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EXHIBIT 10.1
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Dated as of January 15, 1998
Among
CROWN PACIFIC LIMITED PARTNERSHIP
And
EACH OF THE NOTEHOLDERS
WHICH ARE SIGNATORIES HEREOF
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Re: $25,000,000 9.60% Senior Notes
Due December 1, 2009
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TABLE OF CONTENTS
SECTION HEADING Page
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Parties..................................................................... 1
Recitals.................................................................... 1
SECTION 1. AMENDMENTS TO ORIGINAL NOTE PURCHASE AGREEMENT ............. 1
Section 1.1. Amendments to Section 8.1 ............................... 1
Section 1.2. Addition to Section 8.1 ................................. 3
SECTION 2. MISCELLANEOUS .............................................. 3
Section 2.1. Effectiveness of Amendment .............................. 3
Section 2.2. Governing Law ........................................... 3
Section 2.3. Counterparts ............................................ 3
Section 2.4. Captions ................................................ 3
Section 2.5. References to Original Note Purchase Agreement .......... 3
Section 2.6. Expenses ................................................ 3
Section 2.7. Ratification ............................................ 4
Signature Page ............................................................. 0
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XXXXXXXXX XX. 0 TO NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT, dated as of January 15,
1998 (this "AMENDMENT"), entered into among CROWN PACIFIC LIMITED
PARTNERSHIP, a Delaware limited partnership (the "COMPANY"), and EACH OF THE
NOTEHOLDERS WHICH ARE SIGNATORIES HEREOF (the "NOTEHOLDERS");
WITNESSETH:
WHEREAS, pursuant to the Note Purchase Agreement, dated as of March 15,
1995, (said Note Purchase Agreement as amended by Amendment No. 1 thereto
dated as of August 1, 1996, being herein called the "ORIGINAL NOTE PURCHASE
AGREEMENT"), between the Company and each of the Purchasers named therein,
the Company has heretofore issued $25,000,000 aggregate principal amount of
its 9.60% Senior Notes due December 1, 2009 (the "NOTES"); and
WHEREAS, terms not otherwise defined herein shall have the respective
meanings specified in the Original Note Purchase Agreement, as amended by
this Amendment; and
WHEREAS, the Company and the Noteholders desire to amend certain of the
provisions contained in the Original Note Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, the Company and the Noteholders hereby agree as
follows:
SECTION 1. AMENDMENTS TO ORIGINAL NOTE PURCHASE AGREEMENT.
The Original Note Purchase Agreement is hereby amended as follows:
SECTION 1.1. AMENDMENTS TO SECTION 8.1.
(a) Subclause (ii) of clause (b) of the definition of "AVAILABLE CASH"
contained in Section 8.1 of the Original Note Purchase Agreement is hereby
amended by (Y) deleting the phrase the "1994 NOTES AND THE 1996 NOTES" or the
phrase "1994 NOTES AND 1996 NOTES" wherever either such phrase occurs in such
clause (ii) and substituting in lieu thereof the phrase "1994 NOTES, THE 1996
NOTES AND THE 1997 NOTES" and (Z) deleting the phrase "1994 NOTES AND/OR THE
1996 NOTES" where such phrase occurs in such clause (ii) and substituting in
lieu thereof the phrase "1994 NOTES, THE 1996 NOTES AND/OR THE 1997 NOTES".
(b) The definition of "CONSOLIDATED CASH FLOW" contained in Section 8.1
of the Original Note Purchase Agreement is hereby amended by deleting the
number "15%" where it appears in said definition and substituting in lieu
thereof the number "8-1/3%".
