**EXHIBIT 10.2**

**SECOND AMENDMENT**

** **

THIS SECOND AMENDMENT TOAMENDED AND RESTATED FACILITY B CREDIT AGREEMENT (*"Second Amendment"*),dated as of November 7, 2001, is entered into by and among CROWNPACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the *"Company"*),BANK OF AMERICA, N.A., as letter of credit issuing bank and agent for itselfand the Banks (the *"Agent"*), and those financialinstitutions parties to the Agreement (collectively, the *"Banks"*) signatoryhereto.

 

# **RECITALS**

 

A.            The Company, the Banks, and the Agent are parties to anAmended and Restated Credit Agreement dated as of December 1, 1999, pursuant towhich the Agent and the Banks have extended certain credit facilities to theCompany, as amended by that certain First Amendment to Amended and RestatedFacility B Credit Agreement dated as of April 20, 2001 and that certainTemporary Waiver to Amended and Restated Facility B Credit Agreement (as soamended, the *"Agreement"*).

 

B.            The Company, the Banks, and the Agent now hereby wish toamend the Agreement in certain respects, all as set forth in greater detailbelow.

 

NOW, THEREFORE, forvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

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

 

2.             *Amendments to the Agreement.*

 

(a)           The definition of "ApplicableMargin" set forth in Section 1.1 of the Agreement is hereby deletedin its entirety, and a new definition of "Applicable Margin" in theform of the definition of "Applicable Margin" set forth on *Exhibit A*heretois substituted therefor.

 

(b)           The definition of "EBITDA"set forth in Section 1.1 of the Agreement is hereby deleted in itsentirety, and a new definition of "EBITDA" in the form of thedefinition of "EBITDA" set forth on *Exhibit A*hereto issubstituted therefor.

 

(c)           The definition of "Loan"set forth in Section 1.1 of the Agreement is hereby deleted in itsentirety, and a new definition of "Loan" in the form of thedefinition of "Loan" set forth on *Exhibit A*hereto is substituted therefor.

 

(d)           The definition of "NetProceeds" set forth in Section 1.1 of the Agreement is hereby deletedin its entirety, and a new definition of "Net Proceeds" in the formof the definition of "Net Proceeds" set forth on *Exhibit A*hereto issubstituted therefor.

 

(e)           The definition of "Senior NoteAgreements" set forth in Section 1.1 of the Agreement is herebydeleted in its entirety, and a new definition of "Senior Note Agreements"in the form of the definition of "Senior Note Agreements" set forthon *ExhibitA*hereto is substituted therefor.

 

(f)            The definition of "SeniorNotes" set forth in Section 1.1 of the Agreement is hereby deleted inits entirety, and a new definition of "Senior Notes" in the form ofthe definition of "Senior Notes" set forth on *Exhibit A*hereto issubstituted therefor.

 

(g)           A new definition of "CollateralBase" in the form of the definition of "Collateral Base" setforth on *ExhibitA*hereto is added to Section 1.1 of the Agreement inappropriate alphabetical order.

 

(h)           A new definition of "Make–WholeAmount" in the form of the definition of "Make–WholeAmount" set forth on *Exhibit A*hereto is added toSection 1.1 of the Agreement in appropriate alphabetical order.

 

(i)            A new definition of "1997Senior Note Agreement" in the form of the definition of "1997 SeniorNote Agreement" set forth on *Exhibit A*hereto is added toSection 1.1 of the Agreement in appropriate alphabetical order.

 

(j)            A new definition of "1997Senior Notes" in the form of the definition of "1997 SeniorNotes" set forth on *Exhibit A*hereto is added toSection 1.1 of the Agreement in appropriate alphabetical order.

 

(k)           A new definition of "Restricted Subsidiary" in the form ofthe definition of "RestrictedSubsidiary" set forth on *Exhibit A*hereto is added toSection 1.1 of the Agreement in appropriate alphabetical order.

