<PAGE>

                               THIRD AMENDMENT TO AMENDED
                             AND RESTATED CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this 
"AMENDMENT"), dated as of October 10, 1997, is entered into among Crown 
Pacific Limited Partnership, a Delaware limited partnership (the "COMPANY"), 
the several financial institutions from time to time party to the Credit 
Agreement referred to below (collectively, the "BANKS"; individually, a 
"BANK"), Bank of America National Trust and Savings Association, as agent for 
the Banks (in such capacity, the "AGENT"), and ABN AMRO Bank, N.V. and 
Societe Generale, as co-agents for the Banks (in such capacity, the 
"CO-AGENTS"). 
                                  RECITALS

          WHEREAS, the Company, the Banks, the Co-Agents and the Agent are 
parties to the Amended and Restated Credit Agreement dated as of July 31, 
1996, as amended by the First Amendment to Amended and Restated Credit 
Agreement dated as of October 15, 1996, and the Second Amendment to Amended 
and Restated Credit Agreement dated as of March 31, 1997 (as so amended, the 
"CREDIT AGREEMENT"), pursuant to which the Banks have extended certain credit 
facilities to the Company;

          WHEREAS, the Company, the Banks, the Co-Agents and the Agent now 
heeby wish to amend the Credit Agreement in certain respects, all as set 
forth in greater detail below;

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

                            AGREEMENT

          1.   DEFINED TERMS.  Unless otherwise defined herein, capitalized 
terms used herein shall have the meanings assigned to them in the Credit 
Agreement.

          2.   AMENDMENTS TO THE CREDIT AGREEMENT.  Sections 1.1 and 6.11 of 
the Credit Agreement are hereby amended as follows:

          (a)  The definition of "REVOLVING TERMINATION DATE" shall be 
amended by deleting the date "September 30, 1999" and inserting in its stead 
the date "September 30, 2000".

          (b)  The definition of "PERMITTED BUSINESS" shall be deleted, and 
in its stead, the definition shall read: 

              "PERMITTED BUSINESS" means (i) any business engaged in by the 
          Company on the Closing Date; (ii) any business substantially 
          similar or related to any such business, which shall include any 

                                       1

<PAGE>

          business in the forest products industry, provided that any 
          activity shall cease to be a Permitted Business if it causes or 
          would cause more than 25% of the Company's assets on a consolidated 
          basis valued at book value to be devoted to pulp or paper 
          manufacturing; and (iii) any non-forest products business that is 
          acquired as an incidental part of an acquisition of a Person or 
          substantially all of a Person's assets engaged primarily in the 
          forest products industry, so long as the Company sells or otherwise 
          disposes of the assets involved in such other business as soon as 
          practicable after such acquisition but in any event within one year 
          after such acquisition.

          (c)  The definition of "CASH FLOW" shall be deleted, and in its stead,
 the definition shall read:

              "CASH FLOW" means, at any date of determination, the sum of the 
          following calculated for the Company and its Subsidiaries on a 
          consolidated basis for the four fiscal quarter period ending on the 
          last day of the most recent quarter for which financial reports 
          pursuant to subsections 6.1(a) and (b) and a certificate pursuant 
          to subsection 6.2(b) have been delivered: (i) EBITDA for such 
          period; (ii) PLUS the Net Proceeds from the sale or other 
          disposition of assets permitted under subsections 7.2(a), (b), (c), 
          (d) or (f)(ii)(C) during such period, to the extent not otherwise 
          included in determining EBITDA, plus Permitted Inclusions; (iii) 
          PLUS or MINUS, as applicable, in connection with any businesses 
          (other than timberland covered by clause (iv) below) acquired by 
          the Company within such period, an amount equal to a good faith 
          estimate of such additional amounts that would be included in 
          determining EBITDA had such businesses been owned by the Company 
          for the entirety of such period, as certified with reasonable 
          accompanying detail by the Chief Financial Officer of the Company 
          based upon such Chief Financial Officer's good faith estimates of 
          applicable revenues and expenses arising from such businesses, and 
          (iv) PLUS or MINUS, as applicable, in connection with any 
          timberland acquired by the Company within such period, an amount 
          equal to a good faith estimate of such additional amounts that 
          would be included in determining EBITDA had such timberlands been 
          owned by the Company for the entirety of such period, as certified 
          with reasonable accompanying detail by the Chief Financial Officer 
          of the Company based upon such Chief Financial Officer's good faith 
          estimates of applicable revenues and expenses arising from such 
          timberlands and assuming aggregate timber harvests in an amount 
          that does not require proceeds to be placed in an escrow account 
          pursuant to Section 7.4.

