Prepared by MERRILL CORPORATION




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EXHIBIT 10.1  


    THIS
FIRST AMENDMENT TO AMENDED AND RESTATED 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 agent for the Banks (the
"Agent"), and those financial institutions parties to the Credit Agreement (collectively, the "Banks")
signatory hereto. 


 
 

RECITALS    
  


    A.  The
Company, Banks, and Agent are parties to an Amended and Restated Credit Agreement dated as of December 1, 1999 (the "Credit
Agreement") pursuant to which the Agent and the Banks have extended certain credit facilities to the Company. 


    B.  The
Company, the Banks, and the Agent now hereby wish to amend the Credit Agreement in certain respects, all as set forth in greater detail below. 


    NOW,
THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 



    1.  Defined Terms.  Unless otherwise defined herein, capitalized terms used herein shall have the
meanings, if any, assigned to them in the Credit Agreement. 


    2.  No Obligation to Make New Loans.  The Company may request new Loans pursuant to Section 2.1 of
the Credit Agreement only with the prior written consent of each of the Banks. 


    3.  Amendments to the Credit Agreement.  



    (a) The
definition of "Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety, and
inserting in its place the following: 


    "Applicable Margin" means, in respect of all Loans outstanding on any date, a per annum rate equal to 3.00% for Offshore Rate Loans and
2.00% for Base Rate Loans. 


    (b) The
definition of "Available Cash" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated (until the Company exercises its Interest
Coverage Replacement Option as referenced in Section 7.15(c)) to conform to the blacklined form of the definition of "Available Cash" attached as  Exhibit A hereto. Upon the Company's exercise
of its Interest Coverage Replacement Option as referenced in Section 7.15(c), the definition
of "Available Cash" shall revert to the definition set forth in the Credit Agreement before giving effect to this Amendment. 


    (c) The
definition of "Commitment Fee Percentage" set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting such definition in its entirety,
and inserting in its place the following: 


    "Commitment Fee Percentage" means a rate per annum equal to 0.50%. 


    (d) Subsection
2.7(a)(i) of the Credit Agreement is hereby amended and restated to conform to the blacklined form of subsection 2.7(a)(i) attached as  Exhibit A hereto. 


    (e) Section 6.1
of the Credit Agreement is hereby amended and restated by adding to such Section the following new paragraph (i): 



     (i) as
soon as available, but in any event within 30 days after the end of each calendar month, (1) internal management reports discussing the financial
position and 





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results of operations of the Company and its Subsidiaries and (2) a detailed report discussing updates on any sale, conveyance or disposition of any assets or any other form of acquisition,
disposition or
liquidation of the Company and its Subsidiaries, which report shall set forth, in reasonable detail, the assets to be sold, the nature of the proposed transaction, the approximate value of the
proposed transaction, the number of bidders or potential purchasers involved, and the current status of negotiations. 




    (f)  Section 7.2
of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 7.2 attached as  Exhibit A hereto. 


    (g) Section 7.4
of the Credit Agreement is hereby amended and restated to conform to the blacklined form of Section 7.4 attached as  Exhibit A hereto. 



    (h) The
Credit Agreement is hereby amended by deleting subsections 7.5(f) and 7.5(g) thereof in their entirely and replacing such subsections with
"[intentionally omitted]." 


    (i)  The
Credit Agreement is hereby amended by deleting Section 7.15 thereof in its entirely and replacing such Section with the following: 


    7.15 Indebtedness Covenant.



    (a) The
Company shall not permit, (i) as of the last day of any fiscal quarter the ratio of Cash Flow to Debt Service to be less than 1.25 to 1.00 or
(ii) as of the last day of any fiscal quarter the ratio of Cash Flow to Interest Expense to be less than the respective ratios set forth below for the respective quarters ending on the dates
set forth below: 





	Fiscal Quarter End Dates
 
	 	Ratio

	March 31, 2001	 	2.00 to 1.00
	June 30, 2001	 	1.60 to 1.00
	September 30, 2001 and thereafter	 	2.50 to 1.00








    (b) The
Company shall not permit the ratio of Cash Flow to Interest Expense as of the last day of any fiscal quarter after the Company exercises its Interest Coverage
Replacement Option to be less than 2.50 to 1.00. 


    (c) The
Company may irrevocably elect to exercise the option referenced in this Section 7.15 (the "Interest Coverage Replacement Option") on any date by delivery
of written notice to the Agent, provided however, that the Company has previously delivered financial statements in compliance with Section 6.1
evidencing that the ratio of Cash Flow to Interest Expense as of the end of the most recent fiscal quarter is greater than 2.50 to 1.00. 




