FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
CROWN PACIFIC PARTNERS, L.P.
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Crown Pacific Partners, L.P. (the "Amendment") is entered
into effective as of April 1, 1997 by and among Crown Pacific Management Limited
Partnership, a Delaware limited partnership, as the Managing General Partner,
Crown Pacific, Ltd., an Oregon corporation, as the Special General Partner, the
Limited Partners and the Special Limited Partners. Unless the otherwise defined
herein, all capitalized terms used herein shall have the meaning given to them
in the Second Amended and Restated Agreement of Limited Partnership of Crown
Pacific Partners, L.P. dated August 6, 1996 (the "Agreement").
PREAMBLE
Pursuant to the Agreement, the Partnership may not issue during the
Subordination Period more than 9,000,000 Common Units without the prior consent
of the holders of two-thirds of the outstanding Common Units. In August, 1996,
the Partnership issued 8,970,750 Common Units, and thus the Partnership may only
issue an additional 29,250 Common Units without the prior approval of the
holders of two-third of the Common Units. The General Partners and the holders
of two-thirds of the Common Units have approved the amendment of the Agreement
to permit the issuance, during the Subordination Period, of up to 20,000,000
Common Units in addition to the 9,000,000 Common Units already authorized.
Accordingly, the Agreement shall be amended as follows:
AMENDMENT
1. AMENDMENT OF SUBSECTION 4.3(c)(i). The first sentence of Subsection
4.3(c)(i) is hereby deleted in its entirety and amended to read as follows:
(i) After the Public Offering and during the Subordination
Period, the Partnership shall not issue an aggregate of more than
29,000,000 additional Common Units (excluding Common Units issued upon
conversion of Subordinated Units pursuant to Section 5.7(b)) or an
equivalent number of other Partnership Securities having rights to
distributions and allocations or in liquidation ranking on a parity
with the Common Units, in either case without the prior approval of
two-thirds of the Outstanding Common Units (excluding Common Units
held by the General Partners and their Affiliates);
2. NO OTHER AMENDMENT. Except as amended hereby, the Agreement shall be
and remain in full force and effect.
3. GOVERNING LAW. This Amendment and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware, and
all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the date first written above.
MANAGING GENERAL PARTNER
CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, President
HS Corp. of Oregon,
a general partner
By: /s/ Xxxxxx Xxxxxxx XX
---------------------------------
Xxxxxx Xxxxxxx XX, President,
Fremont Timber, Inc.,
a general partner
SPECIAL GENERAL PARTNER:
CROWN PACIFIC, LTD.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, President
LIMITED PARTNERS:
All Limited Partners admitted as
limited partners of the Partnership as
of the Effective Date, pursuant to the
Powers of Attorney executed in favor of,
and granted and delivered to, the
Managing General Partner
BY: CROWN PACIFIC MANAGMENT LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx, President,
HS Corp. of Oregon,
a general partner
By: /s/ Xxxxxx Xxxxxxx XX
----------------------------
Xxxxxx Xxxxxxx XX, President
Fremont Timber, Inc.,
a general partner