 

(l)            A new definition of "Second Amendment Effective Date" inthe form of the definition of "SecondAmendment Effective Date" set forth on *Exhibit A*hereto is added toSection 1.1 of the Agreement in appropriate alphabetical order.

 

(m)          A new definition of "Senior Funded Debt" in the form of thedefinition of "Senior Funded Debt"set forth on *Exhibit A*hereto is added to Section 1.1 of theAgreement in appropriate alphabetical order.

 

(n)           Subsection (a) of Section 2.1 ofthe Agreement is hereby deleted in its entirety, and a new subsection (a)of Section 2.1 in the form of the subsection (a) of Section 2.1set forth on *Exhibit A*hereto are substituted therefor.

 

(o)           Subsections (a) and (b) ofSection 2.7 of the Agreement are hereby deleted in their entireties, andnew subsections (a) and (b) of Section 2.7 in the form of thesubsections (a) and (b) of Section 2.7 set forth on *Exhibit A*heretoare substituted therefor.

 

(p)           Section 8.2 of the Agreement ishereby deleted in its entirety, and a new Section 8.2 in the form of theSection 8.2 set forth on *Exhibit A*hereto is substituted therefor.

 

(q)           Section 8.4 of the Agreement ishereby deleted in its entirety, and a new Section 8.4 in the form of theSection 8.4 set forth on *Exhibit A*hereto is substituted therefor.

 

(r)            Section 8.15 of the Agreementis hereby deleted in its entirety, and a new Section 8.15 in the form ofthe Section 8.15 set forth on *Exhibit A*hereto is substituted therefor.

 

(s)           A new Section 8.17 in the formof Section 8.17 set forth on *Exhibit A*hereto is added to the Agreementimmediately succeeding existing Section 8.16 thereof.

 

(t)            A new Schedule 2.7 in theform of Schedule 2.7 hereto is added to the Agreement.

 

(u)           A new Schedule 8.2(f)(ii) inthe form of Schedule 8.2(f)(ii) hereto is added to the Agreement.

3.             *Representations and Warranties. *The Company hereby represents andwarrants to the Agent and the Banks, as of the Second Amendment Effective Date(as defined below), as follows:

 

(a)           Upongiving effect to this Second Amendment as of the Second Amendment EffectiveDate, no Default or Event of Default has occurred and is continuing.

 

(b)           Theexecution, delivery and performance by the Company of this Second Amendmenthave been duly authorized by all necessary corporate and other action and donot and will not require any registration with, consent or approval of, noticeto or action by, any person (including any Governmental Authority) in order tobe effective and enforceable.  TheAgreement as amended by this Second Amendment constitutes the legal, valid andbinding obligations of the Company, enforceable against it in accordance withits terms, without defense, counterclaim or offset except as such enforcementmay be limited by applicable bankruptcy, insolvency, reorganization or othersimilar laws relating to or limiting creditors' rights generally or byequitable principles relating to enforceability whether enforcement is soughtin a proceeding at law or in equity.

 

(c)           Upon giving effect to this SecondAmendment as of the Second Amendment Effective Date, all representations andwarranties of the Company contained in the Agreement and the Security Agreement(including those made only as of the occurrence of the Collateral Event) aretrue and correct.

 

(d)           The Company is entering into thisSecond 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.

 

4.             *Certain Waivers.*

* *

The Banks herebywaive (i) compliance by the Company with the Indebtedness Covenant for thefiscal quarter ended September 30, 2001 and (ii) the requirements ofSection 2.7 of the Credit Agreement with respect to any disposition ofproperty prior to the Second Amendment Effective Date other than in respect ofthe property described on Schedule 5(d).  This is a one-timewaiver and is granted only for the limited purposes set forth herein and shallbe effective only in the specific circumstances provided for above and only forthe purposes for which given.

 

5.             *Second Amendment Effective Date. *This Amendment will become effective onNovember 7, 2001 or the first Business Day thereafter as of whicheach of the following conditions precedent has been satisfied (the *"SecondAmendment Effective Date"*):

 

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

 

(b)           The *"*Second AmendmentEffective Date*"* as defined in the Second Amendment to the Amended andRestated Credit Agreement of even date herewith has occurred or is occurringcontemporaneously as of the Second Amendment Effective Date hereunder.

