May 29, 1998).



3.

Additional Remedial Excavation Report (November 9, 1998).



4.

Spill Prevention, Control, and Countermeasure (SPCC) Plan (December 31, 1998).



5.

Storm Water Pollution Prevention Plan (December 31, 1998).



6.

Mitigated Determination of Non-Significance, from Clallam County (June 2, 1999).



7.

Letter, dated October 4, 1999, from Century West Engineering to KC Hansen, regarding Port Angeles Facility Dry Season SWPPP and SPCC Plan Inspections.



8.

Preliminary Engineering Report—Stormwater Discharge Treatment (October 18, 1999).



9.

Phase I Environmental Site Assessment (April 21, 2000).

10.

Correspondence, November 9, 2000, from Norman K. Schench, P.E., Dept. of Ecology, to K.C. Hansen, CPLP, regarding NPDES Permit No. WA0042013—Crown Pacific Sawmill, Port Angeles.



11.

Correspondence, November 28, 2000, from Dept. of Ecology, to Crown Pacific-Port Angeles, Stormwater Permit No. S03-003030.



12.

Correspondence, December 7, 2000, from Kevin J. Beaton, Stoel Rives, LLP., to K.C. Hansen, CPLP, regarding Final Reissuance of NPDES Storm Multi-Sector Permit for Industrial Activities.



13.

Correspondence, December 12, 2000, from Dept. of Ecology, to K.C. Hansen, CPLP, regarding Notice of Correction No. DE 00WQSR-1811.



14.

Correspondence, January 10, 2001, from K.C. Hansen, CPLP, to Mr. Marc Pacifico, Dept. of Ecology, regarding Feasible Options for Storm Water Management NOC No. DE 00WQSR-1811.



15.

Correspondence, February 28, 2001, from K.C. Hansen, CPLP, to Mr. Marc Pacifico, Dept. of Ecology, regarding Notice of Corrections # DE 00WQSR-1811 Issued to Crown Pacific—Port Angeles.



16.

Correspondence, March 14, 2001, from Steven G. Eberl, P.E., Dept. of Ecology, to K.C. Hansen, CPLP, regarding Notice of Correction Extension Request.



17.

Transcribed from K.C. Hansen's voice mail, from Norm Schenk, Dept. of Ecology, to K.C. Hansen, CPLP, regarding Review of report.



18.

Document, March 28, 2001, from Norman K. Schench, P.E., Dept. of Ecology, to K.C. Hansen, CPLP, regarding Engineering Review of Plans for Construction of Wastewater Facilities.



19.

Engineering Report—Stormwater Infiltration Pond (March 28, 2001).



20.

Engineering Report Addendum—Stormwater Infiltration Pond (June 29, 2001).



21.

Correspondence, July 11, 2001, from Kelly Susewind, P.E., Dept. of Ecology, to K.C. Hansen, CPLP, regarding Engineering Report, Engineering Report Addendum and Construction Drawings—Storm Water Infiltration Pond, Prepared by CWEC, Date June 29, 2001.



22.

Correspondence, August 29, 2001, from Norman K. Schench, P.E., Dept. of Ecology, to K.C. Hansen, CPLP, regarding Site Visit—July 20, 2001, Port Angeles.



23.

Letter, dated October 23, 2001, from Century West Engineering to Steven Kroll, regarding Stormwater Infiltration Pond.



24.

Letter, dated November 11, 2001, from Century West Engineering to KC Hansen, regarding Stormwater Infiltration Pond.



25.

Port Angeles Wastewater Permit Renewal (January 2, 2002).

        With respect to certain facilities related to or in the vicinity of the Marysville sawmill in Marysville, Washington, those matters described in:

1.

Phase I and II Environmental Site Assessments and Remediation Report (September 11, 1996).



2.

Correspondence from Richard Roché, Century West Engineering, to Tony Leineweber, CPLP (November 8, 1996) regarding Texaco site contamination.



3.

Spill Prevention, Control, and Countermeasure (SPCC) Plan (December 19, 1996).



4.

Storm Water Pollution Prevention Plan (January 15, 1997).

5.

Additional Site Characterization Report (March 20, 1997).



6.

Quarterly [Groundwater] Monitoring Report (Event #3) (June 1997).



7.

Correspondence from Richard Roché, Century West Engineering, to Tony Leineweber, CPLP (June 12, 1997) regarding Texaco site contamination.



8.

Correspondence, August 15, 1997, to Glenn Pieritz, WDOE, From K.C. Hansen, CPLP, regarding Request for Extension of Storm Water Pollution Prevention Plan Capital Improvements Deadline.



9.

Correspondence, August 22, 1997, to Richard Roché, Century West Engineering, from Dan D. Wrye, WDOE, regarding Approved Extension of Storm Water Pollution Prevention Plan (SWPPP).



10.

Quarterly [Groundwater] Monitoring Report (Event #4) (September 1997).



11.

Quarterly [Groundwater] Monitoring Report (Event #5) (November 24, 1997).



12.

Correspondence from Richard Roché, Century West Engineering, to Tony Leineweber, CPLP (December 2, 1997) regarding Texaco site contamination.



13.

Remedial Excavation Report (August 26, 1998).



14.

Groundwater Monitoring Report Events #1-16 (October 1996-August 2001).



15.

Phase I Environmental Site Assessment (April 21, 2000).



16.

Storm Water Pollution Prevention Plan (October 10, 2001).

        With respect to lands related to or in the vicinity of the Gilchrist tree farm near LaPine, Oregon, those matters described in:

1.

Notice of Noncompliance from Oregon Department of Environmental Quality to K.C. Hansen, CPLP (October 31, 1997), regarding alleged violations of hazardous waste, used oil, and spill requirements.



2.

Remediation Report, Gilchrist Tree Farm, Spring Butte Oil Spill (November 3, 1997).



3.

Correspondence from K.C. Hansen, CPLP, to Jeff Ingalls, Oregon Department of Environmental Quality (December 8, 1997), regarding response to Notice of Noncompliance.



4.

Correspondence from Jeff Ingalls, Oregon Department of Environmental Quality, to K.C. Hansen, CPLP (December 9, 1997), regarding "no further action" determination for spill remediation.

        With respect to lands related to or in the vicinity of the Scottsdale wholesale lumberyard near Scottsdale, Arizona, those matters described in:

17.

Phase I Environmental Site Assessment (November 1997).



18.

Phase I Environmental Site Assessment (April 19, 2000).

        With respect to lands related to or in the vicinity of the Glendale wholesale lumberyard near Glendale, Arizona, those matters described in:

1.

Phase I Environmental Site Assessment (November 1997).



2.

Phase I Environmental Site Assessment (April 21, 2000).

        With respect to lands related to or in the vicinity of the Queen Creek wholesale lumberyard near Queen Creek, Arizona, those matters described in:

1.

Phase I Environmental Site Assessment (November 1997).



2.

Phase I Environmental Site Assessment (April 21, 2000).

        With respect to lands related to or in the vicinity of the Las Vegas wholesale lumberyard near Las Vegas, Nevada, those matters described in:

1.

Phase I Environmental Site Assessment (January 1999).



2.

Phase I Environmental Site Assessment (April 19, 2000).

        With respect to lands related to or in the vicinity of the Dermody wholesale lumberyard near Dermody, Nevada, those matters described in:

1.

Phase I Environmental Site Assessment (April 19, 200

Exhibit D to
Note Purchase
Override Agreement

CROWN PACIFIC LIMITED PARTNERSHIP

Officer's Certificate

April 19, 2002

        Reference is made to the Note Purchase Override Agreement, dated as of April 19, 2002 (the "Override Agreement"), among Crown Pacific Limited Partnership (the "Company"), and the Holders party thereto. Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Override Agreement.

        I, Richard D. Snyder, Senior Vice President and Chief Financial Officer of the Company, hereby certify as of the date hereof, pursuant to Section 3.5 of the Override Agreement, that Schedule A attached hereto sets forth, to my best knowledge and belief, true and correct information with respect to the gross proceeds of the Inland Tree Farm South Sale, the Net Proceeds of the Inland Tree Farm South Sale and a detailed list of expenses associated with such sale in the manner and amounts that such Net Proceeds and expenses will be paid pursuant to Sections 3.5 and 3.6 of the Override Agreement.

[signature page follows]

D-1

        IN WITNESS WHEREOF, I have hereunto set my hand to this certificate, in my capacity as Senior Vice President and Chief Financial Officer of the Company, as of the date first written above.

/s/ RICHARD D. SNYDER Richard D. Snyder
Senior Vice President and
Chief Financial Officer

D-2

Schedule A to
Officer's Certificate of
Crown Pacific Limited Partnership

CROWN PACIFIC PARTNERS LP

DISTRIBUTION OF INLAND SOUTH TREE FARM SALE PROCEEDS
(actual $'s)

Gross Proceeds and Calculation of Net Proceeds of Inland Tree Farm South Sale

Gross Proceeds			$	133,815,585.00
Inland Costs
Holdbacks
	Adjustment Escrow			(10,000,000.00	)
	Harvest Volume Adjustment			(1,401,617.00	)
		Total Holdbacks		(11,401,617.00	)
Expenses
	Taxes			(563,342.00	)
	Escrow Fee			(3,000.00	)
	Title Insurance (Chicago)			(72,832.00	)
	Title Insurance (Land America)			(118,119.00	)
	Logging Contract			(201,667.00	)
	Road Sharing			(22,000.00	)
	Cruise Costs			(123,600.00	)
	Ball Janik LLC			(85,385.02	)
	Other			(6,506.00	)
		Total Expenses		(1,196,451.02	)
Net Proceeds			$	121,217,516.98
Total Principal Payments
	Facility A		$	54,734,355.89
	Facility B			10,000,000.00
	Senior Notes			53,148,458.59

D-3

Noteholders and Banks Fees and Expenses Paid from Net Proceeds

Fees and Expenses (Unpaid and Accrued through March 31, 2002)
Noteholders
	Amendment Fee		$	2,000,000.00
	Debevoise & Plimpton			306,155.44
	Nightingale & Associates			152,473.86
	National Resources Management			1,670.60
				2,460,299.90
Banks
	Amendment Fee			461,000.00
	Agent Fee			150,000.00
	Moore & Van Allen			180,222.60
	Ernst & Young CF			83,180.00
				874,402.60
Total Fees and Expenses Paid from Net Proceeds			$	3,334,703,702.50
Total Retained by Company
Noteholders (Retainers paid)
	Debevoise & Plimpton		$	100,000.00
	Nightingale & Associates			150,000.00
Banks (Fees paid post March 31, 2002)
	Moore & Van Allen			180,222.60
		Total Retained by Company	$	430,222.60
Net Fees and Expenses Paid to Respective Parties
Noteholders
	Amendment Fee		$	2,000,000.00
	Debevoise & Plimpton			206,155.44
	Nightingale & Associates			2,473.86
	National Resources Management			1,670.60
		Total		2,210,299.90
Banks
	Amendment Fee			461,000.00
	Agent Fee			150,000.00
	Moore & Van Allen			0.00
	Ernst & Young CF			83,180.00
		Total		694,180.00
Net Fees and Expenses Paid from Net Proceeds			$	2,904,479.90

D-4

Noteholders and Banks Fees and Expenses Paid from Cash at Closing

Fees and Expenses (Unpaid and Accrued after March 31, 2002 to Closing)
Noteholders
	Accrued and unpaid interest on principal paydown (assumes principal paid April 19)		$	1,580,022.13
	Debevoise & Plimpton (accrued and unpaid fees from April 1 to April 19)			340,077.93
	Nightingale & Associates (accrued and unpaid fees from April 1 to April 19)			24,040.08
		Total	$	1,944,140.14
Banks
	Moore & Van Allen			150,000.00
	Ernst & Young CF (Retainer)			100,000.00
	Ernst & Young CF (accrued and unpaid fees from April 1 to April 19)			86,146.00
		Total		336,146.00
Collateral Agent				50,000.00
Total Fees and Expenses Paid in Cash at Closing			$	2,330,286.14

D-5

CROWN PACIFIC PARTNERS LP

AGGREGATE DEBT PAYDOWN ANALYSIS FOR
INLAND TREE FARM SOUTH SALE
(actual $'s)

					Inland South Proceeds
Gross Proceeds					$	133,815,585.00
Inland Costs
Holdbacks
	Adjustment Escrow					(10,000,000.00	)
	Harvest Volume Adjustment					(1,401,617.00	)
		Total Holdbacks				(11,401,617.00	)
Expenses
	Taxes					(563,342.00	)
	Escrow Fee					(3,000.00	)
	Title Insurance (Chicago)					(72,832.00	)
	Title Insurance (Land America)					(118,119.00	)
	Logging Contract					(201,667.00	)
	Road Sharing					(22,000.00	)
	Cruise Costs					(123,600.00	)
	Ball Janik LLC					(85,385.02	)
	Other					(6,506.00	)
		Total Expenses				(1,196,451.02	)
Net Proceeds						121,217,516.98
	Less: Facility B Paydown					(10,000,000.00	)
Net Proceeds after Facility B Paydown					$	111,217,516.98
Net Proceeeds Split			Percentage
	Noteholders		50.0	%	$	55,608,758.49
	Banks (Facility A)		50.0	%		55,608,758.49
		Subtotal Net Proceeds				111,217,516.98

D-6

Proceeds to Noteholders
	Pro Rata Share					55,608,758.49
	Less: Holders Fees & Holders Advisors Fees (Accrued and Unpaid through 3/31/02)
		Holders Fee				(2,000,000.00	)
		Debevoise & Plimpton				(306,155.144	)
		Nightingale				(152,473.86	)
		National Resources Management				(1,670.60	)
			Total Unpaid Fees & Expenses			(2,460,299.90	)
				Proceeds Applied to Principal Repayments	$	53,148,458.59
Proceeds to Banks
	Pro Rata Share				$	55,608,758.49
	Less: Banks Fees & Banks Advisors Fees (Accrued and Unpaid through 3/31/02)
		Bank Fees(1)				(611,000.00	)
		Moore & Van Allen				(180,222.60	)
		Ernst & Young CF				(83,180.00	)
			Total Unpaid Fees & Expenses			(874,402.60	)
				Proceeds Applied to Principal Repayments	$	54,734,355.89

(1)

Bank Fees Include $150,000 payable to agent (Bank of America) and $461,000 of Amendment Fees

D-7

CROWN PACIFIC PARTNERS LP
BANKS AND SENIOR NOTE PAYDOWN DETAIL FOR INLAND SOUTH TREE FARM SALE
ASSUMES THAT PROCEEDS ARE DISTRIBUTED APRIL 19, 2002
(in actual $'s)

Note No.		Name	Principal Amount Outstanding		Pro Rata %		Principal Paydown from Inland South		Principal Outstanding After Inland South Paydown		Accrued Interest Payment from Cash	Amendment Fee Payment From Inland South		Total Payments
Acquisition Facility (Facility A) due 2005
		Bank of America (Agent for Banks)	$	199,300,000.00			$	54,734,355.89	$	144,565,644.11	—	$	611,000.00	$	55,345,355.89
9.78% Senior Notes due 2002-2009
	1, 2	John Hancock Mutual Life Ins		67,000,000.00	24.4	%		7,327,050.88		59,672,949.12	274,691.14		275,720.16		7,877,462.18
	4	Mellon Bank Tree for NYNHY		4,000,000.00	1.5	%		437,435.87		3,562,564.13	16,399.47		16,460.91		470,296.25
	6	Bankers United Life Assur Co		7,000,000.00	2.5	%		765,512.78		6,234,487.22	28,699.07		28,806.58		823,018.44
	7	PFL Life Insurance Co		5,000,000.00	1.8	%		546,794.84		4,453,205.16	20,499.34		20,576.13		587,870.31
	9	Life Investors Ins Co of America		3,000,000.00	1.1	%		328,076.90		2,671,923.10	12,299.60		12,345.68		352,722.19
	10	AUSA Life Insurance Co		3,000,000.00	1.1	%		328,076.90		2,671,923.10	12,299.60		12,345.68		352,722.19
	11	Monumental Life Insurance Co		3,000,000.00	1.1	%		328,076.90		2,671,923.10	12,299.60		12,345.68		352,722.19
	12	Great Northern Insured Annuity		25,000,000.00	9.1	%		2,733,974.21		22,266,025.79	102,496.69		102,880.66		2,939,351.56
	13 & 36	Mass Mutual Life Insurance Co		15,500,000.00	5.6	%		1,695,064.01		13,804,935.99	63,547.95		63,786.01		1,822,397.97
	14 & 37	Mass Mutual Life Insurance Co		9,500,000.00	3.5	%		1,038,910.20		8,461,089.80	38,948.74		39,094.65		1,116,953.59
	15	Teachers Ins & Annuity Assoc		20,000,000.00	7.3	%		2,187,179.37		17,812,820.63	81,997.35		82,304.53		2,351,481.25
	17	Allstate Life Insurance Co		1,000,000.00	0.4	%		109,358.97		890,641.03	4,099.87		4,115.23		117,574.06
	18	Allstate Life Insurance Co		4,000,000.00	1.5	%		437,435.87		3,562,564.13	16,399.47		16,460.91		470,296.25
	19	Allstate Life Insurance Co		10,000,000.00	3.6	%		1,093,589.68		8,906,410.32	40,998.68		41,152.26		1,175,740.62
	21	The Ohio Nat'l Life Insurance Co		10,000,000.00	3.6	%		1,093,589.68		8,906,410.32	40,998.68		41,152.26		1,175,740.62
	23	The Union Central Life Ins Co		5,000,000.00	1.8	%		546,794.84		4,453,205.16	20,499.34		20,576.13		587,870.31
	55	Strafe & Co.		1,000,000.00	0.4	%		109,358.97		890,641.03	4,099.87		4,115.23		117,574.06
	54	Metropolitan Life		6,000,000.00	2.2	%		656,153.81		5,343,846.19	24,599.21		24,691.36		705,444.37
	44	Conseco Capital Management		3,000,000.00	1.1	%		328,076.90		2,671,923.10	12,299.60		12,345.68		352,722.19
	46	Western National Life Ins Co		30,000,000.00	10.9	%		3,280,769.05		26,719,230.95	122,996.03		123,456.79		3,527,221.87
	47	Teachers Ins & Annuity Assoc		7,000,000.00	2.5	%		765,512.78		6,234,487.22	28,699.07		28,806.58		823,018.44
	48	Equitable Life Insurance Co		18,000,000.00	6.5	%		1,968,461.43		16,031,538.57	73,797.62		74,074.07		2,116,333.12
	50	AUSA Life Insurance Co		4,000,000.00	1.5	%		437,435.87		3,562,564.13	16,399.47		16,460.91		470,296.25
	51	Mellon Bank Tree for AT&T		1,275,000.00	0.5	%		139,432.68		1,135,567.32	5,227.33		5,246.91		149,906.93
	52	Mellon Bank Tree for BOOTH		2,725,000.00	1.0	%		298,003.19		2,426,996.81	11,172.14		11,213.99		320,389.32
	53	Hare & Co		10,000,000.00	3.6	%		1,093,589.68		8,906,410.32	40,998.68		41,152.26		1,175,740.62
		Total		275,000,000.00	100.0	%		30,073,716.28		244,926,283.72	1,127,463.62		1,131,687.24		32,332,867.15
															—
9.60% Senior Notes due 2002-2009
	1	Teachers Ins & Annuity Assoc		20,000,000.00	80.0	%		2,187,179.37		17,812,820.63	80,488.20		82,304.53		2,349,972.09
	3	Provident Life & Accident Ins Co		5,000,000.00	20.0	%		546,794.84		4,453,205.16	20,122.05		20,576.13		587,493.02
				25,000,000.00	100.0	%		2,733,974.21		22,266,025.79	100,610.25		102,880.66		2,937,465.12
7.80% Senior Notes due 2010-2018
Series A
	1-A	John Hancock Mutual Life Ins		6,000,000.00	40.0	%		656,153.81		5,343,846.19	11,032.13		24,691.36		691,877.30
	2-A	Teachers Ins & Annuity Assoc		9,000,000.00	60.0	%		984,230.71		8,015,769.29	16,548.20		37,037.04		1,037,815.95
				15,000,000.00	100.0	%		1,640,384.52		13,359,615.48	27,580.33		61,728.40		1,729,693.25