    (j)  The
Credit Agreement is hereby amended by deleting Schedule 2.1 thereof in its entirely and replacing such Schedule with the following Schedule 2.1
attached hereto as Exhibit B.




    4.  Representations and Warranties.  The Company hereby represents and warrants to the Agent and the
Banks, as of the Effective Date (as defined below), as follows: 



    (a) No
Default or Event of Default has occurred and is continuing. 


    (b) None
of the representations or warranties made by the Company in the Loan Documents as of the date such representations and warranties are made or deemed made, and
none of the statements contained in any exhibit, report, statement or certificate furnished by or on behalf of the Company in connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Company to the Banks prior 




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to the Effective Date (as defined below)), contains any untrue statement of a material fact or omits any material fact required to be stated therein or otherwise necessary to make the statements made
therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered. 


    (c) The
execution, delivery and performance by the Company of this First Amendment have been duly authorized by all necessary corporate and other action and do not and
will not require any registration with, consent or approval of, notice to or action by, any person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement
as amended by this First Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, without defense, counterclaim or offset
except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability whether enforcement is sought in a proceeding at law or in equity. 


    (d) The
Company is entering into this First Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or
any other person. 




    5.  Effective Date.  This Amendment will become effective on April 20, 2001 or the first Business
Day thereafter as of which each of the following conditions precedent has been satisfied (the "Effective Date"): 



    (a) The
Agent has received from the Company and the Required Banks a duly executed original or facsimile counterpart of this Amendment (any such facsimiles to be
promptly followed by the originals thereof). 


    (b) The
"Effective Date" as defined in the First Amended and Restated Facility B Credit Agreement has occurred or is occurring contemporaneously as of the Effective
Date hereunder. 


    (c) The
Agent has received an opinion of Ball Janik LLP, as counsel to the Company and the Partner Entities addressed to the Agent and the Banks, in form and substance
reasonably satisfactory to the Required Banks. 


    (d) The
Company shall have paid to the Agent, (i) for the account of each Bank that has executed a counterpart of this Amendment and delivered (by hard copy or
facsimile) the same to the Agent or its counsel by 5:00 p.m. (San Francisco time) the Business Day before the Effective Date, a nonrefundable amendment fee in an amount equal to such Bank's
Commitment multiplied by 0.350%; which amounts the Company hereby covenants to pay to the Agent for the account of such Banks on demand and (ii) for the Agent's own account, all reasonable
costs and expenses incurred in connection with the Agent's recent appraisal of the timberlands of the Company. 




    6.  Reservation of Rights.  The Company acknowledges and agrees that the execution and delivery by the
Agent and the Banks of this First Amendment shall not be deemed to create a course of dealing or otherwise obligate the Agent or the Banks to enter into similar amendments under the same or similar
circumstances in the future. 


    7.  Miscellaneous.  



    (a) Except
as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references
therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this 




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First Amendment. This First Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. 



    (b) This
First Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party
beneficiaries are intended in connection with this First Amendment. 


    (c) This
First Amendment shall be governed by and construed in accordance with the law of the State of California. 


    (d) This
First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument. 


    (e) This
First Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed
herein and therein. This First Amendment supersedes all prior drafts and communications with respect thereto. This First Amendment may not be amended except in accordance with the provisions of
Section 10.1 of the Credit Agreement. 


    (f)  If
any term or provision of this First Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without
affecting the remaining provisions of this First Amendment or the Credit Agreement, respectively. 


    (g) Company
confirms its obligations under Section 10.4(a) of the Credit Agreement to reimburse the Agent for all costs and expenses including reasonable
attorneys' fees and expenses incurred by the Agent in connection with this First Amendment. 




[Remainder of Page intentionally left blank]  


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    IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date 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:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



BANK OF AMERICA, N.A., as Agent, a Bank and as a Bank
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



UNION BANK OF CALIFORNIA, N.A., as Syndication Agent and as a Bank
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



BANK OF MONTREAL, as Co-Agent and as a Bank
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



ABN AMRO BANK, N.V.
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



SUNTRUST BANK
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



WELLS FARGO BANK, N.A.
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	





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SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



BNP PARIBAS (Successor in Interest to Paribas)
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



FIRST UNION NATIONAL BANK
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	


	

 	
 	



BANK HAPOALIM, B.M.
	