 

(c)           The Agent has received an opinion ofAndrews & Kurth LLP, as counsel to the Company and the Partner Entitiesaddressed to the Agent and the Banks, in form and substance reasonably satisfactoryto the Required Banks.

 

(d)           The Company shall have paid to theAgent an amount equal to $8,000,000 representing the aggregate Net Proceedsreceived by the Company and its Subsidiaries prior to the Second AmendmentEffective Date from the dispositions of property described on Schedule 5(d),such Net Proceeds to be applied to the prepayment of the Facility B Loans inthe manner described in Section 2.7(a) of the Agreement, as amended by thisSecond Amendment.

 

(e)           The Company shall have paid to theAgent, for the account of each Bank that has executed a counterpart of thisAmendment and delivered (by hard copy or facsimile) the same to the Agent orits counsel by 5:00 p.m. (Charlotte, North Carolina time) on the date hereof, anonrefundable amendment fee in an amount equal to such Bank's Commitmentmultiplied by 0.50%; which amounts the Company hereby covenants to pay to theAgent for the account of such Banks on demand.

 

(f)            The Company shall have paid all ofthe fees and other amounts due and payable to Banc of America Securities LLC("BAS"), including, without limitation, the fees set forth in thatcertain Engagement Letter dated as of August 28, 2001, between the Company andBAS.

6.             *Reservation of Rights. *The Company acknowledges and agrees thatthe execution and delivery by the Agent and the Banks of this Second Amendmentshall not be deemed to create a course of dealing or otherwise obligate theAgent or the Banks to enter into similar amendments under the same or similarcircumstances in the future.

 

7.             *Miscellaneous.*

 

(a)           Except as herein expressly amended orwaived, all terms, covenants and provisions of the Agreement are and shallremain in full force and effect and all references therein to such Agreementshall henceforth refer to the Agreement as amended or waived by this SecondAmendment.  This Second Amendment shallbe deemed incorporated into, and a part of, the Agreement.

 

(b)           This Second Amendment shall bebinding upon and inure to the benefit of the parties hereto and thereto andtheir respective successors and assigns. No third party beneficiaries are intended in connection with this SecondAmendment.

 

(c)           This Second Amendment shall begoverned by and construed in accordance with the law of the State ofCalifornia.

 

(d)           This Second Amendment may be executedin any number of counterparts, each of which shall be deemed an original, butall such counterparts together shall constitute but one and the sameinstrument.

 

(e)           This Second Amendment, together withthe Agreement, contains the entire and exclusive agreement of the partieshereto with reference to the matters discussed herein and therein.  This Second Amendment supersedes all priordrafts and communications with respect thereto.  This Second Amendment may not be amended except in accordancewith the provisions of Section 11.1 of the Agreement.

 

(f)            If any term or provision of thisSecond Amendment shall be deemed prohibited by or invalid under any applicablelaw, such provision shall be invalidated without affecting the remainingprovisions of this Second Amendment or the Agreement, respectively.

 

(g)           Company confirms its obligationsunder Section 11.4(a) of the Agreement to reimburse the Agent for allcosts and expenses including reasonable attorneys' fees and expenses incurredby the Agent in connection with this Second Amendment.

 

IN WITNESS WHEREOF, theparties hereto have executed and delivered this Second Amendment as of the datefirst above written.