                                       2

<PAGE>

          (d)  The definition of "PRO FORMA CONSOLIDATED CASH FLOW" shall be 
amended, so that the word "and" at the end of (v) and the entire paragraph 
(vi) shall be deleted, and the following paragraphs will be inserted in their 
stead: 

              (vi)   PLUS and MINUS, as applicable, in connection with any 
          businesses (other than timberlands covered by clause (vii) below) 
          to be acquired by the Company with the proceeds of a Loan or 
          previously acquired within such four fiscal quarters, an amount 
          equal to a good faith estimate of such additional amounts that 
          would be included in clauses (i), (ii), (iii) and (iv) above had 
          such businesses been owned by the Company for the entirety of such 
          four fiscal quarters, as certified with reasonable accompanying 
          detail by the Chief Financial Officer of the Company based upon 
          such Chief Financial Officer's good faith estimates of applicable 
          revenues and expenses arising from such businesses; and

             (vii)   PLUS and MINUS, as applicable, in connection with any 
          timberland to be acquired by the Company with the proceeds of a 
          Loan or previously acquired within such four fiscal quarters, an 
          amount equal to a good faith estimate of such additional amounts 
          that would be included in clauses (i), (ii), (iii) and (iv) above 
          had such timberlands been owned by the Company for the entirety of 
          such four fiscal quarters, as certified with reasonable 
          accompanying detail by the Chief Financial Officer of the Company 
          based upon such Chief Financial Officer's good faith estimates of 
          applicable revenues and expenses arising from such timberlands and 
          assuming aggregate timber harvests in an amount that does not 
          require proceeds to be placed in an escrow or cash collateral 
          account pursuant to Section 7.4.

          (e)  The definition of "INTEREST EXPENSE" shall be deleted, and in 
its stead, the definition shall read: 

              "INTEREST EXPENSE" means, at any date of determination, the sum 
          of the following calculated for the Company and its Subsidiaries on 
          a consolidated basis for the four fiscal quarter period ending on 
          the last day of the most recent quarter for which financial reports 
          pursuant to subsection 6.1(a) and a certificate pursuant to 
          subsection 6.2(b) have been delivered:  (a) the interest expense of 
          the Company and its Subsidiaries, PLUS (b) the additional interest 
          expense that would have accrued on the Indebtedness incurred to 
          acquire businesses or timberland described in clauses (iii) or (iv) 
          of the definition of "Cash Flow" had such Indebtedness been 
          outstanding for the full four fiscal quarter period, based upon the 
          interest rate applicable on such date 

                                       3

<PAGE>

          of determination to such Indebtedness (unless a higher interest 
          rate is scheduled to apply during the next four fiscal quarters, in 
          which case such higher interest rate shall be employed for such 
          portion of the prior four fiscal quarters as is scheduled to apply 
          during the next four fiscal quarters).

          (f)  The definition of "MATURITY DATE" shall be deleted, and in its 
stead, the definition shall read: 

              "MATURITY DATE" means, if the Company properly exercises its 
          election to repay the Loans in installments as provided in 
          subsection 2.8(b), September 30, 2004, otherwise, the Revolving 
          Termination Date.

          (g)  The definition of "SENIOR DEBT" shall be deleted, and in its 
stead, the definition shall read: 

              "SENIOR DEBT" means, as to the Company, as of any date of 
          determination, without duplication, all outstanding unsecured 
          Indebtedness of the Company of the type described in clauses (a) or 
          (b) of the definition of Indebtedness herein and all Indebtedness 
          represented by the Senior Notes, this Agreement and the Facility B 
          Credit Agreement (including "L/C Obligations" as defined therein), 
          but not including any subordinated Indebtedness.

