EXHIBIT 3.4
AMENDMENT TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
CROWN PACIFIC LIMITED PARTNERSHIP
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP (the "AMENDMENT") is made and entered into as of January 2, 1998, by
and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited
partnership, as General Partner (the "GENERAL PARTNER"), and CROWN PACIFIC
PARTNERS, L.P., a Delaware limited partnership, as Limited Partner (the "LIMITED
PARTNER").
RECITALS:
The General Partner and the Limited Partner are parties to that certain
Amended and Restated Agreement of Limited Partnership of Crown Pacific Limited
Partnership dated as of December 22, 1994 (the "PARTNERSHIP AGREEMENT"). The
General Partner and the Limited Partner wish to amend the Partnership Agreement
on the terms and conditions set forth in this Amendment.
AGREEMENTS:
In consideration of the foregoing and the mutual covenants of the
parties set forth herein, the parties, intending to be legally bound, agree as
follows:
1. The following defined terms set forth in Article I of the Partnership
Agreement are hereby deleted and replaced in their entirety with the following:
"LIMITED PARTNER" means the MLP and, upon its admission to the
Partnership pursuant to Section 11.3, CP Acquisition; PROVIDED that CP
Acquisition shall have no voting or other rights except as provided in Section
7.4.
"PARTNERS" means the General Partner and the Limited Partners.
"PERCENTAGE INTEREST" means (a) prior to the admission of CP
Acquisition to the Partnership pursuant to Section 11.3, (i) as to the General
Partner (in its capacity as General Partner and without reference to any limited
partner interests held by it), 1.0101%, and (ii) as to the MLP, 98.9899%; and
(b) from and after the admission of CP Acquisition to the Partnership pursuant
to Section 11.3, (i) as to the General Partner (in its capacity as General
Partner and without reference to any limited partner interests held by it),
1.0101%, (ii) as to the MLP, 98.1219%, and (iii) as to CP Acquisition, 0.868%.
2. The following definition is hereby added to Article I of the
Partnership Agreement:
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"CP ACQUISITION" means CP Acquisition Co., an Oregon corporation.
3. Section 11.3 is hereby added to Article XI of the Partnership
Agreement, reading as follows:
11.3 Without the need for any additional action by any Partner,
the Partnership shall issue a Partnership Interest to CP Acquisition
and CP Acquisition shall be admitted to the Partnership as a Limited
Partner simultaneously with the contribution by CP Acquisition to the
Partnership of substantially all of its assets, including the assets
acquired by CP Acquisition by merger with Alliance Wholesale Lumber,
Inc., but excluding any promissory note of CP Air, Inc., held by CP
Acquisition.
4. Except as expressly provided herein, the Partnership Agreement shall
remain unamended and in full force and effect. All references in the
Partnership Agreement to "this Agreement" shall be deemed to refer to the
Partnership Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date first written above.
CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited partnership
By:
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Xxxxx X. Xxxxx, Secretary
CROWN PACIFIC PARTNERS, L.P.,
a Delaware limited partnership
By: Crown Pacific Management Limited
Partnership, its General Partner
By:
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Xxxxx X. Xxxxx, Secretary
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