0000912057-02-017029 Sample Contracts

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.

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REGISTRATION RIGHTS AGREEMENT
Registration 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.

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 AGREEMENT
Intercreditor 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

NOTE PURCHASE OVERRIDE AGREEMENT
Note Purchase Override Agreement • April 29th, 2002 • Crown Pacific Partners L P • Sawmills & planting mills, general • New York
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