          (h)  The following new definition shall be inserted in the Agreement 
in its proper alphabetical order:

              "TRILLIUM NOTE" means the promissory note that may be executed 
          by the Company in an aggregate principal amount not to exceed 
          $107,500,000 representing the deferred purchase price of certain 
          assets purchased by the Company from Trillium Corporation.

          (i)  Subsection 2.7(a)(iii) shall be amended by inserting the 
phrase "for borrowed money" after the phrase "Senior Debt" in the second line 
thereof.

          (j)  Subsection 2.7(b) shall be amended by deleting that portion of 
the first sentence thereof that ends at the first semicolon, and inserting 
the following phrase in its stead: "The Aggregate Commitment shall be 
permanently reduced from time to time by the amount of any mandatory 
prepayment of Loans required by subsection 2.7(a)(i) and by the amount of any 
Senior Debt (other than Loans) incurred by the Company after the Effective 
Date (as defined in the Third Amendment hereto) and permitted by subsection 
7.6(i) excluding only Senior Debt evidenced by the Trillium Note and other 
Senior Debt constituting refinancing of the Trillium Note;".

                                       4

<PAGE>

          (k)  Section 6.11 shall be amended by deleting clause (ii) thereof 
and inserting the following phrase in its stead:  "(ii) for the cost 
(including related fees, commissions and expenses) of the acquisition of any 
Permitted Business or assets to be used in any Permitted Business, in all 
cases not in contravention of any Requirement of Law or of any Loan Document, 
and (iii) to pay the outstanding principal amount of the Trillium Note."

          (l)  Subsection 7.5(f) shall be deleted and the following inserted 
in its stead:
               
              (f)   investments or Acquisitions not otherwise permitted 
          hereunder in a Person as long as (w) after giving effect to such 
          investment or Acquisition, the Company remains engaged in a 
          Permitted Business on a consolidated basis, (x) such Person is 
          domiciled in, and substantially all of its assets are located in, 
          the United States, Canada, Mexico or New Zealand, (y) such 
          investments do not exceed in the aggregate an amount (the "ANNUAL 
          INVESTMENT AMOUNT") equal to (i) in calendar year 1996, $10,000,000 
          and (ii) in each calendar year thereafter, the sum of (A) the 
          Annual Investment Amount for the preceding calendar year PLUS (B) 
          an increase equal to the percentage increase, if any, in the CPI 
          for such preceding calendar year, multiplied by such Annual 
          Investment Amount, and (z) the cumulative amount of such 
          investments during the term of this Agreement shall not exceed an 
          amount (the "CUMULATIVE INVESTMENT AMOUNT") equal to (i) 
          $51,500,000 PLUS (ii) an increase equal to the percentage increase, 
          if any, in the CPI from January 1, 1996 to the date of 
          determination, multiplied by such Cumulative Investment Amount; and

          (m)  Schedule 2 to the Form of Compliance Certificate shall be 
replaced with Schedule 2 attached hereto.

          (n)  Schedule 2.1 shall be replaced with Schedule 2.1 attached hereto.

     3.   REPRESENTATIONS AND WARRANTIES.  The Company hereby represents and 
warrants to the Agent, the Co-Agents and the Banks as follows:

          (a)  No Default or Event of Default exists.

          (b)  The execution, delivery and performance by the Company of this 
Amendment have been duly authorized by all necessary partnership and 
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 Amendment constitutes the legal, valid 
and binding obligations of the Company, enforceable against the Company in 
accordance with its respective terms, without defense, counterclaim or 
offset.  

                                       5

<PAGE>

          (c)  All representations and warranties of the Company contained in 
the Credit Agreement are true and correct as though made on and as of the 
date hereof (except to the extent such representations and warranties 
specifically relate to an earlier date, in which case they were true and 
correct as of such earlier date).