 

 

 

 
|   | **CROWN  PACIFIC LIMITED PARTNERSHIP**                     |
|--------|------------------------------------------------------------|
|   |                                                       |   |   |
|   | By:                                                        | **CROWN  PACIFIC MANAGEMENT   LIMITED PARTNERSHIP,** |
|   |                                                       | its  General Partner |   |
|   |                                                       |   |   |
|   |                                                       | By: |   |   |   |
|   |                                                       | Name: |   |
|   |                                                       | Title: |   |
|   |                                                       |   |   |
|   |                                                       |   |   |
|   | **BANK  OF AMERICA, N.A.**,                                |   |
|   | as  Agent, a Bank, the Swingline Bank and the Issuing Bank |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **UNION  BANK OF CALIFORNIA, N.A.**,                       |   |
|   | as  Syndication Agent and as a Bank                        |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
| ,      | **BANK  OF MONTREAL**                                      |   |
|   | as  Co-Agent and as a Bank                                 |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **KEYBANK  NATIONAL ASSOCIATION**,                         |   |
|   | as  Co-Agent and as a Bank                                 |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **ABN  AMRO BANK, N.V.**                                   |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **SUNTRUST  BANK**                                         |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **WELLS  FARGO BANK, N.A.**                                |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **SUMITOMO  MITSUI BANKING CORPORATION**                   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   | **BNP  PARIBAS** (Successor in Interest to Paribas)        |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **FIRST  UNION NATIONAL BANK**                             |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|   |                                                       |   |
|   |                                                       |   |
|   | **BANK HAPOALIM, B.M.**                                    |   |
|   |                                                       |   |
|   | By:                                                        |   |   |
|   | Name:                                                      |   |
|   | Title:                                                     |   |
|        |                                                            |  |  |  |  |  |

 

 

**ExhibitA**

 

                                "*Applicable Margin*" means, in respect of all Loansoutstanding on any date, a per annum rate equal to 3.50% for Offshore RateLoans and 2.50% for Base Rate Loans.

 

"*CollateralBase*" means, at any time, the sum of (i) 85% of theaggregate book value of accounts receivable (other than stumpage receivables)of the Company and its Subsidiaries on a consolidated basis plus(ii) 60% of the aggregate book value of inventory of the Company and itsSubsidiaries on a consolidated basis, all as determined in accordance with GAAPapplied on a basis consistent with the Company's consolidated financial statements as atDecember 31, 2000.

 

"*EBITDA*"means, for any period, and determined in accordance with GAAP for the Companyand its Subsidiaries on a consolidated basis, an amount equal to the sum of(i) consolidated net income (or net loss) for such period,*plus*(ii) allamounts treated as expenses for depreciation, depletion and interest and theamortization of intangibles of any kind to the extent included in thedetermination of such consolidated net income (or loss) for such period, *plus*(iii) all accrued taxes on or measured by income to the extent included inthe determination of such consolidated net income (or loss) for such period;*provided*,*however*,that EBITDA shall be computed for these purposes without giving effect toextraordinary items.

 

"*Loan*"has the meaning specified in subsection 2.1 and may be a Base Rate Loan oran Offshore Rate Loan (each a "Type" of Loan).  The term "Loan" and "FacilityB Loan" are used herein interchangeably.

 

"*Make–WholeAmount*" shall have the meaning assigned to such term in theSenior Note Agreements as in effect on the Second Amendment Effective Date.

 

"*Net Proceeds*"means the gross proceeds of the disposition or sale of property, *less*(i) all reasonable expenses incurred in connection with such dispositionor sale of such property and (ii) with respect to the harvesting of excesstimber by the Company or any of its Subsidiaries pursuant to Section 8.4,all reasonable expenses properly allocable to the such harvesting of excesstimber and other costs incidental thereto.

 

"*1997 SeniorNote Agreement*" means the Note Agreement dated as ofDecember 15, 1997, providing for the issuance and sale by the Companyof the 1997 Senior Notes to the purchasers listed in the schedule of purchasersattached thereto as Schedule I.

 

"*1997 SeniorNotes*" means those certain senior promissory notes in theaggregate principal amount of $91,000,000 issued and sold pursuant to the 1997Senior Note Agreement.

 

"*Restricted Subsidiary*" shall have themeaning assigned to such term in the Senior Note Agreements as in effect on theSecond Amendment Effective Date.

 

"*Second Amendment Effective Date*" shall havethe meaning assigned to such term in Section 5 of the Second Amendment tothe Agreement dated as of November 7, 2001.