D-8

7.80% Senior Notes due 2010-2018
Series B
	1-B	John Hancock Mutual Life Ins		6,000,000.00	10.9	%		656,153.81		5,343,846.19		11,032.13		24,691.36		691,877.30
	2-B	Connecticut Life		3,200,000.00	5.8	%		349,948.70		2,850,051.30		5,883.80		13,168.72		369,001.23
	3-B	Connecticut Life		3,000,000.00	5.5	%		328,076.90		2,671,923.10		5,516.07		12,345.68		345,938.65
	4-B	Connecticut Life		6,000,000.00	10.9	%		656,153.81		5,343,846.19		11,032.13		24,691.36		691,877.30
	5-B	Connecticut Life		4,212,000.00	7.7	%		460,619.97		3,751,380.03		7,744.56		17,333.33		485,697.86
	6-B	Connecticut Life		3,588,000.00	6.5	%		392,379.98		3,195,620.02		6,597.22		14,765.43		413,742.63
	7-B	General Electric Capital		15,000,000.00	27.3	%		1,640,384.52		13,359,615.48		27,580.33		61,728.40		1,729,693.25
	8-B	Minnesota Life		8,000,000.00	14.5	%		874,871.75		7,125,128.25		14,709.51		32,921.81		922,503.07
	9-B	Mutual Life		1,000,000.00	1.8	%		109,358.97		890,641.03		1,838.69		4,115.23		115,312.88
	10-B	Ohio Life		5,000,000.00	9.1	%		546,794.84		4,453,205.16		9,193.44		20,576.13		576,564.42
				55,000,000.00	100.0	%		6,014,743.26		48,985,256.74		101,127.88		226,337.45		6,342,208.59
7.80% Senior Notes due 2010-2018
Series C
	1-C	John Hancock Mutual Life Ins		12,000,000.00	48.0	%		1,312,307.62		10,687,692.38		22,547.63		49,382.72		1,384,237.97
	1-C3	Investors Bank & Trust Co		3,000,000.00	12.0	%		328,076.90		2,671,923.10		5,636.91		12,345.68		346,059.49
	2-C	Provident Life & Accident Ins Co		10,000,000.00	40.0	%		1,093,589.68		8,906,410.32		18,789.69		41,152.26		1,153,531.64
				25,000,000.00	100.0	%		2,733,974.21		22,266,025.79		46,974.23		102,880.66		2,883,829.10
8.17% Senior Notes due 2003-2013
Series A
R-A-2		The Equitable Life		6,490,000.00	100.0	%		709,739.70		5,780,260.30		12,317.53		26,707.82		748,765.06
				6,490,000.00	100.0	%		709,739.70		5,780,260.30		12,317.53		26,707.82		748,765.06
8.17% Senior Notes due 2003-2013
Series B
	R-B-1	John Hancock Mutual Life Ins		14,500,000.00	29.0	%		1,585,705.04		12,914,294.96		28,035.27		59,670.78		1,673,411.09
	R-B-2	John Hancock Mutual Life Ins		7,500,000.00	15.0	%		820,192.26		6,679,807.74		14,501.00		30,864.20		865,557.46
	R-B-4	Teachers Ins & Annuity Assoc		25,000,000.00	50.0	%		2,733,974.21		22,266,025.79		48,336.66		102,880.66		2,885,191.53
	R-B-5	John Hancock Mutual Life Ins		3,000,000.00	6.0	%		328,076.90		2,671,923.10		5,800.40		12,345.68		346,222.98
				50,000,000.00	100.0	%		5,467,948.41		44,532,051.59		96,673.33		205,761.32		5,770,383.06
8.17% Senior Notes due 2003-2013
Series C
	R-C-1	Teachers Ins & Annuity Assoc		4,000,000.00	20.5	%		437,435.87		3,562,564.13		7,781.26		16,460.91		461,678.03
	R-C-2	Allstate Life Insurance Co		8,910,000.00	45.7	%		974,388.41		7,935,611.59		17,332.75		36,666.67		1,028,387.82
	R-C-3	Allstate Life Insurance Co		2,200,000.00	11.3	%		240,589.73		1,959,410.27		4,279.69		9,053.50		253,922.92
	R-C-4	Allstate Life Insurance Co		4,400,000.00	22.6	%		481,179.46		3,918,820.54		8,559.38		18,107.00		507,845.84
				19,510,000.00	100.0	%		2,133,593.47		17,376,406.53		37,953.07		80,288.07		2,251,834.61
8.17% Senior Notes due 2003-2013
Series D
	R-D-2	Provident Life & Accident Ins Co		15,000,000.00	100.0	%		1,640,384.52		13,359,615.48		29,321.87		61,728.40		1,731,434.79
				15,000,000.00	100.0	%		1,640,384.52		13,359,615.48		29,321.87		61,728.40		1,731,434.79
Total Senior Notes			$	486,000,000.00	100.0	%	$	53,148,458.59	$	432,851,541.41	$	1,580,022.13	$	2,000,000.00	$	56,728,480.72

D-9

Exhibit E to
Note Purchase
Override Agreement

ALLONGE
to
      % Senior Note, Series            , due            ,           
of
Crown Pacific Limited Partnership

        April             , 2002

        The            % Senior Note, Series            , due                        ,             of Crown Pacific Limited Partnership (the "Company"), Note number            , issued in the original principal amount of $                        (the "Existing Note"), to which this Allonge is attached, is hereby modified by the terms hereof.

        Such Existing Note is one of a series of Senior Notes (herein called the "Senior Notes," the holders of such Senior Notes, the "Noteholders") issued pursuant to the Note Purchase Agreement, dated as of                        ,            between the Company and the original purchasers named therein, as modified and amended prior to April 19, 2002 (the "Existing Note Agreement"), and as further modified and amended by the Note Purchase Override Agreement (the "Note Override Agreement"), dated as of April 19, 2002, by and among the Company and the Noteholders named therein (as so further modified and amended, and as the same may from time to time be further modified or amended, the "Note Purchase Agreement").

        All references in the Existing Note to the "Note Purchase Agreement" shall be deemed and construed to be references to the Note Purchase Agreement as defined herein. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Note Purchase Agreement as modified by the Note Override Agreement.

        Notwithstanding anything to the contrary in the Existing Note, this Note shall bear interest at a rate (including, without limitation, for purposes of calculating the Overdue Rate) that is 100 basis points higher than the rate specified in the Existing Note, which interest shall be payable as provided in the Existing Note and the Existing Note Agreement as amended by the Note Override Agreement.

        Except as expressly provided herein, this Note is not modified or amended in any respect and remains in full force and effect.

CROWN PACIFIC LIMITED PARTNERSHIP
By:	CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, its General Partner
	By:	HS Corp. of Oregon, its General Partner
		By:
			Name: Title:

E-1

QuickLinks

EXHIBIT 10.4

NOTE PURCHASE OVERRIDE AGREEMENT
RECITALS
ARTICLE I DEFINITIONS
ARTICLE II PAYMENTS DURING RESTRUCTURING PERIOD
ARTICLE III CONDITIONS TO EFFECTIVENESS
ARTICLE IV REPRESENTATIONS AND WARRANTIES
ARTICLE V OTHER MODIFIED PROVISIONS
ARTICLE VI MISCELLANEOUS

Schedule 1 to Note Purchase Override Agreement

Exhibit C to Note Purchase Override Agreement

CROWN PACIFIC LIMITED PARTNERSHIP CLOSING CERTIFICATE

Schedule I to Closing Certificate of Crown Pacific Limited Partnership

Holders of Senior Notes of Crown Pacific Limited Partnership

Annex A to Closing Certificate of Crown Pacific Limited Parnership
Annex B to Closing Certificate of Crown Pacific Limited Parnership

CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP CLOSING CERTIFICATE

Schedule I to Closing Certificate of Crown Pacific Management Limited Partnership

Holders of Senior Notes of Crown Pacific Limited Partnership

Annex A to Closing Certificate of Crown Pacific Management Limited Partnership
Annex D to Closing Certificate of Crown Pacific Limited Partnership

SCHEDULE OF FUNDED DEBT, CURRENT DEBT AND CAPITALIZED LEASES (1)

Annex E to Closing Certificate of Crown Pacific Limited Partnership

Annex F to Closing Certificate of Crown Pacific Limited Partnership

ENVIRONMENTAL REPORTS

Exhibit D to Note Purchase Override Agreement

CROWN PACIFIC LIMITED PARTNERSHIP Officer's Certificate April 19, 2002

Schedule A to Officer's Certificate of Crown Pacific Limited Partnership

CROWN PACIFIC PARTNERS LP DISTRIBUTION OF INLAND SOUTH TREE FARM SALE PROCEEDS (actual $'s)
CROWN PACIFIC PARTNERS LP AGGREGATE DEBT PAYDOWN ANALYSIS FOR INLAND TREE FARM SOUTH SALE (actual $'s)

Exhibit E to Note Purchase Override Agreement

ALLONGE to % Senior Note, Series , due , of Crown Pacific Limited Partnership

EX-10.5

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EXHIBIT 10.5

REGISTRATION RIGHTS AGREEMENT

        This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 19th day of April, 2002, between Crown Pacific Partners, L.P., a Delaware limited partnership (the "Parent"), Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), and the Note Holders party hereto.

Recitals:

        A.    Pursuant to the terms of the Note Purchase Override Agreement dated the date hereof among the Company and the Note Holders (the "Override Agreement"), under certain circumstances the Company has the right to deliver to the Note Holders Common Units (as defined below) of the Parent in lieu of cash to which the Note Holders are otherwise entitled on account of Make-Whole Amounts (as used in the Override Agreement) (each such delivery of the Common Units, an "Equity Issuance").

        B.    The Parent has agreed to grant certain registration rights to the Note Holders with respect to the Common Units that may be delivered to them as a result of any Equity Issuance.

        C.    The Parent and the Note Holders desire to set forth the registration rights to be granted by the Parent to the Note Holders.

        D.    This Agreement shall become effective with respect to any Registrable Securities (as defined below) upon the delivery to the Note Holders of Registrable Securities pursuant to the Override Agreement.

        NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:

Agreement:

        1.    Certain Definitions.    As used in this Agreement, the following terms shall have the following respective meanings:

        "Board of Control" shall mean the board of control of the Managing General Partner.

        "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

        "Common Units" shall mean the common units, representing limited partner interests, of the Parent and any other securities into which or for which any of such Common Units may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at that time.

        "Form S-3" shall mean such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission which permits inclusion or incorporation of substantial information by reference to other documents filed by the Parent with the Commission.

        "40% Holders" shall mean any Holder or Holders holding in the aggregate at least 40% of the outstanding Registrable Securities held at such time by the Holders.

        "Holder" shall mean any Note Holder who acquires the Registrable Securities under the Override Agreement or any of such Note Holder's respective successors and assigns who acquire rights with respect to the Registrable Securities directly or indirectly from such Note Holder.

        "Managing General Partner" shall mean Crown Pacific Management Limited Partnership, the general partner of the Parent.

        "Note Holders" shall mean the holders of the Company's 1994 Notes, 1995 Notes, 1996 Notes and 1997 Notes (as each such issue is defined in the Override Agreement).

        The terms "register", "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

        "Registrable Securities" means Common Units received from time to time by a Holder in any Equity Issuance under the Override Agreement, excluding in all cases, however (including exclusion from the calculation of the number of outstanding Registrable Securities), any Registrable Securities (a) sold by a person in a transaction (i) pursuant to a registration statement under Section 2 or 3 hereof or (ii) pursuant to Rule 144 or 145 (or any successor provisions) of the Securities Act or (b) that shall have ceased to be outstanding.

        "Requisite Holders" shall mean any Holder or Holders holding in the aggregate at least 25% of the outstanding Registrable Securities held at such time by the Holders.

        "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

        2.    Demand Registration.    The Requisite Holders shall have the right, exercisable once during any 12 month period to request that the Parent effect the registration under the Securities Act of all or part of the Holders' Registrable Securities for disposition in accordance with the method specified in such request; provided that the aggregate amount of Registrable Securities requested by the Requisite Holders to be included in such registration shall represent in the aggregate at least 25% of the outstanding Registrable Securities held at such time by the Holders. In addition, the 40% Holders shall have the right, exercisable once during any 12 month period, notwithstanding that there shall have been a prior registration of Registrable Securities within such 12 month period at the request of the Requisite Holders, to request that the Parent effect the registration under the Securities Act of such 40% Holders' Registrable Securities for disposition in accordance with the methods specified in such request (provided that the aggregate amount of Registrable Securities requested by the 40% Holders to be included in such registration shall represent in the aggregate at least 40% of the outstanding Registrable Securities held at such time by the Holders), provided further, that, except as provided in the third paragraph of Section 2(c), in no case shall the Parent be required to effect more than two registrations pursuant to this Section 2 in any twelve month period. In case the Parent shall receive from the Requisite Holders or 40% Holders, as applicable, such a written request, the Parent will:

        (a)  promptly give written notice of such requested registration to all other holders of Registrable Securities so they may have an opportunity to consider joining in such registration, which they may do (subject to the terms and provisions of this Agreement) at their election within twenty (20) days after receipt of the notice of such requested registration by the Parent; and

        (b)  use its best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any holder or holders joining in such request as are specified in a written request given within twenty (20) days after

2

receipt of notice from the Parent pursuant to Section 2(a); provided that the Parent shall not be obligated to take any action to effect any such registration pursuant to this Section 2:

        (1)  within the ten days prior and within the 180 day period immediately following the effective date of a registration statement pertaining to a firm commitment underwritten public offering of Common Units for its own account or for the account of a Common Unit holder who has exercised a demand right to register Common Units (other than a registration relating solely to a Commission Rule 145 transaction, a registration relating solely to employee benefit plans or securities issued or issuable to employees or consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8)), provided, that, in each such event, the Holders have been offered to register for sale their Registrable Securities under such registration pursuant to the provisions of Section 3(a);

        (2)  within the 12 calendar month period immediately following the effective date of a registration effected pursuant to this Section 2 upon a demand of the Requisite Holders; except upon a request of 40% Holders that the Parent effect the registration under the Securities Act of such 40% Holders' Registrable Securities for disposition in accordance with the methods specified in such request (provided that the aggregate amount of Registrable Securities requested by such 40% Holders to be included in such registration shall represent in the aggregate at least 40% of the outstanding Registrable Securities held at such time by the Holders); provided that, except as otherwise provided in the third paragraph of Section 2(c), in no case shall the Parent be required to effect a registration by virtue of the first paragraph of this Section 2 and this Section 2(b)(2), considered in the aggregate, more than two times during any 12 month period; or

        (3)  if the aggregate amount of Registrable Securities requested by the Holders making such request to be included in such registration shall represent in the aggregate less than 25% of the outstanding Registrable Securities held at such time by the Holders.

        Subject to the foregoing clauses (1), (2) and (3), the Parent shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Requisite Holders and shall therafter use its reasonable best efforts to cause such registration statement to become effective and to remain continuously effective until the earlier of (i) the date as of which all such Registrable Securities have been sold pursuant thereto and (ii) the expiration of 120 days after the effectiveness of such registration statement. The Holders requesting such registration may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Parent, and such revoked registration request shall not count as a demand registration request to which the Holders are entitled under this Section 2. At the request of any Holder, the Parent shall furnish such Holder with the name and address of each other Holder from time to time.

        (c)    Underwriting.    If the Holders requesting such registration propose an underwritten offering, the sale of Registrable Securities pursuant to this Section 2 must be made by means of a firm commitment underwriting through underwriters who are selected by the Requisite Holders and are reasonably acceptable to the Parent. The right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested by such Holder, subject to the following paragraphs of this Section 2(c).

        Notwithstanding any other provision of this Section 2(c), if the underwriter determines in its good faith view that marketing factors require a limitation of the number of Common Units to be underwritten and so advises the requesting Holders in writing, such Holders shall so advise the Parent and all other holders of Registrable Securities (except those holders of Registrable Securities who have indicated to the Parent their decision not to dispose of any of their Registrable Securities through such

3

underwriting) and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated (i) first to the requesting Requisite Holders according to the number of Registrable Securities requested to be included by such Holders (and among such Holders on a pro rata basis based upon the number of Registrable Securities requested to be included by such Holders); (ii) second to the other Holders of Registrable Securities who have given written notice to Parent of their interest to join the registration in accordance with Section 2(b) on a pro rata basis according to the number of Registrable Securities requested to be included by such Holders; (iii) third to the Parent; and (iv) fourth to other Common Unit holders who have incidental registration rights and have requested to sell in the registration. No Registrable Securities or Common Units excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

        Notwithstanding the 12 month and percentage limitations of the first paragraph of Section 2 and clauses (2) and (3) of Section 2(b), if less than all of the Registrable Securities requested to be registered by a Holder exercising its demand rights are included in such registration, then the Requisite Holders may request that the Parent effect an additional registration under the Securities Act of all or part of the Holders' Registrable Securities in accordance with the provisions of this Section 2, and the Parent shall effect such additional registration, subject to clause (1) of Section 2(b).