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

     4.   EFFECTIVE DATE.  This Amendment will become effective on the first 
Business Day (the "Effective Date") upon which the Agent has received each of 
the following, in form and substance satisfactory to the Agent and each Bank, 
and in sufficient copies for each Bank:

          (a)  AMENDMENT.  This Amendment executed by the Company, the Agent, 
and each Bank;

          (b)  RESOLUTIONS; INCUMBENCY.

              (i)  Copies of the resolutions of the board of directors of 
          each MGP General Partner, as general partners of the Managing 
          General Partner, as general partner of the Company, and the 
          executive committee of the Board of Control of the Managing General 
          Partner, in each case approving and authorizing the execution, 
          delivery and performance by the Managing General Partner on behalf 
          of the Company of this Amendment and the other Loan Documents being 
          executed in connection herewith and the transactions contemplated 
          hereby and thereby, certified as of the Effective Date by the 
          Secretary or an Assistant Secretary of such MGP General Partner and 
          the Managing General Partner, as the case may be; and

             (ii)  A certificate of the Secretary or Assistant Secretary of 
          the Managing General Partner certifying the names and true 
          signatures of the officers of the Managing General Partner, as 
          general partner of the Company, authorized to execute, deliver and 
          perform, as applicable, this Amendment on behalf of the Company, 
          and all other Loan Documents to be delivered hereunder, as well as 
          a certificate signed by a Responsible Officer of the Company 
          stating that all representations and warranties contained herein 
          are true and correct as of the Effective Date and that no Default 
          or Event of Default exists as of the Effective Date;

          (c)  ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the following 
documents:
 
                (i) the partnership certificate of the Company, the Managing 
          General Partner and the Master Partnership as in effect on the 
          Effective Date, certified by the Secretary of State (or similar, 
          applicable Governmental Authority) of the state of formation of 
          such entities as of a recent date;

               (ii) the articles or certificate of incorporation of each MGP 
          General Partner as in effect on the Effective Date, certified by 
          the Secretary of State (or similar applicable Governmental 
          Authority) of the state of incorporation of such MGP General 

                                       6

<PAGE>

          Partner as of a recent date and by the Secretary or Assistant 
          Secretary of such MGP General Partner as of the Effective Date, and 
          the bylaws of each MGP General Partner as in effect on the 
          Effective Date, certified by the Secretary or Assistant Secretary 
          of such MGP General Partner as of the Effective Date; and

              (iii) a good standing certificate for the Company, the Managing 
          General Partner, the MGP General Partners and the Master 
          Partnership from the Secretary of State (or similar, applicable 
          Governmental Authority) of its state of incorporation or formation, 
          as applicable as of a recent date;

          (d)  LEGAL OPINION.  An opinion of Ball Janik LLP, as counsel to 
the Company and the Partner Entities and addressed to the Agent and the 
Banks, substantially in the form of EXHIBIT A; and

          (e)  NOTES.  Replacement Notes for each Bank that has elected to 
have its Loans so evidenced, that is increasing its Commitment pursuant to 
this Amendment, and that requests such a replacement Note before the 
Effective Date.

          5.   RESERVATION OF RIGHTS.  The Company acknowledges and agrees 
that the execution and delivery by the Agent and the Banks of this Amendment 
shall not be deemed to create a course of dealing or otherwise obligate the 
Agent or the Banks to forbear or execute similar amendments under the same or 
similar circumstances in the future.

          6.   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 and in the other Loan Documents to the 
Credit Agreement shall henceforth refer to the Credit Agreement as amended by 
this Amendment.  This Amendment shall be deemed incorporated into, and a part 
of, the Credit Agreement.

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

          (c)  This Amendment shall be governed by, and construed in 
accordance with, the law of the State of California; provided, however, that 
the Agent and the Banks shall retain all rights arising under federal law.

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

          (e)  This 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 Amendment supersedes all 
prior drafts and communications with respect thereto.

                                       7

<PAGE>

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

          (g)  The Company covenants to pay to or reimburse the Agent, upon 
demand, for all costs and expenses (including allocated costs of in-house 
counsel) incurred in connection with the development, preparation, 
negotiation, execution and delivery of this Amendment. 