 

"*Senior Funded Debt*" shall have the meaningassigned to such term in the Senior Note Agreements as in effect on the SecondAmendment Effective Date.

 

"*Senior NoteAgreements*" means the 1994 Senior Note Agreement, the 1995Senior Note Agreement, the 1996 Senior Note Agreement and the 1997 Senior NoteAgreement.

 

"*Senior Notes*"means the 1994 Senior Notes, the 1995 Senior Notes, the 1996 Senior Notes andthe 1997 Senior Notes.

 

2.1           *Amounts and Terms of Commitments.*

 

(a)           Each Bank severally agrees, on theterms and conditions set forth herein, to make loans to the Company (each suchloan, a "*Syndicated Loan*") from time to time on any Business Dayduring the period from the Closing Date to the Revolving Termination Date, inan aggregate amount not to exceed at any time outstanding the amount set forthon *Schedule2.1* under the heading "*Commitment*" (such amount, as the samemay be reduced under Sections 2.5 or 2.7 or as a result of one or moreassignments under Section 11.8, the Bank's "*Commitment*"); *provided,however*, that, after giving effect to any Borrowing of SyndicatedLoans, the Effective Amount of all outstanding Syndicated Loans and SwinglineLoans and the Effective Amount of all L/C Obligations (1) shall not exceed$40,000,000 and (2) shall not at any time exceed the Aggregate Commitment;*andprovided further*, that the Effective Amount of the Syndicated Loansof any Bank plus such Bank's participation in the Effective Amount of allSwingline Loans, if any, and all L/C Obligations shall not at any time exceedsuch Bank's Commitment.  Within thelimits of each Bank's Commitment, and subject to the other terms and conditionshereof, the Company may borrow under this Section 2.1, prepay underSection 2.6 and reborrow under this Section 2.1.  This amendment and restatement of the 1996Facility B Credit Agreement shall not be deemed a repayment, satisfaction,cancellation, or novation of the loans outstanding thereunder or any otherobligations of the Company under the 1996 Facility B Credit Agreement or any ofthe "Loan Documents" (as defined therein), which shall insteadcontinue and constitute Obligations hereunder and under the other LoanDocuments; *provided,however*, that upon the Closing Date, all outstanding"Loans" under and as defined in the 1996 Facility B Credit Agreement,subject to Section 4.4 thereof, shall be prepaid in full with the proceeds ofLoans hereunder or from other funds.

 

2.7           *Mandatory Prepayments of Loans; Mandatory CommitmentReductions*.

 

(a)           *MandatoryPrepayments*.

 

(i)            (A)          Promptlyfollowing receipt thereof, the Company shall prepay the Facility B Loans withthe first $27,500,000 (including, without limitation, the $8,000,000 paymentrequired by Section 5(d) of the Second Amendment to the Agreement dated asof November 7, 2001) of Net Proceeds not subject to ratable sharingwith the holders of Senior Notes and other Senior Funded Debt (other than theFacility A Loans and the Facility B Loans) in accordance with the terms ofSection 4.10(a)(2)(iii)(A)(y) of the Senior Note Agreements as in effecton the Second Amendment Effective Date and received by the Company or any ofits Subsidiaries from the disposition of any property described on Schedule 2.7in a transaction permitted by subsection 8.2(f).

 

(B)           Promptly following the consummationof a disposition of property permitted by subsection 8.2(f) or theharvesting of excess timber by the Company or any of its Subsidiaries pursuantto Section 8.4, the Company shall prepay the Facility B Loans with theportion, if any, of the Net Proceeds of such disposition or such excess harvestthat is required to be applied to the prepayment of the Facility B Loans inaccordance with the terms of Section 4.10(a)(2)(iii)(A)(y) orSection 4.12(ii)(A)(y), as applicable, of the Senior Note Agreements as ineffect on the Second Amendment Effective Date.

