EACH OF THE NOTEHOLDERS WHICH ARE SIGNATORIES HEREOF Re: $91,000,000 Senior Notes, Series A, B,C and D Due 2006-2013 TABLE OF CONTENTSNote Purchase Agreement • May 14th, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
AGREEMENTCredit Agreement • May 13th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
AGREEMENTCredit Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
DRAFT: 11/30/98 [2,250,000] COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS CROWN PACIFIC PARTNERS, L.P. UNDERWRITING AGREEMENT PaineWebber Incorporated December __, 1998 Salomon Smith Barney Inc. c/o PaineWebber Incorporated 1285 Avenue of the...Underwriting Agreement • December 2nd, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
LEASE AGREEMENTLease Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • Washington
LEASE AGREEMENTLease Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • Idaho
PREAMBLELimited Partnership Agreement • May 13th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • Delaware
EXHIBIT 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT (PETER W. STOTT)Employment Agreement • November 16th, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general
EXHIBIT 2.3 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT is made and entered into as of November 10, 1997 (the "EFFECTIVE DATE"), by and among CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership ("CROWN PARTNERS"), CP...Stock Acquisition Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • Arizona
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT"), dated as of October 10, 1997, is entered into among Crown Pacific Limited Partnership, a Delaware limited...Credit Agreement • November 12th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
AMENDMENT TO EMPLOYMENT AGREEMENT (ROGER L. KRAGE)Employment Agreement • November 16th, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general
EXHIBIT 10.14 AFTER RECORDING MAIL TO: Cindy Wenig, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 GROUND LEASE AGREEMENT Dated as of December 19, 1997Ground Lease Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general
EXHIBIT 3.4 AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROWN PACIFIC LIMITED PARTNERSHIPAmendment to Amended and Restated Agreement of Limited Partnership • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general
Prepared by MERRILL CORPORATION www.edgaradvantage.com Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Sandy Fulton) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by...Employment Agreement • November 15th, 1999 • Crown Pacific Partners L P • Sawmills & planting mills, general • Oregon
EXHIBIT 10.7 THIRD AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT (this "AMENDMENT"), dated as of December 23, 1997, is entered into among Crown Pacific Limited...Facility B Credit Agreement • March 31st, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
AGREEMENT In consideration of the mutual promises and covenants contained herein, the parties agree as follows:Timber Purchase Agreement • October 28th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • Washington
Asset Purchase Agreement (alliance)Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Arizona
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2004 (the “Effective Date”) by and among CROWN PACIFIC PARTNERS L.P., a Delaware limited partnership (“CPPLP”), CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (collectively with CPPLP, the “Seller”), Debtors-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJA (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and ALC ACQUISITION LLC, an Arizona limited liability company (the “Buyer”).
BetweenFacility Lease • December 2nd, 1998 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
RE: $91,000,000 SENIOR NOTES, SERIES A, B, C AND D Due 2006 - 2013 This Volume contains the confirmed Note Purchase Agreement and Exhibits A-1 through HNote Purchase Agreement • November 13th, 1996 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
POST-PETITION FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Lender) And Crown Pacific Limited Partnership, a Debtor and a Debtor-in- Possession (as Borrower) Dated: June 29, 2003Post-Petition Financing Agreement • August 14th, 2003 • Crown Pacific Partners L P • Sawmills & planting mills, general
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, with offices located at 300 South Grand Avenue, Third Floor, Los Angeles, California 90071 (hereinafter “CIT”), is pleased to confirm the terms and conditions under which CIT shall make post-petition revolving loans and other financial accommodations to CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership and a debtor and debtor-in-possession in the Bankruptcy Case (as identified herein), with a principal place of business at 805 S.W. Broadway, Suite 1500, Portland Oregon 97205 (herein the “Company”).
EXHIBIT 2.1 TIMBERLANDS PURCHASE AGREEMENTTimberlands Purchase Agreement • October 28th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • Washington
THIRD AMENDMENT (FACILITY A)Credit Agreement • April 29th, 2002 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2002 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
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.
QuickLinks -- Click here to rapidly navigate through this documentFacility B Credit Agreement • May 15th, 2001 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
THIS FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT ("First Amendment"), dated as of April 20, 2001, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as letter of credit issuing bank and agent for itself and the Banks (the "Agent"), and those financial institutions parties to the Credit Agreement (collectively, the "Banks") signatory hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Steven E. Dietrich)Employment Agreement • March 31st, 2003 • Crown Pacific Partners L P • Sawmills & planting mills, general • Oregon
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this December 31, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and Steven E. Dietrich (“Executive”).
THIRD AMENDMENT (FACILITY B)Credit Agreement • April 29th, 2002 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
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.
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 29th, 2002 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
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
SECOND AMENDMENTFacility B Credit Agreement • November 14th, 2001 • Crown Pacific Partners L P • Sawmills & planting mills, general • California
THIS SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT ("Second Amendment"), dated as of November 7, 2001, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as letter of credit issuing bank and agent for itself and the Banks (the "Agent"), and those financial institutions parties to the Agreement (collectively, the "Banks") signatory hereto.
Asset Purchase Agreement (Mills)Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Washington
This ASSET PURCHASE AGREEMENT (MILLS) is made and entered into as of July 9, 2004 (the “Effective Date”) by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”); and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).
Purchase Agreement (KNRC/Equipment Leases)Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Oregon
This PURCHASE AGREEMENT is made and entered into as of July 9, 2004 (the “Effective Date”) by and between CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of August, 2004 by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership, CROWN PACIFIC PARTNERS L.P., a Delaware limited partnership (“Seller”), and ALC ACQUISITION LLC, an Arizona limited liability company (“Buyer”). (All capitalized terms used but not defined herein shall have the same definitions for such terms as set forth in the APA referred to below.)
Amendment No. 2 to Asset Purchase Agreement (Mills)Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (MILLS) (the “Amendment”) is made and entered into as of August 23, 2004, by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH in the United States Bankruptcy Court for the District of Arizona filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code, and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).
AGREEMENT:Agreement for the Sale and Purchase of Business Assets • May 13th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general • Oregon
EXHIBIT 10.1 PURCHASE PRICE NOTE (90 DAY)Purchase Price Note • October 28th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general
PURCHASE PRICE NOTE (455 Day)Purchase Price Note • October 28th, 1997 • Crown Pacific Partners L P • Sawmills & planting mills, general