                                      8

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be duly executed and delivered by their duly authorized officers 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 NATIONAL TRUST AND 
                                   SAVINGS ASSOCIATION, as Agent
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   BANK OF AMERICA NATIONAL TRUST AND 
                                   SAVINGS ASSOCIATION, as a Bank
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 

                                       9

<PAGE>

                                   ABN AMRO BANK N.V., as Co-Agent and as a 
                                   Bank
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
                                        
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   SOCIETE GENERALE, as Co-Agent and as a Bank
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   BANK OF MONTREAL
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
                                   THE BANK OF NOVA SCOTIA

                                       10

<PAGE>

          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
           
                                   BANQUE PARIBAS
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   UNION BANK OF CALIFORNIA, N.A.
          
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   KEYBANK NATIONAL ASSOCIATION

                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 
          
                                   WELLS FARGO BANK, N.A.
                                        By:__________________________________
                                                 
                                        Title:__________________________________
                                                 

                                       11

<PAGE>







                                       12

<PAGE>

                                   SCHEDULE 2
 
                       CROWN PACIFIC LIMITED PARTNERSHIP
                            COMPLIANCE CERTIFICATE*
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
7.1(g)      Judgment or Judicial attachment    Maximum allowed
            liens                                                                                        $    5,000,000
                                               Outstanding at month-day-year

7.1(i)      Purchase money security interests  Maximum allowed                                           $   25,000,000
                                               Outstanding at month-day-year

7.2(c)      Sales of assets                    Maximum allowed ("Annual Sales Amount") in
                                               (1) 1996 calendar year                                    $   10,000,000
                                               (2) each calendar year thereafter:
                                                   (a) Annual Sales Amount for preceding calendar year  $
                                                                                                        ----------------
                                                   (b) percentage increase in the CPI for preceding
                                                       calendar year                                                   %
                                                                                                        ----------------
                                                   (c) (a) multiplied by (b)                            $
                                                                                                        ----------------
                                                   (d) sum of (a) plus (c) (Annual Sales Amount for 
                                                       such calendar year)                              $
                                                                                                        ----------------
                                               Cumulative dispositions from Closing Date through
                                               month-day-year
                                               Maximum allowed during term of Agreement
                                               (1) Basic amount                                          $   51,500,000
                                               (2) percentage increase in the CPI from January 1, 1996
                                                   to date of determination (month-day-year)                           %
                                                                                                        ----------------
                                               (3) (1) multiplied by (2)                                 $
                                                                                                        ----------------
                                                                                                         $
                                                                                                        ----------------
                                               (4) sum of (1) plus (3)

                                               Cumulative dispositions from Closing Date through
                                               month-day-year
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
7.1(g)
 
            $
            -------------
7.1(i)
            $
            -------------
7.2(c)
 
            $
            -------------
</TABLE>
 
------------------------------
 
*   [The calculations set forth in this form of Compliance Certificate are by
    necessity less detailed than those contained in the Credit Agreement. In the
    event of any conflict between this Compliance Certificate and the Credit
    Agreement, the Credit Agreement shall in all cases prevail.]
 
                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
7.2(e)      Exchanges of timberland            Maximum allowed for timberland during term of Agreement   $  400,000,000

                                               Cumulative exchanges through month-day-year

                                               Maximum allowed during term of Agreement for timberland
                                               received in exchange located in Canada, Mexico or New
                                               Zealand plus Net Proceeds invested in productive assets
                                               in such countries plus net proceeds of harvesting used
                                               to purchase timber or timberlands in such countries       $   50,000,000

                                               Actual amount of

                                               (1) timberland received in exchange located in Canada,
                                                   Mexico or New Zealand
                                               (2) Net Proceeds invested in productive assets in such
                                                   countries
                                               (3) Net proceeds of harvesting used to purchase timber
                                                   or timberlands in such countries
                                               (4) sum of (1), (2) and (3)

7.2(f)      Dispositions of assets not other-  Maximum Net Proceeds of disposition allowed at any time
            wise permitted                     which are not applied to purchase assets or repay
                                               Senior Debt                                               $   25,000,000