 

(C)           Prepayments to be made pursuant tothis subsection 2.7(a)(i) shall be applied, *first*, to prepay any BaseRate Syndicated Loans, *second*, to prepay Swingline Loans, and, *third*,at the Company's option, to Cash Collateralize (which cash collateral shall beapplied on the maturity date of their Interest Periods to prepay thenoutstanding Offshore Rate Loans in the order of their maturities) or to prepayany Offshore Rate Loans then outstanding (in the order of the maturity of theirInterest Periods).

 

(D)          Notwithstandingany provision to the contrary contained in this Agreement, no prepayment of theFacility B Loans shallbe required if and to the extent that a different application of the netproceeds of any such disposition of property is required under the terms ofSection 4.10 or Section 4.12, as applicable, of the Senior NoteAgreements as in effect on the Second Amendment Effective Date.

 

*****

 

(b)           *Mandatory Commitment Reductions.*

 

**(i)            On eachoccasion that the Company or any of its Subsidiaries shall be required toprepay the Facility B Loans pursuant to subsection 2.7(a)(i)(B), theAggregate Commitment shall be permanently reduced by an amount equal to thelesser of (A) the amount by which the Aggregate Commitment exceeds theCollateral Base at the time of such prepayment and (B) the amount of suchprepayment pursuant to subsection 2.7(a)(i)(B) minus the amount ofany Make–Whole Amount required to be paid to the holders of Senior Notespursuant to Section 5.2 of the Senior Note Agreements as in effect on theSecond Amendment Effective Date in connection with any related prepayment ofSenior Notes.**

 

(ii)           No reduction in the AggregateCommitment pursuant to Section 2.5 or subsection 2.7(b)(i) shallreduce the L/C Commitment unless and until the Aggregate Commitment has beenreduced to $10,000,000; thereafter, any reduction in the Aggregate Commitmentpursuant to Section 2.5 shall equally reduce the L/C Commitment.

 

(iii)          At no time shall the SwinglineCommitment exceed the Aggregate Commitment, and any reduction of the AggregateCommitment which reduces the Aggregate Commitment below the then current amountof the Swingline Commitment shall result in an automatic correspondingreduction of the Swingline Commitment to the amount of the AggregateCommitment, as so reduced, without any action on the part of the SwinglineBank.

 

*****

 

8.2           *Asset Dispositions.*

 

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

 

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

 

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

 

(c)           [Intentionally omitted];

 

(d)           [Intentionally omitted];

 

(e)           exchanges of timberland for othertimberland in the ordinary course of business with Persons who are notAffiliates of the Company, if:

 

(i)            thetimberland to be received in exchange is of at least an equivalent fair marketvalue to the timberland to be exchanged; and(ii)           the timberland to bereceived in exchange is located in the United States; and

 

(iii)          the aggregate fair market value of allsuch timberlands exchanged shall not exceed $50 million in the aggregate.

 

*provided, however,*that any exchange permitted by this subsection 8.2(e) may be in the formof a tax deferred exchange so long as such tax deferred exchange is completedwithin 180 days;

 

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

 

(i)            at the time of such disposition noDefault or Event of Default exists or shall result from such disposition;

 

(ii)           the Agent shall have received acertificate from a Responsible Officer in substantially the form of Schedule8.2(f)(ii); and

 

(iii)          the Company shall comply with therequirements of Section 2.7(a)(i) in respect of the Net Proceeds of suchdisposition;

 

*provided, however,*that no disposition of assets which would cause the aggregate amount of timberowned by the Company and its Restricted Subsidiaries to be less than 3.2billion board feet shall be permitted under this subsection 8.2(f) unlessthe aggregate amount of timber owned by the Company and its RestrictedSubsidiaries immediately prior to giving effect to such disposition is lessthan 3.3 billion board feet; and

 

(g)           [Intentionally omitted].

 

8.4           *Harvesting Restrictions*.