        If any Holder (other than the requesting Requisite Holders exercising their demand rights) disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Parent, the underwriter and the other Holders. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders of Registrable Securities may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Parent shall offer to all such holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same respective priorities and proportions used in the second paragraph of this Section 2(c) in determining the underwriter limitation.

        In addition to the Parent's right to include securities in underwritings as described in clause (iii) of the second paragraph of Section 2(c), if the underwriter has not limited the number of Registrable Securities to be included in an underwritten registration, the Parent may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

        (d)  If the Parent shall furnish to each of the Holders a certificate signed by the Managing General Partner stating that, in the good faith judgment of the Board of Control, it would (because of the existence of, or in anticipation of, any acquisition, financing activity, or any other event or condition of similar significance to the Parent that would require the disclosure of material nonpublic information) be seriously detrimental to the Parent and its Common Unit holders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, then the Parent may direct that such request for registration be delayed for a period not in excess of thirty (30) days, provided, that such delay period shall earlier terminate on the second business day following the completion or abandonment of the relevant financing, acquisition or other transaction or upon public disclosure by the Parent or public admission by the Parent of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed; provided, however, that such right to delay a request may be exercised by the Parent not more than once in any twelve (12) month period. The Parent shall provide written notice to each of the Holders of the end of each such delay period.

4

        (e)    Effective Registration Statement.    A demand registration requested pursuant to this Section 2 shall not be deemed to have been effected (i) unless (x) a registration statement relating thereto has become effective under the Securities Act and (y) such registration statement has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities included in such registration have actually been sold thereunder); provided that a registration which does not become effective after the Parent has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders included in such registration (other than a refusal to proceed based upon the advice of counsel relating to any matter other than disclosure furnished in writing by the Holders for inclusion in the registration statement) shall be deemed to have been effected by the Parent at the request of the requesting Holders; (ii) if, after it has become effective, such registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental entity for any reason; or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than solely by reason of some act or omission by the requesting Holders.

        3.    Piggyback Registration.

        (a)  If the Parent shall determine to register for sale for cash any of its Common Units, for its own account or for the account of holders of its Common Units (other than a registration pursuant to Section 2 hereof, a registration relating solely to employee benefit plans or securities issued or issuable to employees or consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8), or a registration relating solely to a Commission Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event), the Parent promptly will give to each Holder written notice thereof and shall use its best efforts to include in such registration, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within ten (10) days after receipt of such written notice from the Parent, by any Holder or Holders. However, the Parent may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Parent has abandoned its proposal to register or has determined to delay registration of the securities proposed to be registered thereby and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities under such registration for the same period as the delay in registering such other securities, subject, however, in each case, to the right of the Requisite Holders to request that such registration be effected as a registration under Section 2.

        (b)    Underwriting.    If the registration of which the Parent gives notice is for a registered public offering involving an underwriting, the Parent shall so advise the Holders as a part of the written notice given pursuant to Section 3(a). In such event the right of any Holder to registration pursuant to Section 3(a) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to dispose of their securities through such underwriting shall (together with the Parent and any other Common Unit holders of the Parent disposing of their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. Notwithstanding any other provision of this Section 3(b), if the underwriter or the Parent determines in its good faith view that marketing factors require a limitation of the number of Common Units to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Parent shall so advise all Holders (except those Holders who have indicated to the Parent their decision not to dispose of any of their Registrable Securities through such underwriting), and the number of Registrable Securities that may be

5

included in the registration and underwriting, if any, shall be allocated among such Holders as follows:

        (1)  In the event of a piggyback registration pursuant to Section 3(a) that is initiated by the Parent, then the number of Common Units that may be included in the registration and underwriting shall be allocated first to the Parent, second to the Holders who have requested to sell in the registration (on a pro rata basis according to the number of Common Units requested to be included by such Holders) and then to all other Common Unit holders who have requested to sell in the registration (on a pro rata basis according to the number of Common Units requested to be included by such other Common Unit holders);

        (2)  In the event of a piggyback registration pursuant to Section 3(a) that is initiated by the exercise of demand registration rights by any Common Unit holder or holders (other than the Holders), then the number of Common Units that may be included in the registration and underwriting shall be allocated first to such selling Common Unit holder or holders who exercised such demand, second to the Holders who have requested to sell in the registration and then to all other Common Unit holders who have requested to sell in the registration, in each case on a pro rata basis according to the number of Common Units requested to be included;

provided, however, that in the case of either clause (1) or (2) above, if selling Common Unit holders other than the Holders have been granted cutback limitations in preference to the Holders prior to the date hereof, the allocation of the Registrable Securities to be included will first take into account such preferential cutback limitations prior to the allocation described above.

        (c)  If the Parent shall at any time hereafter provide to any holder of any securities of the Parent rights with respect to the registration of such securities under the Securities Act, (i) such rights shall not be in conflict with or adversely affect any of the rights provided in this Section 3 to the Holders of Registrable Securities and (ii) if such rights are provided on terms or conditions more favorable to such holder than the terms and conditions provided in this Section 3, the Parent will provide (by way of amendment to this Section 3 or otherwise) such more favorable terms or conditions to the Holders of Registrable Securities.

        (d)  No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Parent and the underwriter. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Parent shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same respective priorities proportion used in Section 3(b) in determining the underwriter limitation.

        4.    Registration Procedures.    In the case of each registration effected by the Parent pursuant to Section 2 or 3 hereof, the Parent will give notice to each Holder in writing as to the initiation of each such registration and as to the completion thereof. At its expense, the Parent will:

        (a)  prepare and file with the Commission within ninety (90) days (or in the case of any registration on Form S-3, forty-five (45) days) after receipt of a request for registration with respect to such Registrable Securities, a registration statement on any form for which the Parent then qualifies and which form shall be available for the sale of the Registrable Securities in accordance with the intended method(s) of distribution thereof, and use its reasonable best efforts

6

to cause such registration statement to become and remain effective; provided, however, that the Parent may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 3(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; and provided further that before filing with the Commission a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Parent shall (i) furnish to the underwriters, if any, and to one (1) counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement, at least five (5) business days prior to the filing thereof, copies of all such documents proposed to be filed, which documents shall be subject to the review of the underwriters and such counsel, and (ii) shall not file any amendment or supplement to such registration statement or prospectus to which any Holder shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act and/or contains any material misstatement or omits to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and (iii) shall notify each Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

        (b)  prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred twenty (120) days or such shorter period which shall terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended method(s) of disposition by the sellers thereof set forth in such registration statement;

        (c)  furnish, without charge, to each Holder and each underwriter, if any, of Registrable Securities covered by such registration statement one (1) copy of such registration statement, each amendment and supplement thereto (including one (1) conformed copy to each Holder and one (1) signed copy to each managing underwriter and in each case including all exhibits thereto), and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities to be disposed of by such Holder, provided, however, that this paragraph (c) shall apply only while the Parent shall be required under the provisions hereof to cause the registration statement to remain effective;

        (d)  use its reasonable best efforts to register or qualify (or obtain an exemption therefrom with respect to) such Registrable Securities under such other applicable securities or blue sky laws of such jurisdictions as any Holder, and underwriter, if any, of Registrable Securities covered by such registration statement reasonably requests as may be necessary for the marketability of the Registrable Securities (such request to be made prior to the time the applicable registration statement becomes or is declared effective by the Commission) and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and each underwriter, if any, to consummate the disposition in such jurisdictions of the Registrable Securities to be disposed of by such Holder; provided that the Parent shall not be required to (i) qualify generally to do business, (ii) subject itself to taxation, or (iii) consent to general service

7

of process, in any such jurisdiction where it would not otherwise be required to qualify or be subject to but for this paragraph (d);

        (e)  use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Parent to enable the Holder or Holders thereof to consummate the disposition of such Registrable Securities;

        (f)    immediately notify the managing underwriter, if any, and each seller of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon the happening of any event which comes to the Parent's attention if as a result of such event the prospectus included in such registration statement, as then in effect, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any such seller, the Parent shall promptly prepare and furnish to such seller a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

        (g)  use its best efforts to cause all such Registrable Securities covered by the registration statement to be listed on the New York Stock Exchange or other national securities exchange, if any, or securities quotation system, if any, on which any of the Common Units are then listed, and enter into such customary agreements including a listing application and indemnification agreement in customary form (provided that the applicable listing requirements are satisfied), and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement;

        (h)  enter into such customary agreements (including, in the case of an underwritten offering, if required by the underwriters, an underwriting agreement in customary form with customary mutual indemnification rights) and take all such other actions as the Holders reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification;

        (i)    make available for inspection during normal business hours by any Holder of Registrable Securities covered by such registration statement, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Parent and its subsidiaries (collectively, "Records"), if any, and cause the Parent's and its subsidiaries' general partners, officers, directors and employees to supply all information and respond to all inquiries reasonably requested by any such Inspector in connection with such registration statement, in each case as shall be reasonably necessary to permit such Inspectors to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act, provided that Parent and its subsidiaries shall not be required to comply with this paragraph (i) if there is a reasonable likelihood, in the good faith judgment of the Parent, that such delivery could result in the loss of any attorney-client privilege related thereto; and provided, further that Records the disclosure of which the Parent determines, in good faith, would violate confidentiality obligations owed by the Parent to a third party shall not be disclosed by the Inspectors (other than to any holder of Registrable Securities) provided the Parent has notified the Inspectors of such determination, unless (x) such Records have become generally available to the public or (y) the disclosure of such Records may be necessary or appropriate (A) in compliance with any law, rule, regulation or order applicable to any such Inspectors or holder of Registrable Securities, (B) in response to any subpoena or other legal process or (C) in

8

connection with any litigation to which such Inspectors or any holder of Registrable Securities is a party;

        (j)    in the event that any contemplated public offering is underwritten, obtain a "comfort" letter from the Parent's independent public accountants in customary form and covering matters of the type customarily covered by "comfort" letters in connection with underwritten public offerings;

        (k)  obtain an opinion of counsel from the Parent's counsel in customary form and covering matters of the type customarily covered in opinions of counsel in connection with such transactions;

        (l)    comply, and continue to comply during the period that such registration statement is effective under the Securities Act, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of securities covered by such registration statement, make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of the 12-month period (or 90 days, if such period is a fiscal year) that commences at the beginning of the Parent's first full fiscal quarter after the effective date of the registration statement, which statement shall cover said 12-month period, and not file any amendment or supplement to such registration statement or prospectus to which any Holder shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act, having been furnished with a copy thereof at least five (5) business days prior to the filing thereof; and

        (m)  in the event the offering is underwritten, develop a presentation reasonably acceptable to the underwriters to facilitate the offering and to make its chief executive officer and chief financial officer available for participation in such meetings and presentations (e.g., road show for the offering) at such locations as the underwriter reasonably requests.

        Each Holder of Registrable Securities agrees that, upon receipt of actual notice from the Parent of the happening of any event of the kind described in Section 4(f) hereof, such Holder shall immediately discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof, and, if so directed by the Parent, such Holder shall deliver to the Parent (at the Parent's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Parent shall give any such notice, the period mentioned in Section 4(b) hereof shall be extended by the greater of (i) ten (10) business days or (ii) the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(f) hereof to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof.

        5.    Rule 144.    Notwithstanding anything to the contrary contained herein, no Holder shall have rights to a registration under Section 2 or 3 hereof to the extent that such Holder could sell, within forty-five (45) days, the number of Registrable Securities it intends to sell in such period pursuant to Rule 144(e) promulgated under the Securities Act or any successor rule thereto; provided that the Parent hereby agrees to take the following actions to ensure the availability of Rule 144 to each such Holder (or such similar actions as shall be required under any successor rule thereto):

        (a)  make and keep public information available as those terms are understood and defined in Rule 144;

9

        (b)  use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Parent under the Securities Act and the Exchange Act; and

        (c)  so long as any Holder owns any Registrable Securities, furnish to a Holder upon request, a written statement by the Parent as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Parent, and such other reports and documents so filed as the Holder may reasonably request.

        6.    Registration Expenses.    The Parent shall pay all expenses in connection with any registration, including, without limitation, all registration, filing and NYSE fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, the fees and disbursements of one counsel for the Holders and the fees and disbursements of counsel for the Parent and of its independent accountants, but excluding underwriting discounts and commissions and transfer taxes, if any.

        7.    Assignment of Rights.    Any Holder may assign its rights under this Agreement to any party acquiring Registrable Securities held by such Holder; provided, that an assignee of such Holder shall have a demand registration rights set forth in Section 2 hereof only if pursuant to such assumption the assignee becomes a holder of all Registrable Securities held immediately prior to the assumption by the assigning Holder, provided further that no such assignment shall be effective unless such assignee executes an agreement reasonably satisfactory to the Parent pursuant to which such assignee agrees to be bound by the terms hereof.

        8.    Information by Holder.    The Holder or Holders of Registrable Securities included in any registration shall furnish to the Parent such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Parent may reasonably request in writing. Without limiting the generality of the foregoing, no Holder of Registrable Securities may include any of its Registrable Securities in a registration statement unless and until such Holder furnishes to the Parent in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any registration statement or prospectus or preliminary prospectus included therein, and each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Parent by such Holder not materially misleading.

        9.    Indemnification.

        (a)  In the event of any registration pursuant to this Agreement of Registrable Securities held by Holders under the Securities Act, the Parent and the Company shall, and hereby agree to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, affiliates, agents, trustees and each person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner, affiliate, agent, trustee, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Common Units were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Parent and the Company shall be jointly and severally responsible for reimbursing such Holder, and each such director, officer, partner, affiliate,

10

agent, trustee, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the Parent and the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Parent through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation thereof; provided, further that the Parent and the Company shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or to any other person, if any, who controls such underwriter, in any such case to the extent that any such claim or liability (or proceeding in respect thereof) or expense arises solely out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus and such corrected final prospectus, if delivered, would have been a complete defense against the person asserting such claim, liability or expense. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, affiliate, agent, trustee, underwriter or controlling person and shall survive the transfer of such Common Units by such Holder.

        (b)  The Parent may require, as a condition to including any Registrable Securities to be offered by a Holder in any registration statement filed pursuant to this Agreement, that the Parent shall have received an agreement from such Holder to be bound by the terms of this Section 9, including an undertaking reasonably satisfactory to it from such Holder, to indemnify and hold harmless the Parent, the Company, each of its subsidiaries, each of their respective affiliates, each of their respective directors, officers, partners and each other person, if any, who controls the Parent or the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Parent, the Company, such officer, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Holder as the respective Holder furnished to the Parent through an instrument duly executed by such Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that such indemnity agreement of an individual Holder found in this Section 9(b) shall in no event exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Parent or any such director, officer, partner or controlling person and shall survive the transfer by any Holder of such Common Units.

        (c)  Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 9(a) or (b) hereof (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein

11

shall not relieve the indemnifying party of its obligations under Section 9(a) or (b) hereof, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such action, proceeding or claim or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense of such action, proceeding or claim, jointly with any other indemnifying party similarly notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action, proceeding or claim, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim, action or proceeding after the assumption of the defenses thereof, other than reasonable costs of investigation. Neither an indemnified party nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent, if such indemnified or indemnifying party, as the case may be, was not otherwise permitted by this Agreement to enter into such settlement without such other party's consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim, action or proceeding. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such claim or proceeding the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

        (d)  The indemnification required by Section 9(a) and (b) hereof shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expenses, losses, damages or liabilities are incurred.

        (e)  (i) If the indemnification provided for in Sections 9(a) and (b) hereof is insufficient or held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations; provided that the foregoing contribution agreements shall not inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the provisions contained in the first sentence of Section 9(a), and in no event shall the obligation of any indemnifying party to contribute under this Section 9(e) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under

12

Section 9(a) and 9(b) had been available under the circumstances. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

        (f)    Other Indemnification.    Indemnification similar to that specified in the preceding subsections of this Section 9 (with appropriate modifications) shall be given by the Parent and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

        10.    Representations and Warranties.

        Each of the Parent and the Company represents and warrants to each Note Holder that:

        (a)  it has all partnership power and authority to execute, deliver and perform this Agreement;

        (b)  the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary partnership action;

        (c)  this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally and general principles of equity;

        (d)  the execution, delivery and performance of this Agreement by it does not and will not violate the terms of, or result in the acceleration of, any obligation under (i) any material contract, commitment or other material instrument to which it is a party or by which it is bound or (ii) its organizational documents; and

        (e)  upon delivery of Common Units as stated in Recital A, (i) such Common Units shall be duly authorized and validly issued, (ii) the Note Holders shall acquire good and valid title to all such Common Units, free and clear of any lien other than any lien created by any such Note Holder, and (iii) such Common Units shall be fully paid and nonassessable.

        11.    Miscellaneous.

        (a)    Governing Law; Submission to Jurisdiction.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts between New York residents entered into and to be performed entirely within the State of New York. Each of the Parent and the Company hereby irrevocably submits to the jurisdiction of the courts of the State of New York and of the courts of the United States of America having jurisdiction in the State of New York for the purpose of any legal action or proceeding in any such court with respect to, or arising out of, this Agreement. Each of the Parent and the Company designates and appoints Prentice Hall Legal & Financial Services, 15 Columbus Circle, New York, New York 10023 and its successors as its lawful agent in the United States of America upon which may be served and which may accept and acknowledge, for and on behalf of it all process in any action, suit or proceedings that may be brought against it in any of the courts referred to in this Section 11(a), and agrees that such service of process, or the acceptance or acknowledgment thereof by said agent, shall be valid, effective and binding in every respect; provided, however, that if said agency shall cease for any reason whatsoever, it hereby designates and appoints, without power or revocation, the Secretary of State of the State of New York to serve as its agent for service of process. If any Holder shall cause process to be served upon the Parent or the Company by being served upon such agent, a copy of such process shall also be mailed to the Parent or the Company, as applicable, by registered mail, first class postage prepaid, at the Parent's or the Company's, as applicable, address set forth in Section 11(d) hereof. Nothing contained in this Section 11(a) shall

13

limit the right of any Holders to take proceedings against the Parent or the Company in any other court of competent jurisdiction nor, by virtue of anything contained herein, shall the taking of proceedings in one or more jurisdiction preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

        (b)    Successors and Assigns.    Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, executors and administrators of the parties hereto.