                                               Cumulative dispositions through month-day-year

            Planned Volume                     (1) Basic per annum amount (250 MMBF for 1996;
            [year-end only]                        thereafter based upon prior years' adjustments):

                                               (2) Annual Timber Increase [if applicable, to be calcu-
                                                   lated for each year after 1996]:
                                                   (a) timber acquired by Company and Subsidiaries during
                                                       calendar year     (not including timber acquired with
                                                       the net proceeds of an excess harvest)                      MMBF
                                                   (b) timber sold by Company and its Subsidiaries during
                                                       such calendar year                                          MMBF
                                                   (c) (a) minus (b) (Annual Timber Increase for such
                                                       calendar year)

                                               (3) Estimated Percentage (Estimate of the number of
                                                   additional board feet of timber that will be harvested
                                                   by the Company and its Subsidiaries by virtue of the
                                                   acquisition of newly acquired standing timber that is
                                                   the basis of the Annual Timber Increase for the cur-
                                                   rent fiscal year, expressed as a percentage of such
                                                   Annual Timber Increase, but not to exceed 15%)

                                               (4) If applicable, Annual Timber Increase amount to be
                                                   added to current year Planned Volume--(3) multiplied 
                                                   by (2)(c)
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
7.2(e)      $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
7.2(f)
 
            $
            -------------
 
                     MMBF
 
                     MMBF
 
                        %
            -------------
 
                     MMBF
</TABLE>
 
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
                                               (5) Annual Timber Decrease [if applicable, to be cal-
                                                   culated for each year after 1996]:
                                                   (a) Timber sold by the Company and its Subsidiaries
                                                       during calendar year                                        MMBF
                                                   (b) Timber acquired by the Company and its Subsidi-
                                                       aries during such calendar year (not including 
                                                       timber acquired with the net proceeds of excess 
                                                       harvest)                                                    MMBF
                                                   (c) (a) minus (b) (Annual Timber Decrease for such
                                                       calendar year)

                                               (6) If applicable, percentage that such Annual Timber
                                                   Decrease ((5)(c)) 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

                                               (7) If applicable, reduction in Planned Volume on
                                                   account of Annual Timber Decrease if the percentage set
                                                   forth in (6) above is 5% or greater or if the Asset
                                                   Coverage Ratio as computed below is less than
                                                   2.0:1.0--from 5(c) above

                                               (8) Planned Volume--(1) plus (3) or minus (7), as
                                                   applicable                                                      

            Asset Coverage Ratio               (1) Wholesale value of Inventory:
            [year-end only]
                                                   (a) Inventory at end of prior year [Insert detail sup-
                                                       porting computation of inventory of standing timber]        MMBF
                                                   (b) Retail value of (a) [Attach species and price
                                                       detail]
                                                   (c) 60% of (b)

                                               (2) Indebtedness at end of year (other than Indebted-
                                                   ness under the Working Capital Facility)
                                               (3) Asset Coverage Ratio--
                                               (1)(c) to (2)

            Harvesting Restrictions/           (1) Maximum allowed for any one calendar year (150% of
            [year-end only]                        Planned Volume)                                                 MMBF

                                                   Volume harvested during calendar year ending month-
                                                   day-year

                                               (2) [1997 and thereafter] Maximum allowed for any two
                                                   consecutive calendar years (140% of Planned Volume)             MMBF

                                                   Volume harvested during preceding two calendar years
                                                   ending month-day-year
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
 
                     MMBF
 
                        %
            -------------
 
                     MMBF
 
                     MMBF
 
            $
            -------------
            $
            -------------
 
            $
            -------------








            $
            -------------
                     :1.0
 
                     MMBF
 
                     MMBF
</TABLE>
 
                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
                                               (3) [1998 and thereafter] Maximum allowed for any three
                                                   calendar years (130% of Planned Volume)                         MMBF

                                               Volume harvested during preceding three calendar years
                                               ending month-day-year

                                               (4) [1999 and thereafter] Maximum allowed for any four
                                                   consecutive calendar years (120% of Planned Volume)             MMBF
    
                                           Volume harvested during preceding four calendar years
                                               ending month-day-year