 	
 	

By:	
 	


	

 	
 	

Title:	
 	






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Exhibit A    
  


    "Available Cash" means, with respect to any fiscal quarter and without duplication: 



    (a) the
sum of: 



     (i) all
cash receipts of the Company during such fiscal quarter from all sources; 


    (ii) any
reduction with respect to such fiscal quarter in a cash reserve previously established pursuant to clause (b)(ii) below (either by reversal or
utilization) from the level of such reserve at the end of the prior fiscal quarter; and 


    (iii) the
amount available to be borrowed on the last day of such fiscal quarter under the Working Capital Facility but only so long as the conditions relating to a
"Borrowing" set forth in subsections 5.2(b) and (c) of and as defined in the Facility B Credit Agreement would be satisfied or waived on such date (or, if the Working Capital Facility is other
than the Facility B Credit Agreement, the conditions to borrowing under such Working Capital Facility would be satisfied or waived on such date); 




    (b) less the sum of: 



     (i) all
cash disbursements of the Company during such fiscal quarter, including, without limitation, disbursements for operating expenses (including, without
limitation, the amounts described in the second sentence of Section 7.7), taxes, if any, debt service (including, without limitation, the payment of principal, premium and interest), redemption
of Partnership Interests (as defined in the Company Partnership Agreement), capital expenditures and cash distributions to Partners (as defined in the Company Partnership Agreement) (but only to the
extent that such cash distributions to Partners exceed Available Cash for the immediately preceding fiscal quarter); and 



    (ii) any
cash reserves established with respect to such fiscal quarter, and any increase with respect to such fiscal quarter in a cash reserve established pursuant to
this clause (b)(ii) from the level of such reserve at the end of the prior fiscal quarter, in such amounts as the Managing General Partner determines in its reasonable discretion to be
necessary or appropriate (A) to provide for the proper conduct of the business of the Company (including, without limitation, reserves for future capital expenditures and those established with
respect to the Obligations hereunder, the "Obligations" under and as defined in the Facility B Credit Agreement, and the Senior Notes), provided that
the reserves established during such fiscal quarter pursuant to this clause (b)(ii) shall include an amount not less than (w) 100% of all capital expenditures budgeted to be
incurred during the next fiscal year, (x) [200]% of the aggregate amount of all interest in respect of the Senior Notes to be paid on the interest payment date
immediately following such fiscal quarter, (y) [400]% of the aggregate amount of all accrued and unpaid interest in respect of the Loans and the Facility B Loans on the
date of determination, and (z) [100]% of the aggregate amount of all principal in respect of the Senior Notes scheduled to be paid during the nine calendar month period
immediately following such fiscal quarter, (B) to provide funds for distributions to the Partners in respect of any one or more of the next four fiscal quarters, or (C) because the
distribution of such amounts would be prohibited by applicable law or by any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company is a
party or by which it is bound or its assets are subject. 





Taxes
paid by the Company on behalf of, or amounts withheld with respect to, all or less than all of the Partners (as defined in the Company Partnership Agreement) shall not be considered cash
disbursements of the Company that reduce Available Cash, but the payment or withholding thereof shall be deemed to be a distribution of Available Cash to such Partners. Alternatively, in the
discretion 


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of the Managing General Partner, such taxes (if pertaining to all Partners) may be considered to be cash disbursements of the Company which reduce Available Cash, but the payment or withholding
thereof shall not be deemed to be a distribution of Available Cash to such Partners. 



    2.7(a)
Mandatory Prepayments. 




   (i)  If
the Company or any of its Subsidiaries shall receive Net Proceeds from a sale of properties permitted by subsection 7.2(f)(ii), or harvest excess timber
permitted by Section 7.4, then (A) the Net Proceeds of such sale shall be paid by the Company as a prepayment of such Senior Debt as and to the extent required by subsection 7.2(f), and
(B) the net proceeds of such excess harvest shall be paid by the Company as a prepayment of such Senior Debt as required by Section 7.4;  provided that, in each case, the Company may not prepay
Senior Debt other than the Loans and the Facility B Loans pursuant to this subsection
2.7(a)(i) unless (1) the Company also prepays the Loans and the Facility B Loans in an aggregate amount as shall be necessary to cause the Banks together with the "Banks" as defined in
the Facility B Credit Agreement to share such prepayment with the other Senior Debt at least pro rata and (2) the Senior Debt so prepaid does not exceed, in the aggregate, $37,500,000.
Prepayments to be made with respect to the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) shall be applied  first to prepay any Base Rate Loans then outstanding, second, at the Company's option, to Cash
Collateralize (which cash collateral shall be applied on the maturity date of their Interest Periods to prepay then outstanding Offshore Rate Loans in the order of their maturities) or to prepay any
Offshore Rate Loans then outstanding (in the order of the maturity of their Interest Periods), and third to prepay or to cash collateralize Facility B
Loans in accordance with Section 2.7(a)(i) of the Facility B Credit Agreement. 