 

                TheCompany shall not, and shall not suffer or permit any of its Subsidiaries to,in any calendar year, commencing with 2001, harvest timber or sell standingtimber on its or any Subsidiary's timberlands in excess of Planned Volume forthat year unless, within ten Business Days after the end of such period,(i) the Company shall comply with the requirements ofSection 2.7(a)(i)(B) of the Facility A Credit Agreement in respect of theNet Proceeds from such excess harvest (which shall be determined based upon theaverage prices received on the sale of all timber harvested during such periodand a reasonable allocation of direct cash expenses incurred in connection withthe harvesting and sale of timber during such period) and (ii) the Agentshall have received a certificate from a Responsible Officer in substantiallythe form of Schedule 8.4.  "*Planned Volume*" shall mean for eachcalendar year 340,000,000 board feet of timber, as decreased for any year inwhich there is an Annual Timber Decrease effective upon the Effective Date forsuch Annual Timber Decrease by the same percentage that such Annual TimberDecrease represents as a percentage of the inventory of standing timber ownedby the Company and its Subsidiaries at the end of the prior calendar year.  For purposes of the foregoing:

 

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

 

"*EffectiveDate*" for any Annual Timber Decrease shall be July 1 of thecalendar year for which such Annual Timber Decrease occurs.

 

8.15         *Minimum Cash Flow.*

 

The Company shallnot permit Cash Flow on the last day of any fiscal quarter specified below tobe less than the corresponding amount set forth below:

 

| **Fiscal  Quarter End** |   | **Amount** |
|-------------------------|--------|------------|
| December 31, 2001       |   | $          | 45,000,000 |
| March 31, 2002          |   | $          | 47,500,000 |
| June 30, 2002           |   | $          | 47,500,000 |
| September 30, 2002      |   | $          | 55,000,000 |

 

8.17         *Additional Restrictions.*

 

Notwithstanding any provision to the contrary contained inthe Agreement (including, without limitation, the definition of "OperatingCapacity Acquisitions", "Capital Additions andImprovements", "Interim Capital Transactions" and "Permitted Liens" appearing inSection 1.1 of the Agreement and Sections 8.1, 8.3, 8.5, 8.6 and 8.16of the Agreement), until the Facility A Loans shall have been repaid in fulland the Commitments under and as defined in Facility A Credit Facility shallexpired or been terminated:

 

(a)           consummateany Operating Capacity Acquisitions or Acquisition otherwise permitted bySection 8.1(f) or (g);

 

(b)           directlyor indirectly, make, create, incur, assume or suffer to exist any Lien upon orwith respect to any part of its property, whether now owned or hereafteracquired, other than (i) Liens existing on property of such Person on theSecond Amendment Effective Date and (ii) Liens permitted by Section8.1(b), (c), (d), (e), (f), (g), (h) and (k);

 

(c)           merge,consolidate with or into, or convey, transfer, lease or otherwise dispose of(whether in one transaction or in a series of transactions) all orsubstantially all of its assets (whether now owned or hereafter acquired) to orin favor of any Person; 

 

(d)           purchase or acquire, or suffer, ormake any commitment therefor, any capital stock, equity interest, or anyobligations or other securities of, or any interest in, any Person, or make orcommit to make any Acquisitions, or make or commit to make any advance, loan,extension of credit or capital contribution to or any other investment in, anyPerson including any Affiliate of the Company, other than (i) loans andinvestments existing on the Second Amendment Effective Date and (ii) loansand investments permitted by Section 8.5(a), (c) and (d);

 

(e)           create, incur assume, suffer to existor otherwise become or remain directly or indirectly liable with respect to anyIndebtedness other than (i) Indebtedness existing on the Second AmendmentEffective Date and (ii) obligations consisting of trade payables entered intoin the ordinary course of business on ordinary terms;

 

(f)            make any voluntary or optionalpayment or prepayment on or redemption or acquisition for value of (including,without limitation, by way of depositing with respect thereto money orsecurities before due for the purpose of paying when due) the Senior Notesother than pro rata prepaymentsthereof with the Loans and the Facility BLoans as permitted by subsection 2.7(a); or

 

(g)           amend, modify, supplement, waive orotherwise modify any of the terms or provisions contained in the Senior NoteAgreements.