        (c)    Entire Agreement.    This Agreement constitutes the entire agreement among and between the parties hereto in respect of the subject matter hereof.

        (d)    Notices, etc.    All notices and other communications required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, or three (3) business days following deposit with the United States Postal Service, by certified mail, return receipt requested, postage prepaid, sent by facsimile (with confirmation of transmission), or sent by overnight courier service, or otherwise delivered by hand or by messenger, addressed:

        (1)  if to any Note Holder, at such address or facsimile number as such Note Holder specified in Annex A hereto, marked for attention as there indicated, or at such other address as any Note Holder shall have furnished to the Parent and the Company in writing, or

        (2)  if to any other Holder of any Registrable Securities, at such address or facsimile number as such Holder shall have furnished the Parent and the Company in writing, or, until any such Holder so furnishes an address or facsimile number to the Parent and the Company, then to and at the address or facsimile number of the last Holder of such Registrable Securities who has so furnished an address or facsimile number to the Parent and the Company, or

        (3)  if to the Parent, at:

Crown Pacific Partners, L.P.
121 SW Morrison Street, Suite 1500
Portland, OR 97204
Attn: General Counsel
Fax: (503) 228-4875

or at such other address or facsimile number as the Parent
shall have furnished to all Note Holders and each such
other Holder in writing, or

        (4)  if to the Company, at:

Crown Pacific Limited Partnership
121 SW Morrison Street, Suite 1500
Portland, OR 97204
Attn: General Counsel
Fax: (503) 228-4875

or at such other address or facsimile number as the
Company shall have furnished to all Note Holders and each
such other Holder in writing.

        (e)    Delays or Omissions.    No delay or omission to exercise any right, power or remedy accruing to any Holder of any Registrable Securities, upon any breach or default of the Parent or the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereunder occurring; nor shall any waiver of any single

14

breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder or Note Holder, as applicable, of any breach or default under this Agreement, or any waiver on the part of any Holder or Note Holder, as applicable, of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any Holder, shall be cumulative and not alternative.

        (f)    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

        (g)    Severability.    In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        (h)    Amendments.    The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Parent and, (i) if there are no Registrable Securities then held by any Holder, Note Holders holding a majority of the outstanding principal of the Senior Notes (as such term is defined in the Override Agreement) as of the date of such amendment or waiver, and (ii) in all other cases, the Holders of a majority of Registrable Securities outstanding as of the date of such amendment or waiver, provided that without the written consent of the Note Holders, no amendment shall be made to this Agreement that would result in the rights of the Note Holders with respect to the matters covered by this Agreement being diminished or the obligations of the Note Holders with respect to the matters covered by this Agreement being increased, and provided further that any amendment of Section 9 hereof shall require the consent in writing signed by the Company.

15

        This Registration Rights Agreement is hereby executed as of the date first above written.

CROWN PACIFIC PARTNERS, L.P.
By:	Crown Pacific Management Limited Partnership, its General Partner
By:	HS Corp. of Oregon, its General Partner
By:	/s/ ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel
CROWN PACIFIC LIMITED PARTNERSHIP
By:	Crown Pacific Management Limited Partnership, its General Partner
By:	HS Corp. of Oregon, its General Partner
By:	/s/ ROGER L. KRAGE Name: Roger L. Krage Title: SVP/General Counsel

16

Note Holders

ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ RHONDA L. HOPPS Name: Rhonda L. Hopps Title: Authorized Signatory
By:	/s/ RONALD A. MENDEL Name: Ronald A. Mendel Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ RHONDA L. HOPPS Name: Rhonda L. Hopps Title: Authorized Signatory
By:	/s/ RONALD A. MENDEL Name: Ronald A. Mendel Title: Authorized Signatory

17

AMERICAN GENERAL ANNUITY INSURANCE COMPANY (formerly WESTERN NATIONAL LIFE INSURANCE COMPANY)
By:	AIG Global Investment Corp, as Investment Advisor
By:	/s/ DOUGLAS H. ALLEN Name: Douglas H. Allen Title: Vice President

18

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By	CIGNA Investments, Inc.
By	/s/ STEPHEN A. OSBORN Name: Stephen A. Osborn Title: Managing Director

19

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
By	/s/ SVERKER JOHANSSON Name: Sverker Johansson Title: Investment Officer

20

GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By	/s/ JON M. LUCIA Name: Jon M. Lucia Title: Investment Officer

21

JOHN HANCOCK LIFE INSURANCE COMPANY
By	/s/ E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Managing Director
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
By	/s/ E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Authorized Signatory
COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM
By:	John Hancock Life Insurance Company, as Investment Adviser
By:	/s/ E. KENDALL HINES, JR. Name: E. Kendall Hines, Jr. Title: Managing Director

22

MELLON BANK, N.A., solely in its capacity as Trustee for the Bell Atlantic Master Trust, (as directed by John Hancock Life Insurance Company), and not in its individual capacity
By	/s/ CAROLE BRUNO Name: Carole Bruno Title: Authorized Signatory
MELLON BANK, N.A., solely in its capacity as Trustee for the Long Term Investment Trust, (as directed by John Hancock Life Insurance Company), and not in its individual capacity
By	/s/ CAROLE BRUNO Name: Carole Bruno Title: Authorized Signatory

23

LIFE INVESTORS INSURANCE COMPANY OF AMERICA
By	/s/ GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
TRANSAMERICA LIFE INSURANCE COMPANY (formerly known as PFL LIFE INSURANCE COMPANY)
By	/s/ GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
AUSA LIFE INSURANCE COMPANY, INC.
By	/s/ GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary
MONUMENTAL LIFE INSURANCE COMPANY
By	/s/ GREGORY W. THEOBALD Name: Gregory W. Theobald Title: Vice President & Asst. Secretary

24

THE MANHATTAN LIFE INSURANCE COMPANY
By	/s/ DANIEL GEORGE Name: Daniel George Title: President

25

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By	/s/ STEVEN J. KATZ Name: Steven J. Katz Title: Second Vice President and Associate General Counsel

26

MINNESOTA LIFE INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
By:	/s/ JOSEPH GOGOLA Name: Joseph Gogola Title: Vice President
MTL INSURANCE COMPANY
By:	Advantus Capital Management, Inc.
By:	/s/ JOSEPH GOGOLA Name: Joseph Gogola Title: Vice President

27

METROPOLITAN LIFE INSURANCE COMPANY
By	/s/ JACQUELINE D. JENKINS Name: Jacqueline D. Jenkins Title: Managing Director

28

THE OHIO NATIONAL LIFE INSURANCE COMPANY
By	/s/ MICHAEL A. BOEDEKER Name: Michael A. Boedeker Title: Senior Vice President, Investments
OHIO NATIONAL LIFE ASSURANCE CORPORATION
By	/s/ MICHAEL A. BOEDEKER Name: Michael A. Boedeker Title: Senior Vice President, Investments

29

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:	Provident Investment Management, LLC, Its Agent
By	/s/ BEN MILLER Name: Ben Miller Title: Vice President

30

REASSURE AMERICA LIFE INSURANCE COMPANY
By:	Swiss Re Asset Management (Americas) Inc., as Attorney-In-Fact
By	/s/ JOHN H. DEMALLIE Name: John H. DeMallie Title: Assistant Vice President

31

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By	/s/ ROI G. CHANDY Name: Roi G. Chandy Title: Director, Special Situations

32

THE UNION CENTRAL LIFE INSURANCE COMPANY
By:	Summit Investment Partners, Inc., its Investment Advisor
By	/s/ DAVID M. WEISENBURGER Name: David M. Weisenburger Title: Portfolio Manager

33

THE NORTHERN TRUST COMPANY, as Trustee for the Lucent Technologies Inc. Master Pension Trust
By:	John Hancock Life Insurance Company, as Investment Advisor
By	/s/ C. WHITNEY HILL Name: C. Whitney Hill Title: Director

34

WASHINGTON NATIONAL LIFE INSURANCE COMPANY
By:	Conseco Capital Management, Inc., acting as Investment Advisor
By	/s/ ERIC JOHNSON Name: Eric Johnson Title: Vice President

35

ANNEX A

NOTE HOLDERS AND THEIR ADDRESSES

John Hancock Life Insurance Company

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

John Hancock Variable Life Insurance Company

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

Mellon Bank, N.A., as trustee for Long-Term Investment Trust

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

36

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

Mellon Bank, N.A., as trustee for the Bell Atlantic Master Pension Trust

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

The Northern Trust Company, as Trustee for the Lucent Technologies Inc. Master Pension Trust

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

37

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

Commonwealth of Pennsylvania State Employees' Retirement System

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Bond & Corporate Finance Group, T-57
Fax: (617) 572-1605

and

Mr. C. Whitney Hill
John Hancock Life Insurance Company
2520 Venture Oaks Way, Suite 120
Sacramento, CA 95833

and

John Hancock Life Insurance Company
200 Clarendon St.
Boston, MA 02117
Attn: Investment Law Division, T-30
Fax: (617) 572-9269

General Electric Capital Assurance Company

GE Financial Assurance Account: General Electric Capital Assurance Company Two Union Square, 601 Union Street Seattle, WA 98101 Attn: Investment Dept., Private Placements
Telephone No:	(206) 516-4954
Fax No:	(206) 516-4578

Teachers Insurance and Annuity Association of America

Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017-3206 Attention: Securities Division, Special Situations Team
Telephone:	(212) 916-6139 (Roi Chandy) (212) 490-9000 (General)
Fax:	(212) 916-6140

38

Minnesota Life Insurance Company

Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101
Attention: Advantus Capital Management, Inc.
Fax: (651) 223-5959

MTL Insurance Company

MTL Insurance Company
c/o Advantus Capital Management, Inc.
400 Robert Street North
St. Paul, MN 55101
Attn: Client Administrator

The Ohio National Life Insurance Company

The Ohio National Life Insurance Company
Attn: Investments
One Financial Way
Cincinnati, OH 45242

Ohio National Life Assurance Corporation

Ohio National Life Assurance Corporation
Attn: Investments
One Financial Way
Cincinnati, OH 45242

Provident Life & Accident Insurance Company

Provident Investment Management, LLC Private Placements One Fountain Square Chattanooga, Tennessee 37402
Telephone:	(423) 755-1172
Fax:	(423) 755-3351

Connecticut General Life Insurance Company

[insert name of nominee or, if no nominee, name of Purchaser]
c/o CIGNA Retirement & Investment Services
Attention: Private and Alternative Investments, H16B
280 Trumbull Street
Hartford, Connecticut 06103
FAX: 860-534-7203

39

AUSA Life Insurance Company

AEGON USA Investment Management, LLC
Attn: Director of Private Placements
4333 Edgewood Road NE
Cedar Rapids, IA 52499-5335
Fax: (319) 369-2666

and

AEGON USA Investment Management, LLC
Attn: Lizz Taylor—Private Placements
400 West Market Street
Louisville, KY 40202
Fax: (502) 560-2030

Life Investors Insurance Company of America

AEGON USA Investment Management, LLC
Attn: Director of Private Placements
4333 Edgewood Road NE
Cedar Rapids, IA 52499-5335
Fax: (319) 369-2666

and

AEGON USA Investment Management, LLC
Attn: Lizz Taylor—Private Placements
400 West Market Street
Louisville, KY 40202
Fax: (502) 560-2030

Monumental Life Insurance Company

AEGON USA Investment Management, LLC
Attn: Director of Private Placements
4333 Edgewood Road NE
Cedar Rapids, IA 52499-5335
Fax: (319) 369-2666

and

AEGON USA Investment Management, LLC
Attn: Lizz Taylor—Private Placements
400 West Market Street
Louisville, KY 40202
Fax: (502) 560-2030

Transamerica Life Insurance Company
    (formerly known as PFL Life Insurance Company)

AEGON USA Investment Management, LLC
Attn: Director of Private Placements
4333 Edgewood Road NE
Cedar Rapids, IA 52499-5335
Fax: (319) 369-2666

40

and

AEGON USA Investment Management, LLC
Attn: Lizz Taylor—Private Placements
400 West Market Street
Louisville, KY 40202
Fax: (502) 560-2030

American General Annuity Insurance Company

American General Annuity Insurance Company and PA WE1B
C/o AIG Global Investment Group
Attn: Private Placements Department A36-04
P.O. Box 3247
Houston, TX 77253-3247

or for Overnight mail:

American General Annuity Insurance Company and PA WE1B
C/o AIG Global Investment Group
Attn: Private Placements Department A36-04
2929 Allen Parkway, A37-01
Houston, TX 77019-2155
Fax: (713) 831-1072

Massachusetts Mutual Life Insurance Company

With respect to all Notes (regardless of account):

Massachusetts Mutual Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115
Attn: Securities Investment Division

And

Steve Katz
MassMutual Financial Group
C/O David L. Babson & Company Inc.
Tower Square
1500 Main St Ste 2800
Springfield, MA 01115

Allstate Life Insurance Company

Allstate Life Insurance Company Private Placements Department 3075 Sanders Road, STE G5D Northbrook, IL 60062-7127
Telephone	(847) 402-7117
Fax	(847) 326-3092

41

Allstate Life Insurance Company of New York

Allstate Life Insurance Company Private Placements Department 3075 Sanders Road, STE G5D Northbrook, IL 60062-7127
Telephone	(847) 402-7117
Fax	(847) 326-3092

Metropolitan Life Insurance Company

Metropolitan Life Insurance Company
Attn: Private Placement Unit
334 Madison Avenue
Convent Station, NJ 07961

And

Metropolitan Life Insurance Company
Attn: Law Department
334 Madison Avenue
Convent Station, NJ 07961

And

Fran Howard/ Milan Patel
4100 Boyscout Blvd. 10th FL.
Tampa, FL 33607

Fran Howard (fhoward@Metlife.com)
813-801-2610 p.
813-801-2506 f.

Milan Patel (Mpatel@metlife.com)
813-801-2685 p.
813-801-2506 f.

Reassure America Life Insurance Company

Swiss Re Asset Management (Americas) Inc.
55 East 52^nd Street
New York, NY 10055
Attention: Private Placement Unit
Fax: (212) 317-5170

The Equitable Life Assurance Society of the United States

The Equitable Life Assurance Society of the United States
c/o Alliance Capital Management Corporation
1345 Avenue of the Americas, 37^th Floor
New York, NY 10105
Attention: Sverker Johansson
Phone: (212) 969-1331

42

The Union Central Life Insurance Company

Union Central Life Insurance
c/o Summit Investment Partners
312 Elm Street, Suite 1212
Cincinnati, OH 45202
Attn: Fixed Income Dept.

The Manhattan Life Insurance Company

Manhattan Life Insurance Company
2727 Allen Parkway
Wortham Tower
Fifth Floor
Houston, Texas 77019

Washington National Life Insurance Company

Conseco Capital Management
Attn: Eric R. Johnson—Vice President
11825 North Pennsylvania Street
Carmel, IN 46032

43

QuickLinks

EXHIBIT 10.5

REGISTRATION RIGHTS AGREEMENT
ANNEX A NOTE HOLDERS AND THEIR ADDRESSES

EX-10.6

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EXHIBIT 10.6

INTERCREDITOR AGREEMENT

        This INTERCREDITOR AGREEMENT dated as of April 19, 2002 (this "Agreement") is entered into between and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership and owner of 99% of the Borrower (the "Partnership"), BANK OF AMERICA, N.A. ("Bank of America"), a national banking association, as agent (in such capacity, together with its agents and successors and permitted assigns, the "Agent") for each of the lenders (together with each of their successors and permitted assigns, individually a "Lender," and collectively the "Lenders") now or hereafter party to the Existing Facility A Credit Agreement (as hereinafter defined) and as collateral agent (in such capacity, and together with its agents and successors and permitted assigns, the "Collateral Agent") for each of the Lenders and for each of the holders (individually a "Noteholder," and collectively the "Noteholders") from time to time of the Notes (as hereinafter defined), and EACH OF THE UNDERSIGNED SECURED PARTIES. Capitalized terms used herein without definition have the respective meanings ascribed thereto in Section 1 hereof.

RECITALS

        A.    Pursuant to that certain Amended and Restated Credit Agreement, dated as of December 1, 1999, among the Borrower, the Agent and the Lenders, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of April 20, 2001, by that certain Second Amendment to Amended and Restated Credit Agreement dated as of November 7, 2001 and by that certain Third Amendment to Amended and Restated Credit Agreement dated as of April 19, 2002 (as further amended, supplemented or restated from time to time in compliance with Section 7.4 of this Agreement, the "Existing Facility A Credit Agreement"), the Lenders have made certain extensions of credit (the "Existing Facility A Loans") to the Borrower. The obligations of the Borrower to the Agent and the Lenders under the Existing Facility A Credit Agreement are referred to as the "Credit Obligations".

        B.    Pursuant to that certain Note Purchase Agreement, dated as of December 1, 1994, as amended by Amendment No. 1 to Note Purchase Agreement, dated as of August 1, 1996, by Amendment No. 2 to Note Purchase Agreement, dated as of January 15, 1998, and by the Note Purchase Override Agreement (as further amended, modified or supplemented from time to time in compliance with Section 7.4 hereof, the "1994 Note Agreement"), between the Borrower and the purchasers party thereto, the Borrower issued and such purchasers purchased $275,000,000 aggregate principal amount of the Company's 9.78% Senior Notes due December 1, 2009 (the "1994 Notes").

        C.    Pursuant to that certain Note Purchase Agreement, dated as of March 15, 1995, as amended by Amendment No. 1 to Note Purchase Agreement, dated as of August 1, 1996, by Amendment No. 2 to Note Purchase Agreement, dated as of January 15, 1998, and by the Note Purchase Override Agreement (as further amended, modified or supplemented from time to time in compliance with Section 7.4 hereof, the "1995 Note Agreement"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $25,000,000 aggregate principal amount of the Company's 9.60% Senior Notes due December 1, 2009 (the "1995 Notes").