    7.2  Asset
Dispositions. 



    The
Company will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect
to, all or any part of its assets (including accounts receivable and capital stock of Subsidiaries) to any Person, other than: 


    (a) sales
of timber, logs, lumber and other inventory in the ordinary course of business for fair market value; 


    (b) sales
for fair market value of equipment, which is surplus, worn-out or obsolete or no longer useful in the ordinary course of business; 


    (c) [intentionally
omitted]; 


    (d) [intentionally
omitted]; 


    (e) exchanges
of timberland for other timberland in the ordinary course of business with Persons who are not Affiliates of the Company, if: 



     (i) the
aggregate fair market value of all timberland so exchanged by the Company and any of its Subsidiaries, collectively, does not exceed on a cumulative basis
$400,000,000 during the term of this Agreement or $25,000,000 in any fiscal year; 


    (ii) the
timberland to be received in exchange is of at least an equivalent fair market value to the timberland to be exchanged or, if such timberland is not of at
least an equivalent fair market value, the amount of any shortfall shall constitute a permitted disposition under subsection 7.2(c) or (f); 



    (iii) the
timberland to be received in exchange is located in the United States; and 




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    (iv) at the time of such exchange, no Default or Event of Default exists or shall result from such exchange; 





provided, however, that any exchange permitted by this subsection 7.2(e) may be in the form of a tax
deferred exchange so long as such tax deferred exchange is completed within 180 days; and 



    (f)  dispositions
for fair market value thereof of assets not otherwise permitted hereunder to Persons who are not Affiliates of the Company if: 



     (i) at
the time of such disposition no Default or Event of Default exists or shall result from such disposition; and 


    (ii) (A)
the Net Proceeds of such disposition are applied within 180 days of such disposition to the purchase of productive assets in a Permitted Business
(including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after
the expiry of such 180 day period) located in the United States provided that the aggregate Net Proceeds applied to such purchases pursuant to
this clause (A) shall not exceed $5,000,000 in any given fiscal year or (B) if the aggregate Net Proceeds of such dispositions (not applied as described in clause (A) above)
received by the Company and its Subsidiaries in any fiscal year exceeds $5,000,000, the entirety of such Net Proceeds (not applied as described in clause (A) above) are applied within 10
Business Days after receipt thereof (or, if less than $5,000,000 of such Net Proceeds have been previously received by the Company and its Subsidiaries during any fiscal year, within 10 Business Days
after receipt of Net Proceeds causing the aggregate to exceed $5,000,000) to the repayment of such Senior Debt as the Company may elect to so prepay. If, at any time the Company shall elect to repay
Senior Debt other than the Loans and the Facility B Loans, (x) the Company shall also repay Loans and Facility B Loans by at least a pro rata amount (based on the then outstanding principal of
amount of all Senior Debt) and (y) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have certified the proper
application of such Net Proceeds in accordance with this subsection 7.2(f); and 




    (g) dispositions
of assets permitted under subsection 7.3(b). 


    7.4 Harvesting
Restrictions. 




    The
Company shall not, and shall not suffer or permit any of its Subsidiaries to, in any calendar year, commencing with 2001, harvest timber or sell standing timber on its or any
Subsidiary's timberlands in excess of Planned Volume for that year unless the net proceeds from such excess harvest (which shall be determined based upon the average prices received on the sale of all
timber harvested during such period and a reasonable allocation of direct cash expenses incurred in connection with the harvesting and sale of timber during such period), are, within ten Business Days
after the end of such period, applied to the repayment of Senior Debt as required by subsection 2.7(a)(i). "Planned Volume" shall mean for each calendar
year 340,000,000 board feet of timber, as decreased for any year in which there is an Annual Timber Decrease effective upon the Effective Date for such Annual Timber Decrease by the same percentage
that such Annual Timber Decrease represents as a percentage of the inventory of standing timber owned by the Company and its Subsidiaries at the end of the prior calendar year. For purposes of the
foregoing: 


    "Annual Timber Decrease" shall mean, for any calendar year, the amount, in board feet, by which the number of board feet of timber sold
by the Company and its Subsidiaries during such calendar year shall exceed the number of board feet of timber acquired by the Company and its Subsidiaries during such calendar year. 



    "Effective Date" for any Annual Timber Decrease shall be July 1 of the calendar year for which such Annual Timber Decrease
occurs. 


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RECITALS


Exhibit A