(c) The definition of "PLANNED VOLUME" contained in Section 8.1 of the
Original Note Purchase Agreement is hereby deleted in its entirety and the
following is substituted therefor:
"PLANNED VOLUME" shall mean as of December 30, 1997 325,000,000
board feet per annum of timber, and shall be adjusted for any Annual
Timber Increase, as of the Effective Date for such Annual Timber
Increase, by increasing such per annum amount by an amount equal to
8-1/3% of such Annual Timber Increase. In addition, such per annum
amount shall, if there shall be an Annual Timber Decrease in any
Determination Period, be permanently (with respect to such Annual Timber
Decrease) adjusted, effective as of the Effective Date for such Annual
Timber Decrease, by decreasing such per annum amount in the same
proportion that the Predisposition Timber Amount in respect of such
Annual Timber Decrease is reduced by such Annual Timber Decrease;
PROVIDED that such adjustment shall not be made if the percentage
decrease represented by such adjustment would be less than 5% and if the
Asset Coverage Ratio as of the last day of such Determination Period is
at least 2:1. For purposes of the foregoing:
"ANNUAL TIMBER INCREASE" shall mean, for any Determination
Period, the amount, in board feet, by which the number of board
feet of timber acquired by the Company and its Restricted
Subsidiaries during such Determination Period shall exceed the
number of board feet of timber sold or otherwise disposed of by the
Company and its Restricted Subsidiaries during such Determination
Period; and "ANNUAL TIMBER DECREASE" shall mean, for any
Determination Period, the amount, in board feet, by which the
number of board feet of timber sold or otherwise disposed of by the
Company and its Restricted Subsidiaries during such Determination
Period shall exceed the number of board feet of timber acquired by
the Company and its Restricted Subsidiaries during such
Determination Period; PROVIDED that, neither such calculation shall
include timber acquired with the Net Proceeds of an Excess Harvest
pursuant to Section 4.12.
"ASSET COVERAGE RATIO" shall mean, as of the date of
determination, the ratio of (a) the fair market value (determined
in good faith by a Responsible Officer, but excluding any value
based on a higher and better use thereof) of the timberlands owned
by the Company and its Restricted Subsidiaries on such
determination date to (b) Funded Debt of the Company and its
Restricted Subsidiaries on a consolidated basis on such
determination date.
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"DETERMINATION PERIOD" shall mean the period from and
including December 30, 1997 to and including December 31, 1998 and
each calendar year thereafter.
"EFFECTIVE DATE" for any Annual Timber Increase or Annual
Timber Decrease shall be July 1 of the Determination Period for
which such Annual Timber Increase or Annual Timber Decrease, as the
case may be, occurs.
"PREDISPOSITION TIMBER AMOUNT" with respect to any Annual
Timber Decrease shall mean the amount of timber owned by the
Company and its Restricted Subsidiaries as of the first day of the
Determination Period for which such Annual Timber Decrease occurred.
SECTION 1.2. ADDITION TO SECTION 8.1.
The following definition of "1997 NOTES" is hereby added to Section 8.1
of the Original Note Purchase Agreement immediately following the definition
of "1996 NOTES":
"1997 NOTES" shall mean the $15,000,000 7.76% Senior Notes, Series
A, due February 1, 2012, the $55,000,000 7.76% Senior Notes, Series B,
due February 1, 2013, and the $25,000,000 7.93% Senior Notes, Series C,
due February 1, 2018 of the Company issued under and pursuant to the
Note Purchase Agreement dated as of December 15, 1997 among the Company
and the purchasers listed in Schedule I thereto.
SECTION 2. MISCELLANEOUS.
SECTION 2.1. EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective
upon, and only upon, execution and delivery of counterparts hereof by the
Company and by the holders of at least 55% in aggregate principal amount of
the then outstanding Notes.
SECTION 2.2. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 2.3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one Amendment.
SECTION 2.4. CAPTIONS. The descriptive headings of the various Sections or
parts of this Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
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SECTION 2.5. REFERENCES TO ORIGINAL NOTE PURCHASE AGREEMENT. Any and all
notices, requests, certificates and other instruments executed and delivered
concurrently with or after the effectiveness of this Amendment may refer to
the Original Note Purchase Agreement without making specific reference to
this Amendment but nevertheless all such references shall be deemed to
include this Amendment unless the context shall otherwise require.
SECTION 2.6. EXPENSES. Whether or not the transactions herein contemplated
shall be consummated, the Company agrees to pay all expenses relating to the
subject matter of this Amendment, including but not limited to the reasonable
out-of-pocket expenses of the Noteholders and the reasonable fees and
expenses of Xxxxxxx and Xxxxxx, special counsel for the Noteholders.
SECTION 2.7. RATIFICATION. Except to the extent hereby modified or amended,
the Original Note Purchase Agreement is in all respects hereby ratified,
confirmed and approved by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to Note Purchase Agreement to be executed and delivered, all as of the day
and year first above written.
CROWN PACIFIC LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a
Delaware
limited partnership
Its General Partner
By
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Its Authorized Officer
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By
Its
PROVIDENT LIFE AND ACCIDENT
INSURANCE COMPANY
By
Its
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