        D.    Pursuant to the Note Purchase Agreement, dated as of August 1, 1996, as amended by Amendment No. 1 to Note Purchase Agreement, dated as of January 15, 1998 and by the Note Purchase Override Agreement (as further amended, modified or supplemented from time to time in compliance with Section 7.4 hereof, the "1996 Note Agreement"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $91,000,000 aggregate principal amount of the Company's Senior Notes, comprised of 8.01% Senior Notes, Series A, due August 1, 2006, in the aggregate principal amount of $6,490,000, 8.16% Senior Notes, Series B, due August 1, 2011, in the aggregate principal amount of $50,000,000, 8.21% Senior Notes, Series C, due

August 1, 2011, in the aggregate principal amount of $19,510,000 and 8.25% Senior Notes, Series D, due August 1, 2013, in the aggregate principal amount of $15,000,000, respectively (the "1996 Notes").

        E.    Pursuant to the Note Purchase Agreement, dated as of December 15, 1997, as amended by the Note Purchase Override Agreement (as further amended, modified or supplemented from time to time in compliance with Section 7 .4 hereof, the "1997 Note Agreement" and together with the 1994 Note Agreement, the 1995 Note Agreement and the 1996 Note Agreement, the "Note Purchase Agreements"), between the Company and the purchasers party thereto, the Company issued and such purchasers purchased $95,000,000 aggregate principal amount of the Company's Senior Notes, comprised of 7.76% Senior Notes, Series A, due February 1, 2012, in the aggregate principal amount of $15,000,000, 7.76% Senior Notes, Series B, due February 1, 2013, in the aggregate principal amount of $55,000,000, and 7.93% Senior Notes, Series C, due February 1, 2018, in the aggregate principal amount of $25,000,000, respectively (the "1997 Notes", and together with the 1994 Notes, the 1995 Notes and the 1996 Notes, the "Notes"). The obligations of the Borrower under the Note Purchase Agreements and the Notes are referred to as the "Noteholder Obligations".

        F.    Pursuant to the Facility A Credit Agreement and the Note Purchase Agreements, the Borrower is obligated, among other things, to execute and deliver certain documents and instruments granting liens to the Collateral Agent for the benefit of the Secured Parties in all of the present and future timberland and substantially all of the present and future sawmill assets of the Borrower and each of its Subsidiaries as collateral security for the Secured Obligations, and the Collateral Agent has agreed to undertake certain contractual obligations expressly provided herein on behalf of the Secured Parties.

        G.    The Borrower, the Partnership and the Secured Parties desire to enter into this Agreement for the purpose of governing, inter alia, the allocations of Distributions among the Secured Parties.

        NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree a follows:

Section 1    DEFINITIONS

        The following terms shall have the meanings assigned to them below in this Section 1 or in the provisions of this Agreement referred to below:

        "Acceleration Event" shall mean (i) any acceleration of maturity of any Secured Obligation, or (ii) the commencement of any Bankruptcy Case with respect to the Borrower.

        "Additional Lien" shall have the meaning assigned thereto in Section 3.6 below.

        "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Borrower.

        "Agent" shall have the meaning assigned thereto in the Preamble.

        "Agent Parties" or "Agent Party" shall have the meaning assigned thereto in Section 2.4 below.

        "Agreement" shall have the meaning assigned thereto in the Preamble.

        "Allocable Debt" means, at any date, the aggregate principal amount then outstanding under the Facility A Loans and the Notes.

2

        "Allocable Fraction" means, at any date, with respect to the disposition of any of the properties (or portions thereof) listed on Schedule D, the amount obtained by dividing the Fair Market Value, as set forth in the Applicable Total Appraisal, of such property (or portion thereof) by the aggregate Fair Market Value, as set forth in such Applicable Total Appraisal, of all of the properties (and portions thereof, if applicable) listed on the attached Schedule D that have not, prior to such date, been sold, transferred or otherwise disposed of.

        "Allocable Release Amount" means, at any date, an amount equal to 110% of the amount obtained by multiplying the Allocable Fraction, with respect to the property (or portion thereof) to be sold, transferred or otherwise disposed of, by the Allocable Debt.

        "Applicable Total Appraisal" shall mean the most recent of the Initial Total Appraisal and any Subsequent Total Appraisal.

        "Bank of America" shall have the meaning assigned thereto in the Preamble.

        "Bankruptcy Case" shall mean, with respect to any Person, an insolvency, bankruptcy, dissolution, liquidation or reorganization, or the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to such Person or any substantial part of such Person's property.

        "Bankruptcy Code" shall mean the Bankruptcy Code, Title 11, United States Code.

        "Bankruptcy Proceeding" shall mean, with respect to any Person, a general assignment of such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property, including without limitation any case involving such Person as a debtor under the Bankruptcy Code.

        "Borrower" shall have the meaning assigned thereto in the Preamble.

        "Business Day" shall mean any day which is not a Saturday, Sunday or a day on which any of the Secured Parties are authorized or obligated by law, executive order or governmental decree to be closed in New York, New York or in Los Angeles, California.

        "Collateral" shall mean all assets (including, without limitation, real property, personal property and fixtures) of the Borrower and each of its Subsidiaries, both tangible and intangible, (i) described as collateral for the Secured Obligations in the Security Instruments or (ii) upon which the Borrower or any of its Subsidiaries is required pursuant to the terms of any Note Purchase Agreement and/or the Facility A Credit Agreement to grant to the Collateral Agent for the benefit of the Secured Parties a Lien, including, without limitation, all of the present and future timberland and substantially all of the present and future sawmill assets of the Borrower and its Subsidiaries.

        "Collateral Agent" shall have the meaning assigned thereto in the Preamble.

        "Collateral Agent's Fee" shall mean an annual fee of $50,000.

        "Collateral Proceeds" shall mean and include the proceeds of any sale or disposition of any of the Collateral in connection with (i) the enforcement of the Liens granted pursuant to the Security Instruments or (ii) any other exercise of the rights of the Collateral Agent on behalf of the Secured Parties pursuant to the Security Instruments and this Agreement.

        "Credit Obligations" shall have the meaning assigned thereto in the Recitals.

3

        "Current Appraisal" means, in connection with the sale, transfer or other disposition of any of the properties (or portions thereof, as applicable) listed on the attached Schedule D, an appraisal of such property (or portion thereof) conducted by the Forestry Consultant as of a date not more than thirty (30) days prior to the date of such sale, transfer or other disposition.

        "Default Notice" shall have the meaning assigned thereto in Section 3.2(a).

        "Deferred Inland Payment" shall mean the first $10,000,000 of Distributions in respect of outstanding principal of the Subject Obligations pursuant to this Agreement other than Distributions from the disposition of Collateral (including without limitation Collateral Proceeds) (it being understood that such Distributions shall constitute the deferred distribution of the first $10,000,000 of the proceeds of the sale of the Inland Tree Farm South, which was initially applied to repayment of principal outstanding under the Facility B Credit Agreement).

        "Distribution" shall mean any and all payments or distributions (direct or indirect) of any kind or character (whether such payments or distributions are attributable to Collateral or to assets or property other than Collateral and whether in the form of cash or any other property) in respect of any of the Secured Obligations, including, without limitation:

          (i)  any voluntary payment or distribution with respect to the Secured Obligations (including any prepayment (whether optional or otherwise) or any purchase of any of the Secured Obligations) by the Borrower, the Partnership or any Subsidiary of the Borrower or the Partnership;

        (ii)  any setoff or assertion of a banker's lien or similar right (including, without limitation, any secured lien arising therefrom under the Bankruptcy Code);

        (iii)  any distribution of proceeds from any exercise of rights or remedies by any Secured Party (including, without limitation, any Collateral Proceeds);

        (iv)  any payments or other distributions (including, without limitation, payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Secured Party) made pursuant to the terms of any Security Instrument or the exercise of any rights (statutory or otherwise) with respect to the Collateral or any Secured Obligation; and

        (v)  any payment or other distribution from the estate of the Borrower, the Partnership, or any Subsidiary of the Borrower or the Partnership in any Bankruptcy Proceeding;

provided, that, the term "Distributions" shall not include any payment or distribution (w) from the net proceeds of any Equity Issuance after the date of this Agreement, if such proceeds are used to repay all or part of the Facility A Loans or the Notes (in compliance with the terms of the Note Purchase Override Agreement), as elected by the Borrower, (x) from the proceeds of a Permitted Refinancing, (y) by the Borrower (or by the Partnership on behalf of the Borrower) of Common Units (as defined in the Note Purchase Override Agreement) for payment in respect of Make-Whole Amounts, and (z) for avoidance of doubt, in respect of the obligations of the Borrower under and in connection with the Facility B Credit Agreement, including without limitation from the proceeds of any collateral securing the obligations of the Borrower under the Facility B Credit Agreement.

        "Enforcement" shall mean taking any action seeking remedies with respect to the Collateral or pursuing enforcement (judicial or otherwise) with respect to any of the Liens granted under the Security Instruments. For the avoidance of doubt, "Enforcement" shall not include (i) filing any involuntary petition of bankruptcy or similar action with respect to the Borrower or (ii) any action permitted by Section 5.1.

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        "Enforcement Directive" shall have the meaning assigned thereto in Section 2.2(a) below.

        "Equity Issuance" shall mean any issuance by the Partnership to any Person (other than the Borrower or any Subsidiary thereof) of any limited partnership interests, or any other interest or participation that confers on a Person the right to receive a share of the profits, but not the losses, of, or distribution of assets of, the Partnership, the proceeds of which are contributed to the Borrower by the Partnership.

        "Existing Facility A Credit Agreement" shall have the meaning assigned thereto in the Recitals.

        "Existing Facility A Loans" shall have the meaning assigned thereto in the Recitals.

        "Facility A Credit Agreement" shall mean the Existing Facility A Credit Agreement and any agreement evidencing a Permitted Refinancing thereof.

        "Facility A Loans" shall mean the Existing Facility A Loans and any loans outstanding pursuant to a Permitted Refinancing.

        "Facility B Credit Agreement" means that certain Amended and Restated Facility B Credit Agreement dated as of December 1, 1999 between the Borrower, the financial institutions from time to time party thereto and Bank of America, as administrative agent, as amended or otherwise modified from time to time, or any replacement therefor that constitutes a Working Capital Facility (as defined in the Uniform Covenants and Events of Default).

        "Facility B Liens" means the liens granted by the Borrower to the agent under the Facility B Credit Agreement pursuant to that certain Security Agreement dated as of December 1, 1999.

        "Fair Market Value" means, on any date, fair market value as of such date, as determined in accordance with customary industry standards and procedures by the Forestry Consultant.

        "Forestry Consultant" means the forestry consultant (and any successor thereto) in each instance retained in accordance with Section 2.2(d)(i).

        "Indemnified Liabilities" shall have the meaning assigned thereto in Section 2.8 below.

        "Indemnity Share" shall have the meaning assigned thereto in Section 2.8.

        "Initial Total Appraisal" shall have the meaning assigned thereto in Section 2.2(d)(i).

        "Inland Tree Farm North" means the property commonly referred to as Inland Tree Farm North that is being sold by the Borrower pursuant to the Purchase and Sale Agreement made and entered into on or about February 5, 2002 with Patriot Investments LLC.

        "Inland Tree Farm South" means the property commonly referred to as Inland Tree Farm South that has been sold by the Borrower pursuant to the Purchase and Sale Agreement made and entered into on or about February 5, 2002 with Patriot Investments LLC.

        "Joinder Agreement" means a joinder agreement in substantially the form attached hereto as Schedule E.

        "Lenders" shall have the meaning assigned thereto in the Preamble, unless the Existing Facility A Loans shall have been refinanced pursuant to a Permitted Refinancing, in which case "Lenders" shall include the Replacement Lenders.

        "Lien" shall mean any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

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        "Loan Obligations" shall mean the Credit Obligations and shall include the obligations of the Borrower to the Agent (including any replacement agent) and the Lenders (including any Replacement Lenders) in connection with the Facility A Loans.

        "Make-Whole Amount" shall have the respective meaning assigned thereto in the applicable Note Purchase Agreements.

        "Mortgages" shall mean, collectively all mortgages and deeds of trust executed by the Borrower or a Subsidiary thereof in favor of the Collateral Agent, on behalf of the Secured Parties, each as amended, modified or supplemented from time to time in accordance with Section 7.4 of this Agreement.

        "Net Sale Proceeds" shall mean, in connection with any sale, transfer or other disposition of property, all cash proceeds of any such sale, transfer or other disposition net only of pro rated ad valorem taxes, any commissions due brokers not affiliated with Borrower (such commissions in aggregate not to exceed 10% of the gross sales price) and reasonable and customary cash costs of closing with respect thereto, including sale, use or other transaction taxes paid or payable by Borrower as a direct result thereof.

        "1994 Notes" has the meaning assigned thereto in the Recitals.

        "1994 Note Agreement" has the meaning assigned thereto in the Recitals.

        "1995 Notes" has the meaning assigned thereto in the Recitals.

        "1995 Note Agreement" has the meaning assigned thereto in the Recitals.

        "1996 Notes" has the meaning assigned thereto in the Recitals.

        "1996 Note Agreement" has the meaning assigned thereto in the Recitals.

        "1997 Notes" has the meaning assigned thereto in the Recitals.

        "1997 Note Agreement" has the meaning assigned thereto in the Recitals.

        "Non-Indemnifying Secured Party" shall have the meaning assigned thereto in Section 2.8 below.

        "Non-Returning Secured Party" shall have the meaning assigned thereto in Section 3.4(c) below.

        "Noteholder Agent" shall mean an agent to the Noteholders appointed by the Noteholders pursuant to and in compliance with Section 5.3 of the Note Purchase Override Agreement.

        "Noteholder Obligations" shall have the meaning assigned thereto in the Recitals.

        "Noteholders" shall have the meaning assigned thereto in the Preamble.

        "Note Purchase Agreements" shall have the meaning assigned thereto in the Recitals.

        "Note Purchase Override Agreement" shall mean the Note Purchase Override Agreement, dated as of April 19, 2002, between the Borrower and the Noteholders and, for purposes of agreeing to Section 6.11 thereof, certain Affiliates of the Borrower, as amended, modified or supplemented from time to time in accordance with Section 7.4 hereof.

        "Notes" shall have the meaning assigned thereto in the Recitals.

        "Outstanding Senior Indebtedness" shall mean, as at any date, the sum of the Loan Obligations and Noteholder Obligations as at such date.

        "Partnership" shall have the meaning assigned thereto in the Preamble.

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        "Permitted Disposition" shall mean any of the following:

          (i)  the sale, transfer or other disposition of any of the properties (or portion thereof) listed on the attached Schedule D by the Borrower to a Person who is not an Affiliate of the Borrower; provided, that such sale generates Net Sale Proceeds received on the date of such sale, transfer or other disposition (x) in an amount equal to or greater than the Fair Market Value of such property (or portion thereof), as set forth in the applicable Current Appraisal, and (y) in an amount equal to or greater than the Allocable Release Amount for such property (or portion thereof) as of the date of such sale, transfer or other disposition; provided that, with respect to any one property listed on Schedule D (including all portions thereof, to the extent sold separately), which property shall be selected by the Company in its sole discretion, the sale, transfer or other disposition of such property (including all portions thereof, to the extent sold separately) need only generate Net Sale Proceeds received on the date of such sale, transfer or other disposition, equal to or greater than the Fair Market Value for such property (or portion thereof), as set forth in the applicable Current Appraisal, and need not generate Net Sale Proceeds received on the date of such sale, transfer or other disposition, equal to or greater than the Allocable Release Amount for such property (or portion thereof);

        (ii)  the sale of Inland Tree Farm South; and

        (iii)  the sale of Inland Tree Farm North;

in each case provided that the Net Sale Proceeds thereof are tendered immediately to the Collateral Agent to be distributed as set forth herein.

        "Permitted Refinancing" shall mean a refinancing of the Facility A Loans with a credit facility with (i) the same or lower Applicable Margin (as defined in the Existing Facility A Credit Agreement) and the same calculation of base interest rate (i.e., based on the federal funds rate, the Agent's "reference rate" or LIBOR, with the same rights of the Borrower to choose among them), (ii) the same amortization, (iii) the same or lower bank fees, and the same or less restrictive covenants and events of default and (iv) substantially the same other terms as the Existing Facility A Credit Agreement; provided that each of the financial institutions providing such credit facility shall have executed a Joinder Agreement.

        "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof.

        "Registration Rights Agreement" means the Registration Rights Agreement, dated as of April 19, 2002, among the Partnership, the Borrower and the Noteholders, as amended, modified or supplemented from time to time in compliance with Section 7.4 of this Agreement.

        "Replacement Lenders" shall mean the financial institution(s) providing any Permitted Refinancing.

        "Required Lenders" shall mean, as of any date, Lenders holding at least 66²/3% of the then aggregate unpaid principal amount of the Facility A Loans (excluding any Facility A Loans owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership).

        "Required Noteholders" shall mean, as of any date:

          (i)  with respect to the delivery of any Enforcement Directive, Noteholders holding at least 51% of the aggregate outstanding principal amount of the Notes as of such date (excluding the outstanding principal amount of any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or

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the Partnership) voting as a single class, and at such time as the principal amount of the Notes (excluding the outstanding principal amount of any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership) have been paid in full, Noteholders holding at least 51% of the aggregate amount of Make-Whole Amounts that are due with respect to the Notes (excluding any Make-Whole Amounts accrued with respect to any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership); and

        (ii)  with respect to all other matters, the respective Noteholders holding at least 55% of the aggregate outstanding principal amount of the 1994 Notes, the 1995 Notes, the 1996 Notes and the 1997 Notes (voting as separate classes) as of such date (excluding in each instance the outstanding principal amount of any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership), and at such time as the principal amount of the 1994 Notes, the 1995 Notes, the 1996 Notes and the 1997 Notes (excluding in each instance the outstanding principal amount of any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership), as the case may be, have been paid in full, the respective Noteholders holding at least 55% of the aggregate amount of Make-Whole Amounts accrued with respect to the 1994 Notes, the 1995 Notes, the 1996 Notes and the 1997 Notes (voting as separate classes) that are due with respect to the respective Notes (excluding any Make-Whole Amounts accrued with respect to any Notes owned, directly or indirectly, by the Borrower, the Partnership or any Subsidiary, Affiliate, officer or director of the Borrower or the Partnership).

        "Required Secured Parties" shall mean both the Required Lenders and the Required Noteholders, voting as separate classes; provided, that, (i) if the Loan Obligations are paid in full, Required Secured Parties shall mean the Required Noteholders, and (ii) if the Noteholder Obligations are paid in full, Required Secured Parties shall mean the Required Lenders.

        "Responsible Officer" shall mean the chief executive officer, the president, the chief financial officer, any senior vice president, any vice president or the Person serving as the secretary and general counsel of the Borrower, or any other officer having substantially the same authority and responsibility.

        "Retained Notes" shall mean, with respect solely to the Distributions hereunder on December 31, 2005, any Notes that shall not have been put to the Borrower pursuant to Section 2.2(b) of the Note Purchase Override Agreement and shall not otherwise have become due and payable on December 31, 2005.

        "Returned Amount" shall have the meaning assigned thereto in Section 3.4(c) below.

        "Returned Amount Share" shall have the meaning assigned thereto in Section 3.4(c).

        "Secured Obligations" shall mean (i) all of the Loan Obligations, (ii) all of the Noteholder Obligations, and (iii) all obligations of the Borrower arising under this Agreement, the Security Instruments, the Registration Rights Agreement and any agreement entered into between the Borrower and the Noteholder Agent pursuant to and in compliance with Section 5.3 of the Note Purchase Override Agreement.

        "Secured Party" shall individually mean any Lender, any Noteholder, any Noteholder Agent, the Collateral Agent or Agent and "Secured Parties" shall mean all of the Lenders, the Noteholders, any Noteholder Agent, the Collateral Agent and the Agent.

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        "Security Agreement" shall mean that certain Security Agreement, to be made and entered before June 30, 2002, between the Borrower and the Collateral Agent, as amended, modified or supplemented from time to time in accordance with Section 7.4 of this Agreement.

        "Security Instruments" means, collectively, the Security Agreement, the Mortgages and all other agreements including control agreements, instruments, mortgages and other documents, whether now existing or hereafter in effect, pursuant to which the Borrower or any Subsidiary thereof shall grant or convey to any Secured Party a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Outstanding Senior Indebtedness or other obligation or liability arising under the Transaction Documents, as any of them may be amended, modified or supplemented from time to time in accordance with Section 7.4 of this Agreement.

        "Security Termination Date" shall mean the earlier of (i) the date on which all of the Secured Obligations shall have been paid in full; and (ii) the date all of the Secured Parties agree in writing to the termination of this Agreement.

        "Senior Indebtedness Event of Default" shall mean the occurrence and continuation beyond any grace or cure period applicable thereto of any event of default under the terms of or as defined in any Transaction Document.

        "Special Rules" shall mean, with respect to the appointment of a successor Collateral Agent in accordance with Section 2.9(a) or a Forestry Consultant in accordance with Section 2.2(d)(i), an arbitration procedure whereby the Required Lenders shall submit to the arbitrator a list of three (3) candidates and the Required Noteholders shall submit to the arbitrator a list of three (3) candidates (in each case such submission to be made within the ten (10) days after commencement of such arbitration), and the arbitrator shall, after affording the Required Lenders and Required Noteholders an opportunity to be heard, select the successor Collateral Agent or Forestry Consultant, as the case may be, from the six potential candidates (such selection to be made within twenty (20) days after commencement of such arbitration).

        "Subject Obligations" shall mean all Noteholder Obligations and all Loan Obligations.

        "Subsequent Total Appraisal" shall have the meaning assigned thereto in Section 6.5.

        "Subsidiary" means, with respect to any Person, any corporation or other entity (i) in which more than 50% of its outstanding voting stock or more than 50% of all of its equity interests is owned directly or indirectly by such Person and/or by one or more of such Person's Subsidiaries and (ii) which has assets having an aggregate book value of $10,000 or more.

        "Third Amendment" shall mean the Third Amendment to Amended and Restated Credit Agreement, dated as of the date hereof, between the Borrower, the Agent and the Lenders and, for purposes of agreeing to Section 7 thereof, certain Affiliates of the Borrower.

        "Transaction Documents" shall mean collectively, this Agreement, the Facility A Credit Agreement, the Third Amendment, the Notes, the Note Purchase Agreements, the Note Purchase Override Agreement, the Registration Rights Agreement and the Security Instruments.

        "Uniform Covenants and Events of Default" means the schedule of Uniform Covenants and Events of Default incorporated into the Facility A Credit Agreement and each of the Note Purchase Agreements.

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Section 2    THE COLLATERAL AGENT

        Section 2.1    Appointment and Authorization.    Subject to the provisions of Section 2.9 hereof, Bank of America is hereby irrevocably designated and appointed as the Collateral Agent for the benefit of the Secured Parties under the Security Instruments, and is hereby irrevocably authorized to take such action as is expressly provided for under the provisions of this Agreement and to exercise such powers as are expressly conferred upon or delegated to the Collateral Agent by the terms of any of the Security Instruments and this Agreement, together with such other powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, or any fiduciary relationship with any of the Secured Parties, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Instruments or this Agreement or otherwise be deemed to exist for, be undertaken by, or apply to or against the Collateral Agent. The Collateral Agent is hereby expressly authorized in such capacity on behalf of the Secured Parties, without hereby limiting the foregoing, and subject to, and in accordance with, the terms and conditions of this Agreement:

        (i)    to implement the sharing of Distributions as contemplated by this Agreement and to receive on behalf of each of the Secured Parties any payment of monies paid thereto in accordance with the Security Instruments, and to distribute to each Secured Party its respective share of all payments (including the Distributions) so received in accordance with the terms of this Agreement;

        (ii)  to receive all documents and items to be furnished under the Security Instruments;

        (iii)  to maintain physical possession of any of the Collateral as contemplated by any of the Security Instruments;

        (iv)  to act on behalf of each Secured Party in and under the Security Instruments and this Agreement;

        (v)  to execute and deliver to the Borrower requests, demands, notices, approvals, consents and other communications received from any Secured Party in connection with the Security Instruments subject to the terms and conditions set forth herein;

        (vi)  to the extent permitted by this Agreement and the Security Instruments, to exercise for its own benefit and the benefit of each Secured Party all remedies of the Secured Parties under any of the Security Instruments as directed in writing by either the Required Lenders or the Required Noteholders, subject, however, to the right to take action described in Section 2.2(c) so long as consistent with the terms of the Security Instruments;

        (vii) to execute and deliver applications and releases as provided in the Security Instruments and this Agreement; and

        (viii)    to take such other actions, other than as specified in Sections 2.2(a) and (c) hereof, as may be requested in writing by the Required Secured Parties or as are reasonably incidental to any powers granted to the Collateral Agent hereunder and not in conflict with applicable law or regulation or any Transaction Document.

        Section 2.2    Duties.

        (a)  Upon the Collateral Agent's receipt of (i) a Default Notice from any Secured Party giving notice of a Senior Indebtedness Event of Default and (ii) written notice from either the Required Lenders or the Required Noteholders directing the Collateral Agent to take specific action under any Security Instrument for the benefit of the Secured Parties (an "Enforcement Directive"), the Collateral Agent shall undertake to proceed as directed as soon as possible and in no event later than two (2) Business Days after receipt of both such notices. All Enforcement actions undertaken by the Collateral Agent, whether or not directed by the Required Lenders or the Required

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Noteholders, shall be in accordance with the terms of the Transaction Documents and applicable law. The Collateral Agent shall deliver a copy of any Default Notice and any Enforcement Directive to each Secured Party not signatory thereto within one (1) Business Day of its receipt by the Collateral Agent. The Collateral Agent shall be entitled to rely and act upon advice of counsel (including, without limitation, counsel to any Secured Party), independent accountants and other experts selected by the Collateral Agent with reasonable care concerning all matters pertaining to any duties hereunder.

        (b)  The Collateral Agent shall have no obligation to, nor liability for failure to, independently verify the existence or occurrence of any events set forth in any Default Notice it shall receive pursuant to Section 2.2(a) hereof and the Collateral Agent may rely thereon as to each matter stated therein as more fully set forth in Section 2.5 hereof and shall be indemnified by the Secured Parties in the manner and pursuant to the terms of Section 2.8 hereof.

        (c)  The Collateral Agent shall not release, substitute, exercise any right or remedy, or take any other action with respect to any Collateral without the prior written consent of the Required Secured Parties, except (i) as is necessary to prevent the waste, diminution, impairment or loss of Collateral, if notice to or an Enforcement Directive from the Required Lenders or the Required Noteholders could not reasonably be provided or obtained; (ii) as permitted under Section 6.4 hereof; and (iii) in connection with an Enforcement Directive from the Required Lenders or the Required Noteholders. The Collateral Agent shall give notice to each Secured Party of any substantial or material action taken by the Collateral Agent pursuant Section 2.2(c)(i) or Section 6.4 promptly after taking such action.

        (d)  (i) The Collateral Agent shall, within 30 days of the date of this Agreement, at the Borrower's expense, retain a Forestry Consultant consented to in writing by the Required Lenders and the Required Noteholders (x) to appraise each of the properties listed on the attached Schedule D (such appraisal of all such properties, the "Initial Total Appraisal"), (y) from time to time thereafter to conduct appraisals required hereunder, and (z) to perform such other tasks as provided for under Section 2.14 of the Uniform Covenants and Events of Default. If the Required Lenders and the Required Noteholders are unable to agree on the Forestry Consultant to be retained, or any successor thereto, the Required Lenders shall retain a forestry consultant (the "Lender Consultant") and the Required Noteholders shall retain a forestry consultant (the "Noteholder Consultant") and the Lender Consultant and the Noteholder Consultant shall jointly select the Forestry Consultant to be retained by the Collateral Agent for the benefit of both the Required Noteholders and the Required Lenders. If the Lender Consultant and the Noteholder Consultant cannot agree as to the Forestry Consultant to be retained by the Collateral Agent within thirty (30) days after the earlier of the date the Lender Consultant was retained and the date the Noteholder Consultant was retained, then any Secured Party may seek the appointment of a Forestry Consultant through binding arbitration conducted in accordance with the Federal Arbitration Act (or, if not applicable, applicable state law) and the Special Rules. If a Noteholder Agent shall have been appointed by the Noteholders, any Forestry Consultant retained by the Collateral Agent shall thereupon be jointly retained by the Collateral Agent, the Agent, and the Noteholder Agent in accordance with the procedure described in this Section 2.2(d).

        (ii)  At any time, either the Required Lenders or the Required Noteholders shall have the right, upon the delivery of five (5) Business Days written notice to the Collateral Agent, to direct that the engagement of any particular Forestry Consultant be terminated and to direct that a successor Forestry Consultant be retained in accordance with Section 2.2(d)(i). Upon its receipt of such notice, the Collateral Agent shall deliver copies of such notice to the Borrower and all Secured Parties that have not executed such notice and shall cause such engagement to be terminated (such termination to be effective upon the appointment of a successor Forestry Consultant in accordance with Section 2.2(d)(i)).

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        (iii)  The Collateral Agent shall (x) promptly upon its receipt of any appraisal conducted by the Forestry Consultant (including without limitation the Initial Total Appraisal), deliver copies thereof to each of the Secured Parties and the Borrower and (y) promptly upon its receipt of any other reports prepared by the Forestry Consultant (including without limitation any reports relating to the Borrower's inventory management system) deliver copies thereof to each of the Secured Parties.

        Section 2.3    Agents and Attorneys-in-fact.    The Collateral Agent may execute any of its duties under the Security Instruments or this Agreement by or through its agents or attorneys-in-fact.

        Section 2.4    Limitation on Liability.    Neither the Collateral Agent nor any of its officers, directors, employees, affiliates, agents or attorneys-in-fact (collectively, the "Agent Parties") shall be liable to the Secured Parties for any action lawfully taken or omitted to be taken by it or them under or in connection with the Security Instruments or this Agreement except for its or their own gross negligence or willful misconduct, including without limitation any liability with respect to (i) the sharing of the Distributions as contemplated by this Agreement, (ii) the application pursuant to the terms of this Agreement of Collateral Proceeds realized from time to time by the Collateral Agent on behalf of the Secured Parties, (iii) the exercise of any remedy, including without limitation the sale or sales of Collateral conducted by the Collateral Agent in accordance with the terms hereof and of the Security Instruments pursuant to any Enforcement Directive delivered by either the Required Lenders or the Required Noteholders to the Collateral Agent in connection with any Default Notice and (iv) the protection or preservation of the Collateral in its possession. No Agent Party shall be responsible in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by the Borrower, any of its Subsidiaries or any officer thereof contained in any of the Security Instruments or any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in or received by the Collateral Agent under or in connection with this Agreement, the Security Instruments or the other Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Security Instruments or any other Transaction Document, or for any failure of the Borrower, any of its Subsidiaries or any Secured Party (other than the Collateral Agent) to perform its obligations thereunder, or for the perfection or priority of any Lien or the existence or state of, or title to, any of the Collateral. The Collateral Agent shall be under no obligation to any of the Secured Parties to ascertain or to inquire as to the observance or performance of any of the terms, covenants or conditions of the Security Instruments, this Agreement, or any other Transaction Documents on the part of the Borrower, any of its Subsidiaries or any Secured Party (other than the Collateral Agent) or to inspect the properties, books or records of the Borrower, any of its Subsidiaries or any Secured Party (other than the Collateral Agent). The agreements in this Section 2.4 shall survive the payment of the Secured Obligations and the termination of this Agreement, the Security Instruments and any other Transaction Documents.

        Section 2.5    Reliance.    The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, without independent investigation, upon any certification, notice, consent or other communication (including, without limitation, any thereof delivered by telephone or telefacsimile) reasonably believed by it to be genuine and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Secured Party), independent accountants and other experts selected by the Collateral Agent with reasonable care. The Collateral Agent shall be fully justified in failing or refusing to take any Enforcement action under the Security Instruments or this Agreement unless it shall first receive an Enforcement Directive from either the Required Lenders or the Required Noteholders as provided in this Agreement and it shall first be indemnified to its reasonable satisfaction (which standard shall be applied on the same basis to the Noteholders as to the Lenders) by such directing Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing

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to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Security Instruments or this Agreement in accordance with a request of either the Required Lenders or the Required Noteholders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Secured Parties and their successors and assignees.

        Section 2.6    Notice of Default.    The Collateral Agent shall not be deemed to have constructive knowledge or notice of the occurrence of any Senior Indebtedness Event of Default with respect to which it does not have actual knowledge by any of its personnel or officers active in its service as Collateral Agent unless it has received a Default Notice that is clearly identified as such.

        Section 2.7    No Representations.    Each Secured Party that is a party hereto acknowledges that neither the Collateral Agent nor any of its affiliates has made any representations or warranties to it and that no act by the Collateral Agent hereafter taken, including any review of the affairs of the Borrower or any Subsidiary thereof, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Secured Party. Each Secured Party represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Borrower, and the status, nature and value of the Collateral, and made its own decision to enter into this Agreement and the Transaction Documents to which it is party. Each Secured Party also represents that it will, independently and without reliance upon the Collateral Agent or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents and to make such investigation as it deems necessary to inform itself as to the status and affairs, financial or otherwise, of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Secured Parties by the Collateral Agent hereunder or under the Security Instruments, the Collateral Agent shall have no duty or responsibility to provide any Secured Party with any credit or other information concerning the Collateral or the affairs, financial condition or business of the Borrower (other than with respect to Distributions pursuant to Section 3.4 hereof) which may come into the possession of the Collateral Agent.

        Section 2.8    Reimbursement / Indemnification.    Each Secured Party agrees to indemnify for its Indemnity Share (as defined below) each Agent Party in its capacity as such (to the extent not reimbursed by the Borrower and without limiting any obligations of the Borrower so to do) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time (including without limitation at any time following the payment of any amounts due under this Agreement or any Transaction Document) be imposed on or incurred by any Agent Party in any way relating to or arising out of the Security Instruments, this Agreement, the other Transaction Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated thereby or hereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing (collectively, the "Indemnified Liabilities"); provided, that no Secured Party shall be liable for the payment of any portion of such Indemnified Liabilities resulting from an Agent Party's gross negligence or willful misconduct; provided, further, that no Secured Party shall be liable for the payment of any portion of such Indemnified Liabilities resulting from actions taken by an Agent Party pursuant to an Enforcement Directive unless such Secured Party executed such Enforcement Directive. If any Secured Party (a "Non-Indemnifying Secured Party") fails to tender payment of its ratable share, determined based on the outstanding principal amount (or, if no principal amount is outstanding in respect of the Subject Obligations, then the outstanding Make-Whole Amount) owing to such Secured Party at such time to the outstanding principal amount (or, if no principal amount is outstanding in respect of the Subject Obligations, then the outstanding Make-Whole Amount) owing to all Secured

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Parties (or, in the case of an Enforcement Directive, owing to all Secured Parties that executed such Enforcement Directive) at such time, of any of such Indemnified Liabilities (its "Indemnity Share"), then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Indemnifying Secured Party an amount equal to its Indemnity Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Indemnity Share. The Collateral Agent shall also have the right to collect from such Non-Indemnifying Secured Party, and/or withhold from any Distributions to otherwise be made to such Non-Indemnifying Secured Party, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Indemnifying Secured Party's Indemnity Share, plus interest on any unpaid portion of such Indemnity Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Indemnity Share. The agreements in this Section 2.8 shall survive the payment of the Outstanding Senior Indebtedness and the termination of this Agreement, the Security Instruments and the other Transaction Documents.

        Section 2.9    Resignation and Removal of Collateral Agent.

        (a)  If the Collateral Agent shall resign as Collateral Agent under this Agreement (or be removed pursuant to Section 2.9(b)), such resignation (or removal) to be effective upon the appointment of a successor Collateral Agent, then the Required Secured Parties may appoint a successor Collateral Agent for the Secured Parties, which successor Collateral Agent shall be a commercial bank, insurance company or trust company organized under the laws of the United States of America or any state thereof having a combined surplus and capital of not less than $500,000,000, whereupon such successor Collateral Agent shall succeed to the rights, powers and duties of the former Collateral Agent and the obligations of the former Collateral Agent shall be terminated and canceled, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement; provided, however, that if the Required Secured Parties cannot agree as to a successor Collateral Agent within fifteen (15) days after notice of such resignation (or removal), then any Secured Party may seek the appointment of a successor Collateral Agent through binding arbitration conducted in accordance with the Federal Arbitration Act (or, if not applicable, applicable state law) and the Special Rules; provided, further, that if a successor Collateral Agent has not been appointed within ninety (90) days from notice of such resignation (or removal) then the resigning (or removed) Collateral Agent may appoint an interim Collateral Agent (which shall not be a Lender, a Noteholder or any Affiliate of any thereof) meeting the qualifications set forth above to act as Collateral Agent pending the appointment of a successor Collateral Agent through the procedure described herein.

        (b)  The Collateral Agent may be removed without cause at any time by the vote of either the Required Lenders or the Required Noteholders and written notice thereof delivered to the Collateral Agent. If the Collateral Agent is so removed, the Required Secured Parties may appoint a successor Collateral Agent in accordance with Section 2.9(a) hereof.

        (c)  After the effective date of the resignation or removal of the Collateral Agent hereunder, the provisions of this Section 2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under the Security Instruments and this Agreement; provided, however, that any liability of such Collateral Agent arising from the performance of its obligations hereunder prior to such resignation or removal shall survive such resignation or removal.

        (d)  Each of the parties hereto, including any resigning or removed Collateral Agent, agrees to execute whatever documents are necessary or reasonably requested, including without limitation amendments to or assignments of any of the Security Instruments, to effect the resignation or

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removal of the Collateral Agent under this Agreement or any other document executed pursuant to this Agreement and to continue the perfection of the Liens on the Collateral.

        Section 2.10    Collateral Agent under Security Instruments.    The Collateral Agent hereunder hereby agrees to serve as Collateral Agent under the Security Instruments. Any resignation or removal of the Collateral Agent hereunder and the appointment of a substitute Collateral Agent shall also be effective as a resignation, removal or substitution of the Collateral Agent under the Security Instruments.

Section 3    ENFORCEMENT, PRIORITY AND DISTRIBUTION OF COLLATERAL PROCEEDS

        Section 3.1    Enforcement With Respect to Collateral.    Each and every Secured Party shall have the right to deliver a Default Notice to the Collateral Agent to the extent a Senior Indebtedness Event of Default shall have occurred under a Transaction Document to which such Person is a party (except that the Lenders (acting in such capacity) shall act solely as a group through direction to the Agent). Upon and after the delivery to the Collateral Agent of (i) a Default Notice by any Secured Party and (ii) an Enforcement Directive from either the Required Lenders or the Required Noteholders, the Collateral Agent shall undertake Enforcement pursuant to Section 2.2(a) hereof, and proceed to protect and enforce rights or remedies granted under the Security Instruments as directed in the Enforcement Directive, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein or in the Security Instruments, or to enforce any other legal or equitable right or remedy provided therein. Other than actions necessary to prevent the waste, diminution, impairment or loss of any Collateral, which actions could not reasonably await notice to or an Enforcement Directive from either the Required Lenders or the Required Noteholders, each Secured Party that is a party hereto hereby agrees that it shall not take any action of Enforcement in respect of or affecting any Collateral except through the delivery of an Enforcement Directive from either the Required Lenders or the Required Noteholders to the Collateral Agent.

        Section 3.2    Cooperation of Secured Parties.    Each Secured Party that is a party hereto hereby agrees and covenants with each other Secured Party that:

        (a)  Promptly after having actual knowledge of the occurrence of a Senior Indebtedness Event of Default, such Secured Party (or, with respect to the Lenders, the Agent) will deliver to the Collateral Agent and to each other Secured Party written notice of such Senior Indebtedness Event of Default, clearly identified as a Default Notice as provided in Section 2.6 (a "Default Notice") identifying the nature of such Senior Indebtedness Event of Default and specifying the Transaction Document under which such Senior Indebtedness Event of Default arose; provided, however, that no Default Notice shall be required to be given (i) if such Senior Indebtedness Event of Default is waived or cured by amendment prior to the time a Default Notice is delivered, or (ii) if notice of such Senior Indebtedness Event of Default has previously been delivered to the Collateral Agent; provided further, that the failure to give such notice shall not impair any rights hereunder or under any of the Security Instruments or the other Transaction Documents;

        (b)  it will from time to time provide such information that is available to it to the Collateral Agent as may be necessary to enable the Collateral Agent to make any calculation hereunder or otherwise reasonably required and requested for any other purpose hereof;

        (c)  it will from time to time consult with the Collateral Agent and the other Secured Parties in good faith regarding the Enforcement of its rights with a view to recovering amounts due under any of the Transaction Documents; and

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        (d)  it will give the Collateral Agent and each other Secured Party prompt written notice of any Acceleration Event (unless notice of such Acceleration Event has previously been delivered to the Collateral Agent); provided, however, that the failure to give such notice shall not impair any rights hereunder or under any of the Security Instruments or the Transaction Documents. Nothing contained herein shall prevent, restrict, or limit any right under the applicable Transaction Documents for a Secured Party to accelerate or suspend or terminate all or any portion of any Secured Obligation.

        Section 3.3    Priority of Interests.    Notwithstanding any agreements or arrangements in existence prior to the date hereof or hereafter arising or the existence or priority of any Lien in any of the Collateral held by a Secured Party or any other Person on behalf of a Secured Party (other than, for avoidance of doubt, the Facility B Liens granted by the Borrower to the agent and lenders party to the Facility B Credit Agreement to secure the Borrower's obligations thereunder) on the date hereof or hereafter arising without giving effect to this Agreement, the rights and interests of such Secured Party in the Collateral, and any Lien therein, shall be subject to this Agreement and treated as among the Secured Parties as having such priority as set forth herein and shall be shared at all times among the Secured Parties in accordance herewith and the proceeds of any sale, transfer or other disposition of the Collateral for any reasons whatsoever shall be distributed in accordance with this Agreement.

        Section 3.4    Distributions.

        (a)    Sharing / Distributions.

        (I)  Each Secured Party agrees to share with the other Secured Parties all Distributions at all times and to apply all Distributions received by such Secured Party (in each case whether or not a Senior Indebtedness Event of Default shall have occurred and be continuing and whether or not any Bankruptcy Proceeding shall have commenced or be continuing) according to the priorities and in the manner provided in this Section 3.4. In furtherance of the foregoing, any and all payments and other Distributions required to be made by the Borrower in respect of the Secured Obligations shall at all times be paid by the Borrower to the Collateral Agent for distribution in accordance with paragraph (b) of this Section 3.4. Each Secured Party agrees that if it shall receive any Distributions (including payments received by setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Secured Party or to the Agent on behalf of the Lenders) other than from a distribution by the Collateral Agent pursuant to paragraph (b) of this Section 3.4, such Secured Party shall promptly (in no event later than five (5) Business Days after receipt thereof) pay the same over to the Collateral Agent in the same form as received (with such endorsements as may be necessary), and that until such Secured Party shall have made such payment it will hold such Distributions in trust for all the Secured Parties.

        (II)  Promptly following receipt of any Distributions, the Collateral Agent shall distribute to each Secured Party such Secured Party's share of the Distributions so received in accordance with paragraph (b) of this Section 3.4, provided that each Lender's share of the Distributions shall be paid to the Agent for the benefit of the Lenders. Until such Distributions are so applied, the Collateral Agent shall hold such amounts in its custody in accordance with its regular procedures for handling deposited funds.

        (III) Promptly after making any Distributions on any date under clause THIRD, or any clause beneath clause THIRD, of any of the "waterfall" provisions set forth in Section 3.4(b) below, the Collateral Agent shall give notice to each of the Secured Parties and the Borrower of all such Distributions.

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        (b)    Order of Application.

        (I)  Until the earlier to occur of (A) an Acceleration Event, and (B) payment in full of the Loan Obligations and the Noteholder Obligations required to be paid on or before December 31, 2005, all Distributions received by the Collateral Agent shall, subject to clause (IV) below, be applied promptly by the Collateral Agent in the following order as of any date of distribution:

FIRST:    to:

        (i)    payment of the Collateral Agent's Fee and any reasonable expenses incurred by the Collateral Agent in connection with enforcing the rights and remedies of the Secured Parties hereunder and under the Security Instruments and with any or all of the retaking, holding, preserving, processing, advertising, maintaining, preparing for or consummating any sale, lease or other disposition of any Collateral, including trustee's fees and commissions, court costs and reasonable attorney's fees and legal expenses pertaining thereto; and then

        (ii)  the ratable payment of, or ratable reimbursement of a Secured Party for, the reasonable unpaid fees and expenses of counsel to the Noteholders and counsel to the Agent; and then

        (iii)  the ratable payment in respect of any costs, fees, expenses or other amounts then due and payable by the Borrower to any Secured Party in respect of the Secured Obligations not provided for above or below;

SECOND:    to the ratable payment in respect of all accrued and unpaid interest then due and payable by the Borrower in respect of the Subject Obligations;

THIRD:    to the ratable payment in respect of all outstanding principal (whether or not then due and payable) in respect of the Subject Obligations (other than any principal amounts of Offshore Rate Loans (as defined in the Facility A Credit Agreement) that have been cash collateralized);

FOURTH:    to the ratable payment of all Make-Whole Amounts (whether or not then due and payable) in respect of the Noteholder Obligations; and

FIFTH:    to the Borrower or as otherwise required by applicable law.

As used in clauses FIRST and SECOND of Section 3.4(b)(I), "ratable" shall mean with respect to each Secured Party, a ratio equal to (x) the amount then due and payable to such Secured Party under such clause to (y) the aggregate amount then due and payable to all Secured Parties under such clause. As used in clauses THIRD and FOURTH of Section 3.4(b)(I), "ratable" shall mean with respect to each Secured Party, a ratio equal to (x) the total amount owing (whether or not then due and payable) to such Secured Party under such clause to (y) the total amount owing (whether or not then due and payable) to all Secured Parties under such clause.

        (II)  Upon or after the occurrence of an Acceleration Event, unless all Loan Obligations and the Noteholder Obligations required to be paid on or before December 31, 2005 have previously been paid in full, all Distributions received by the Collateral Agent shall, subject to clause (IV) below, be applied promptly by the Collateral Agent in the following order as of any date of distribution:

FIRST:    to:

        (i)    payment of the Collateral Agent's Fee and any reasonable expenses incurred by the Collateral Agent in connection with enforcing the rights and remedies of the Secured Parties hereunder and under the Security Instruments and

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with any or all of the retaking, holding, preserving, processing, advertising, maintaining, preparing for or consummating any sale, lease or other disposition of any Collateral, including trustee's fees and commissions, court costs and reasonable attorney's fees and legal expenses pertaining thereto; and then

        (ii)  the ratable payment, or ratable reimbursement of a Secured Party for, the reasonable fees and expenses of counsel to the Noteholders and counsel to the Agent; provided that, if either the Required Lenders or the Required Noteholders shall have delivered written notice to the Collateral Agent on any date electing to treat all fees and expenses in this clause (ii) as subject to the priority set forth in clause FOURTH below, then all such fees and expenses incurred from and after such date shall be payable under clause FOURTH below rather than this clause FIRST;

SECOND:    to the ratable payment in respect of all accrued and unpaid interest then due and payable by the Borrower in respect of the Subject Obligations;

THIRD:    to the ratable payment in respect of all outstanding principal (whether or not then due and payable) in respect of the Subject Obligations (other than any principal amounts of Offshore Loans (as defined in the Facility A Credit Agreement) that have been cash collateralized);

FOURTH:    to the ratable payment in respect of any costs, fees, expenses or other amounts then due and payable by the Borrower to any Secured Party in respect of the Secured Obligations not provided for above or below;

FIFTH:    to the ratable payment of all Make-Whole Amounts and any breakage costs with respect to the Facility A Loans (in each case whether or not then due and payable) in respect of the Subject Obligations; and

SIXTH:    to the Borrower or as otherwise required by applicable law.

As used in clauses FIRST, SECOND and FOURTH of Section 3.4(b)(II), "ratable" shall mean with respect to each Secured Party, a ratio equal to (x) the amount then due and payable to such Secured Party under such clause to (y) the aggregate amount then due and payable to all Secured Parties under such clause. As used in clauses THIRD and FIFTH of Section 3.4(b)(II), "ratable" shall mean with respect to each Secured Party, a ratio equal to (x) the total amount owing (whether or not then due and payable) to such Secured Party under such clause to (y) the total amount owing (whether or not then due and payable) to all Secured Parties under such clause.

        (III) If all Loan Obligations and Noteholder Obligations due and payable on December 31, 2005 have been paid in full in cash, then all Distributions received thereafter by the Collateral Agent shall, subject to clause (IV) below, be applied promptly by the Collateral Agent in the following order as of any date of distribution:

FIRST:    to:

        (i)    payment of the Collateral Agent's Fee and any reasonable expenses incurred by the Collateral Agent in connection with enforcing the rights and remedies of the Secured Parties hereunder and under the Security Instruments and with any or all of the retaking, holding, preserving, processing, advertising, maintaining, preparing for or consummating any sale, lease or other disposition of any Collateral, including trustee's fees and commissions, court costs and reasonable attorney's fees and legal expenses pertaining thereto; and then

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        (ii)  the payment, or ratable reimbursement of a Secured Party for, the reasonable fees and expenses of counsel to the Noteholders;

SECOND:    to the ratable payment in respect of all accrued and unpaid interest then due and payable by the Borrower in respect of the Noteholder Obligations;

THIRD:    to the ratable payment in respect of all outstanding principal then due and payable by the Borrower in respect of the Noteholder Obligations;

FOURTH:    to the ratable payment of any Make-Whole Amounts then due and payable by the Borrower in respect of the Noteholder Obligations;

FIFTH:    to the ratable payment of any costs, fees, expenses or other amounts then due and payable to any Secured Party by the Borrower in respect of the Secured Obligations to the extent not provided for above; and

SIXTH:    to the Borrower or as otherwise required by applicable law.

As used in any clause of Section 3.4(b)(III), "ratable" shall mean with respect to each Secured Party, a ratio equal to (x) the amount then due and payable to such Secured Party under such clause to (y) the aggregate amount then due and payable to all Secured Parties under such clause.

        (IV) Notwithstanding anything in this Agreement to the contrary:

        (a)  any Distribution with respect to the proceeds of the sale of the Inland Tree Farm South delivered to the Collateral Agent for distribution to the Secured Parties on the date of this Agreement shall be distributed as set forth on Schedule C hereto;

        (b)  the Deferred Inland Payment and any additional Distributions from proceeds of the sale of the Inland Tree Farm South or Inland Tree Farm North delivered to the Collateral Agent after the date of this Agreement (including without limitation any amounts previously "held back" from the proceeds of such sales) shall be allocated 50% to payment of outstanding principal (whether or not then due and payable) of the Notes and 50% to payment of outstanding principal (whether or not then due and payable) of the Facility A Loans;

        (c)  with respect solely to the payment hereunder on December 31, 2005 of principal of the Facility A Loans and of the Notes due December 31, 2005, if the Borrower has transferred to the Collateral Agent prior to 12:00 noon (New York time) on December 31, 2005, all amounts due and payable on December 31, 2005 in respect of the Loan Obligations, the Noteholder Obligations, and all other Secured Obligations, for purposes of clause THIRD of Section 3.4(b)(I), the outstanding principal amount of the Retained Notes (other than the principal thereof due on December 31, 2005) shall not be included in such payment or in the calculation of "ratable" thereunder for such payment;

        (d)  the Collateral Agent shall not be obligated to make a payment pursuant to this Section 3.4(b) until it shall have received a threshold amount of at least $100,000 of Distributions that are to be distributed at such time pursuant to this Section 3.4, unless such lesser amount would be the final amount to be paid to satisfy the Subject Obligations or the Collateral Agent's failure to make such payment would result in a Senior Indebtedness Event of Default; and

        (e)  any amounts withheld, pursuant to Section 2.8 or Section 3.4(c), by the Collateral Agent from a Distribution to be otherwise made to a Non-Indemnifying Secured Party or Non-Returning Secured Party shall be deemed to have been paid to

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such Non-Indemnifying Secured Party or Non-Returning Secured Party for purposes of determining each Secured Party's ratable share of any Distribution hereunder.

        (c)    Returned Amounts.    If at any time the Collateral Agent, the Agent or any Secured Party shall be required to restore or return, or if such party (with the consent of the Required Secured Parties) restores or returns in good faith settlement of pending or threatened avoidance claims, to the Borrower or any other Person other than to another Secured Party any Distributions or any portion thereof, whether by reason of the insolvency, reorganization or other similar event in respect of the Borrower or such Person or otherwise (a "Returned Amount"), then, (i) the Collateral Agent shall promptly give notice of the Returned Amount to each Secured Party, and (ii) each of the Secured Parties shall promptly transfer to the Collateral Agent (for reimbursement to the Collateral Agent or such Secured Party, as the case may be) such amounts as are necessary such that each Secured Party shall have received and retained the amount it would have received under Section 3.4(b) had the Returned Amount not previously been distributed (its "Returned Amount Share"). If any Secured Party (a "Non-Returning Secured Party") fails to tender payment of its Returned Amount Share, then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Returning Secured Party an amount equal to its Returned Amount Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Returned Amount Share. The Collateral Agent shall also have the right to collect from such Non-Returning Secured Party, and/or withhold from any Distributions to otherwise be made to such Non-Returning Secured Party, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Returning Secured Party's Returned Amount Share, plus interest on any unpaid portion of such Returned Amount Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Returned Amount Share. The agreements in this Section 3.4(c) shall survive the payment of the Outstanding Senior Indebtedness and the termination of the Security Instruments the other Transaction Documents and this Agreement.

        Section 3.5    Waivers of Rights.    Except as otherwise expressly set forth herein, until the occurrence of the Security Termination Date, each Secured Party hereby waives any and all rights each may individually (i.e., other than through the Collateral Agent) now or hereafter have to exercise any Enforcement action. Each Secured Party hereby agrees not to take any action whatsoever to enforce any term or provision of the Security Instruments or to enforce any right with respect to the Collateral in conflict with the provisions of this Agreement or the terms and provisions of the Security Instruments. Nothing set forth above or otherwise contained in this Agreement shall be interpreted as a waiver of any rights of setoff (by contract, law or otherwise) of any Secured Party (except that any setoff with respect to amounts owing in respect of any Secured Obligation shall be subject to the sharing provisions set forth herein).

        Section 3.6    Additional Collateral.    Each Secured Party hereby covenants and agrees that such Secured Party will not take, accept or obtain, as security for such Secured Party's Secured Obligations, any Lien (an "Additional Lien") upon any assets of any of the Borrower or any Subsidiary or Affiliate thereof (other than assets which, if obtained by the Secured Party, would constitute Collateral to secure the payment and performance of the Secured Obligations) unless the Collateral Agent on behalf of all Secured Parties is granted a priority Lien upon such assets and such assets become Collateral subject to this Agreement, in either case, pursuant to documents in form and substance satisfactory to all of the Secured Parties; provided, however, for avoidance of doubt, that nothing herein shall prevent the lenders and agent party to the Facility B Credit Agreement from obtaining and/or retaining Facility B Liens to secure the Borrower's obligations under and in connection with the Facility B Credit Agreement.

        Section 3.7    Pari Passu Nature of Obligations.    Each Secured Party acknowledges and agrees that the portions of each of the Secured Obligations share the benefit and Lien priority of and to the

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Security Instruments, the Collateral and the Collateral Proceeds and the Distributions on the basis specified in Section 3.4(b).

        Section 3.8    Payments to Secured Parties.    All payments to be made by the Collateral Agent to the Noteholders pursuant to the terms and provisions of this Agreement shall be made by electronic funds transfer of immediately available funds to the bank account for such Noteholder as described in Schedule A hereto or to such other bank account as any such Noteholder shall instruct the Collateral Agent in writing and all payments to be made by the Collateral Agent to the Lenders pursuant to the terms and provisions of this Agreement shall be made by electronic funds transfer of immediately available funds to the bank account for such Lender as described in Schedule B hereto or to such other bank account as any such Lender shall instruct the Collateral Agent in writing.

Section 4    REPRESENTATIONS AND WARRANTIES

        Section 4.1    Representation of the Noteholders.    Each Noteholder represents (solely as to itself) that it owns the Notes listed opposite its name on Schedule A hereto.

        Section 4.2    Representation of the Agent.    The Agent, for and on behalf of the Lenders, represents that Lenders holding 100% of the outstanding Existing Facility A Loans on the date of this Agreement have executed this Agreement.

Section 5    AGREEMENTS AMONG THE SECURED PARTIES

        Section 5.1    Independent Actions by Secured Parties.

        (a)  Any Secured Party may, without instruction from the Collateral Agent, but in no event shall be required to, take action permitted by applicable law or in accordance with the terms of the Transaction Documents to preserve (but not enforce) its rights and Liens in any item of Collateral securing the payment and performance of the Secured Obligations, including but not limited to curing any default or alleged default under any contract entered into by the Borrower, paying any tax, fee or expense on behalf of the Borrower, exercising any offset or recoupment rights and paying insurance premiums on behalf of the Borrower so long as such action shall not impair the rights of the Collateral Agent or of any other Secured Party or otherwise be contrary to the terms of this Agreement or any Transaction Document.

        (b)  Nothing contained in this Agreement shall prohibit any Secured Party from accelerating the maturity of, or demanding payment from the Borrower on, any Subject Obligation of the Borrower to such Secured Party or from instituting legal action against the Borrower to obtain a judgment or other legal process in respect of such Subject Obligation, but any funds received from the Borrower in connection with any recovery therefrom shall constitute Distributions and shall be subject to the terms of this Agreement.

        Section 5.2    Relation of Secured Parties.    This Agreement is entered into solely for the purposes set forth herein, and no Secured Party assumes any responsibility to any other party hereto to advise such other party of information known to such other party regarding the financial condition of the Borrower or of any other circumstances bearing upon the risk of nonpayment of the Subject Obligations. Each Secured Party specifically acknowledges and agrees that nothing contained in this Agreement is or is intended to be for the benefit of any Person that is not a party hereto and nothing contained herein shall limit any of the obligations of the Borrower to the Secured Parties.

Section 6    AGREEMENTS RELATING TO THE BORROWER

        Section 6.1    Delivery of Payments.    All Distributions (including without limitation all payments required to be made by the Borrower to any Secured Party under any Transaction Document) shall be delivered by the Borrower or the Partnership, as the case may be, to the Collateral Agent for distribution to the Secured Parties pursuant to the terms and conditions set forth herein.

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        Section 6.2    Reimbursement / Indemnification

        (a)  The Borrower agrees to pay to the Collateral Agent, from time to time upon demand, all reasonable fees, costs and expenses of the Collateral Agent and each of the other Secured Parties (including the reasonable fees and charges of counsel to any thereof) (i) arising in connection with the administration or enforcement of any of the provisions of this Agreement or the Security Instruments, (ii) incurred or required to be advanced in connection with the administration of the Collateral, the sale or other disposition of the Collateral pursuant to any Security Instruments and the preservation, protection or defense of the Collateral Agent's rights under this Agreement and the Security Instruments, or (iii) incurred by the Collateral Agent in connection with the resignation of the Collateral Agent pursuant to Section 2.9.

        (b)  The Borrower agrees to indemnify each Agent Party in its capacity as such from and against any Indemnified Liabilities; provided that, the Borrower shall not be liable for the payment of any portion of such Indemnified Liabilities resulting solely from an Agent Party's gross negligence or willful misconduct.

        Section 6.3    Collateral Agent's Fee.    The Borrower agrees to pay, on the date hereof and each anniversary thereafter until the Security Termination Date, the Collateral Agent's Fee.

        Section 6.4    Release of Liens.    Provided that no Senior Indebtedness Event of Default has occurred and is continuing, the Collateral Agent shall release its liens on the Collateral (but not its liens on proceeds thereof to the extent required hereunder or under any Transaction Document to be applied to the Secured Obligations) in connection with (i) any Permitted Dispositions and (ii) the sale or transfer of Collateral otherwise permitted under and in compliance with the Facility A Credit Agreement and Note Purchase Agreements, in each case provided the Borrower shall have given each of the Noteholders and the Lenders five (5) Business Days prior written notice of its request to the Collateral Agent to release such liens (which notice shall specify in reasonable detail the Borrower's compliance with each requirement hereunder and in any Transaction Document for such lien release). In connection with any such requested release of liens in connection with any sale, transfer or other disposition of Collateral, the Borrower shall deliver to the Collateral Agent a certificate of a Responsible Officer certifying that such sale, transfer or other disposition complies with the terms of this Agreement and the other Transaction Documents, including reasonable detail of such compliance.

        Section 6.5    Partial Disposition.    If at any time the Borrower desires to sell, transfer or otherwise dispose of any portion of any property listed on Schedule D, as opposed to the entire property, the Borrower shall, at least sixty (60) days prior to such sale, transfer or other disposition, deliver written notice to the Collateral Agent and the Forestry Consultant requesting that the Forestry Consultant appraise, as of a date not more than thirty (30) days prior to such sale, transfer or disposition, (i) the portion of such property to be sold, transferred or otherwise disposed of, (ii) the remaining portion of such property, and (iii) all other properties listed on Schedule D that have not, prior to such date, been sold, transferred or otherwise disposed of (the appraisal of all of the properties and portions thereof referred to in clauses (i) through (iii), a "Subsequent Total Appraisal").

        Section 6.6    No Waiver of Default.    The Borrower acknowledges and agrees that if any payment default exists in respect of the Noteholder Obligations or the Loan Obligations after the making of any Distribution hereunder, nothing set forth herein shall constitute a waiver of such payment default.

Section 7    MISCELLANEOUS

        Section 7.1    Entire Agreement.    This Agreement represents the entire agreement among the Secured Parties and, except as otherwise provided, this Agreement may not be altered, amended or modified except in a writing executed in accordance with Section 7.4.

        Section 7.2    Notices.    Notices hereunder shall be given to each of the Noteholders at their respective addresses set forth on the attached Schedule A and to the Agent and each of the Lenders at

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their addresses as set forth on the attached Schedule B, or at such other address as may be designated by any Secured Party in a written notice to the other parties hereto. Any notices to be provided to the Borrower or the Partnership shall be made to the following address:

Crown Pacific Limited Partnership or Crown Pacific Partners, L.P.
c/o Crown Pacific Management Limited Partnership
Bank of America Financial Center
Suite 1500
121 S.W. Morrison Street
Portland, Oregon 97204
Attention: Roger L. Krage, Esq.
Telephone: (503) 274-2300
Facsimile: (503) 228-4875

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Any notices to the Collateral Agent shall be made to the following address (or such other address designated in writing to the Secured Parties, the Borrower and the Partnership):

Bank of America, N.A.
555 South Flower Street, 11^th Floor
CA9-706-11-21
Los Angeles, CA 90071-2385
Attention: Duncan McDuffie
Telephone: (213) 228-2609
Facsimile: (213) 228-6003

with a copy to:

Moore & Van Allen PLLC
100 North Tryon Street, 47^th Floor
Charlotte, NC 28205
Attention: David Eades, Esq.
Telephone: (704) 331-1000
Facsimile: (704) 331-1159

        Section 7.3    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of each of the Secured Parties and their respective successors and assigns, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by any future holder or holders of any Subject Obligations, and the term "Secured Party" shall include any such subsequent holder of Subject Obligations, wherever the context permits.

        Section 7.4    Consents, Amendment, Waivers.

        (a)  All amendments, waivers or consents of any provision of this Agreement shall be effective only if the same shall be in writing and signed by the Required Secured Parties; provided that any amendment, modification, supplement or waiver of Sections 2.8, 3.4, 3.6, 3.7 or 7.4 or the definitions of Distribution, Loan Obligations, Noteholder Obligations, Required Lenders, Required Secured Parties, Required Noteholders, Secured Obligations, Secured Party or Subject Obligations shall require the unanimous written consent of all the Secured Parties. Any amendments, waivers or consents of any provision of this Agreement affecting the rights or obligations of the Collateral Agent shall also require the prior written consent of the Collateral Agent.

        (b)  All amendments or waivers of any provision of or consent pursuant to or under any Security Instrument shall be effective only if the same shall be in writing and signed by the Collateral Agent and the Required Secured Parties. Notwithstanding the foregoing, the release of all or substantially all of the Collateral (except in connection with Permitted Dispositions) shall require the written consent of each of the Secured Parties.

        (c)  Each Secured Party hereby agrees and covenants with each other Secured Party that it will not amend or modify any term or provision of any Transaction Document without the prior written consent of the Required Secured Parties; provided, however, that nothing in this Section 7.4 shall, or shall be deemed to, affect the voting requirements set forth in each such agreement for such amendments and modifications.

        Section 7.5    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

        Section 7.6    Counterparts.    This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one Agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.

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        Section 7.7    Sale of Interest.    No Secured Party will sell, transfer or otherwise dispose of any interest in the Subject Obligations unless such purchaser or transferee shall agree, in writing, to be bound by the terms of this Agreement.

        Section 7.8    Severability; Repurchase in the Event of Avoidance Actions.

        (a)  If for any reason, the allocation of Distributions among the Lenders or the Noteholders in accordance with Section 3.4(b) of this Agreement is finally determined by a court of competent jurisdiction to be unenforceable in whole or in part, then the Lenders and Noteholders will purchase and exchange such participations in the Facility A Loans, and Notes as may be required so that each Lender and Noteholder, after giving effect to all such purchases and exchanges, shall have received and retained cash payments in respect of the amounts distributable under Section 3.4(b) equal to the amount such Lender or Noteholder would have received if the amounts had been applied in accordance with such Section 3.4(b); provided, however, if in connection with a Bankruptcy Case of the Borrower any portion of the Subject Obligations or the Borrower's obligations under the Security Instruments referred to in clauses SECOND, THIRD, FOURTH or FIFTH of Section 3.4(b)(II) or Section 3.4(b)(III) is determined to be unenforceable or is disallowed (such portion to be hereinafter referred to as a "Disallowed Obligation"), then this Section 7.8(a) shall not be applied or construed in such manner to enable the holder of any such Disallowed Obligation to receive any Distribution on account of such Disallowed Obligation. It is the intent of this Section 7.8(a) to establish an alternative mechanism to preserve as among the parties hereto the distribution priorities and the sharing calculation formulas set forth in Section 3.4(b) the same as if this Agreement had been given effect among the parties hereto and the same as if the Secured Obligations were allowed or enforced against the Borrower in accordance with their terms. It is not, however, the intent of this Section 7.8(a) to enable any party hereto to receive or retain any Distribution with respect to any Disallowed Obligation to the extent such Disallowed Obligation has been disallowed or is otherwise determined to be unenforceable as against the Borrower.

        (b)  If in connection with a Bankruptcy Case of the Borrower (i) the fees and expenses of the Collateral Agent referred to in clause FIRST of Section 3.4(b)(II) or Section 3.4(b)(III) are determined to be unenforceable or are disallowed, in whole or in part, each Secured Party agrees to pay its Indemnity Share of such fees and expenses, (ii) the fees and expenses of counsel to the Noteholders referred to in clause FIRST of Section 3.4(b)(II) or Section 3.4(b)(III) are determined to be unenforceable or are disallowed, in whole or in part, then each of the Noteholders agrees to pay its ratable share (based on the amount of Noteholder Obligations of such Noteholder to the aggregate amount of all Noteholder Obligations) of such fees and expenses, and (iii) the fees and expenses of counsel to the Agent referred to in clause FIRST of Section 3.4(b)(II) are determined to be unenforceable or are disallowed, in whole or in part, then each of the Lenders agrees to pay its ratable share (based on the amount of Loan Obligations of such Lender to the aggregate amount of all Loan Obligations) of such fees and expenses.

        (c)  Except to the extent contemplated by clauses (a) and (b) hereof, in case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

        Section 7.9    Terms of Agreement.    This Agreement shall terminate on the Security Termination Date.

[Signatures on following pages]

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Schedule A—

List of Noteholders, Outstanding Notes and Wiring Instructions

[see attached]

Schedule B

List of Lenders, Notice Addresses, Wiring Instructions

Lender / Notice Address	Wiring Instructions
ABN AMRO Bank N.V. 55 E. 52 St., 32 floor New York, NY 10022 Attn: William J. Fitzgerald Fax: 212-409-6815	[all separately provided to Agent]
BNP Paribas 180 Montgomery Street, 4th Floor San Francisco, CA 94104 Attn: Susan Bowes Fax: 415-398-4240
Bank Hapoalim 1177 Avenue of the Americas, 12th Floor New York, NY 10036 Gabriel Lubiner Fax: 212-782-2187
Bank of America, N.A. CA9-706-11-21 555 S. Flower St., 11th fl Los Angeles, CA 90071 Duncan McDuffie Fax: 213-228-6003
Bank of Montreal BMO Nesbitt Burns 1 First Canadian Place, 100 King Street W Toronto, Ontario M5X 1A1 Attn: Zoltan Szoldatits Fax: 416-867-5785

KeyBank National Association
WA-31-01-0475
1101 Pacific Avenue - 4th fl
Tacoma, WA 98402
Attn: James Duncan
Fax: 253-305-7933

Sumitomo Mitsui Banking Corporation
1201 Third Avenue, #5320
Seattle, WA 98101
Attn: Bob Granfelt / Gary Perkins
Fax: 206 623 8551

SunTrust Bank.
303 Peachtree St, 3rd Floor
Atlanta, GA 30308
Attn: Steve Newby
Fax: 404-827-6270

Union Bank of California N.A.
445 South Figueroa Street, 18th Floor
Los Angeles, CA 90071
Attn: Jack Jazmadarian
Fax: 213-236-6239

Wachovia Bank, National Association
CareOfCompany: Wachovia Securities, Inc.
301 S. College St (DC-5)
One First Union Center,
Charlotte, NC 28285-0737
Attn: Andy Phelps
Fax: 704-374-4793

Wells Fargo Bank, N.A.
MAC P6101-142
1300 SW 5th Ave.
Portland, OR 97201
Attn: Michael Chacon
Fax: 503-886-4785

Schedule C

Distribution of Inland Tree Farm South proceeds on closing date

[see attached]

Schedule D

List of properties available for Permitted Dispositions

        The properties commonly referred to as the Hamilton Tree Farm, the Olympic Tree Farm and the Oregon Tree Farm.

Schedule E

Form of Joinder Agreement

        Reference is made to that (i) certain Intercreditor Agreement, dated as of April    , 2002, among Crown Pacific Limited Partnership, a Delaware limited partnership (the "Borrower"), Crown Pacific Partners, L.P., a Delaware limited partnership (the "Partnership"), Bank of America, N.A., as Collateral Agent, and the Secured Parties party thereto (as amended and otherwise modified from time to time, the "Intercreditor Agreement"), and (ii) [specify title of credit agreement evidencing the Permitted Refinancing] (the "Refinancing Credit Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Intercreditor Agreement.

        By its signature below, the undersigned financial institution represents, acknowledges and agrees that:

        (i)    it is a Replacement Lender under the Intercreditor Agreement and the Refinancing Credit Agreement and has provided all or a portion of a Permitted Refinancing under the Intercreditor Agreement and the Refinancing Credit Agreement;

        (ii)  its loans pursuant to the Refinancing Credit Agreement constitute Facility A Loans under the Intercreditor Agreement and the obligations of the Borrower to it under the Refinancing Credit Agreement constitute Loan Obligations under the Intercreditor Agreement;

        (iii)  upon its execution of this Joinder Agreement and the written acknowledgement of the Collateral Agent below, it shall be deemed to be a party to the Intercreditor Agreement as if it had executed the Intercreditor Agreement and shall have all the rights and obligations of a Secured Party and of a Replacement Lender, as the case may be, under the Intercreditor Agreement; and

        (iv)  it authorizes the Collateral Agent to take such action on its behalf and exercise such powers and discretion under the Intercreditor Agreement and the Security Instruments as are delegated to the Collateral Agent by the terms thereof, together with such powers as are incidental thereto.

        This Joinder Agreement may be executed by facsimile signatures with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joinder Agreement shall be governed by and construed in accordance with the laws of the state of New York.

        IN WITNESS WHEREOF, the undersigned Replacement Lender has caused this Joinder Agreement to be executed as of the date first above written by its duly authorized officer.

	REPLACEMENT LENDER
	[                                    ]
	By:
	Name:
	Title:
Acknowledged and agreed:
COLLATERAL AGENT
[                                    ]
By:
Name:
Title:

QuickLinks

EXHIBIT 10.6

INTERCREDITOR AGREEMENT
RECITALS
Schedule A List of Noteholders, Outstanding Notes and Wiring Instructions
Schedule B List of Lenders, Notice Addresses, Wiring Instructions
Schedule C Distribution of Inland Tree Farm South proceeds on closing date
Schedule D List of properties available for Permitted Dispositions
Schedule E Form of Joinder Agreement