7.5(f)      Loans & Investments not other-     Maximum allowed
            wise permitted
                                               (1) in 1996 calendar year                                 $   10,000,000
                                               (2) in each calendar year thereafter:
                                                   (a) Annual Investment Amount for the preceding cal-
                                                       endar year                                        $
                                                                                                        ----------------
                                                   (b) CPI for such preceding calendar year                                %
                                                                                                        ----------------
                                                   (c) (a) multiplied by (b)                             $
                                                                                                        ----------------
                                               Cumulative investment for current calendar year through
                                               month-day-year

                                               Maximum allowed during term of this Agreement
                                               (1) Basic amount                                          $   51,500,000

                                               (2) Percentage increase in the CPI from January 1, 1996
                                                   to date of determination (month-day-year)                               %
                                                                                                        ----------------
                                               (3) (1) multiplied by (2)                                 $
                                                                                                        ----------------
                                               (4) sum of (1) plus (3)                                   $
                                                                                                        ----------------
                                               Cumulative investment through month-day-year

7.6(g)      Other ordinary course unsecured    Maximum allowed
            subordinated Indebtedness                                                                    $   10,000,000
                                               Outstanding at month-day-year
7.11        Restricted Payments                Available Cash:
                                               (1) cash receipts of Company from all sources during
                                                   fiscal quarter ending month-day-year
                                               (2) reduction with respect to such fiscal quarter in
                                                   cash reserves
                                               (3) amount available to be borrowed on the last day of
                                                   such fiscal quarter under the Working Capital Facility
                                               (4) sum of (1), (2) and (3)
                                               (5) cash disbursements of Company during such fiscal
                                                   quarter
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
 
                     MMBF
 
                     MMBF
7.5(f)
 
            $
            -------------
 
            $
            -------------
7.6(g)
 
            $
            -------------









7.11        $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
 
            $
            -------------
</TABLE>
 
                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
                                               (6) cash reserves established with respect to such
                                                   fiscal quarter and increase with respect to such 
                                                   fiscal quarter in cash reserves

                                               (7) sum of (5) and (6)

                                               (8) excess of (4) over (7)

7.15        Cash Flow to Interest Expense      Cash Flow:
            Ratio
                                               (1) EBITDA
                                                   (a) Consolidated net income (or net loss) without
                                                       extraordinary losses or extraordinary gains
                                                   (b) Amounts treated as expenses for depreciation,
                                                       depiction and interest and amortization of 
                                                       intangibles
                                                   (c) Accrued taxes on or measured by income
                                                   (d) sum of (a), (b) and (c)

                                               (2) Net Proceeds from disposition of assets under
                                                   subsections 7.2(a), (b), (c), (d), or (f)(ii)(c) 
                                                   to the extent not otherwise included in EBITDA

                                               (3) Permitted Inclusions

                                               (4) additional amounts that would be included in
                                                   determining EBITDA had business (other than timberland)
                                                   acquired by Company) within such four fiscal quarter
                                                   period been owned by Company (see attached for detail
                                                   as to such good faith estimate)

                                               (5) additional amounts that would be included in
                                                   determining EBITDA had timberland acquired by Company
                                                   within such four fiscal quarter period been owned by
                                                   Company (see attached for detail as to such good faith
                                                   estimate)

                                               (6) sum of 1(d) plus (2) plus (3) plus (4) plus (5)
                                                   Interest Expense:
                                                   (1) interest expense
                                                   (2) additional interest expense that would have accrued
                                                       on Indebtedness, if any, incurred to acquire certain
                                                       businesses
                                                   (3) additional interest expense that would have accrued
                                                       on Indebtedness, if any, incurred to acquire certain
                                                       timberlands
                                                   (4) sum of (1) plus (2) plus (3)
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
 
            $
            -------------
            $
            -------------
            $
            -------------
7.15
 
            $
            -------------
 
            $
            -------------
            $
            -------------
            $
            -------------
 
            $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
</TABLE>
 
                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
                                               Ratio of Cash Flow to Interest Expense                        2.5 to 1.0

7.15        Cash Flow to Debt Service Ratio    Cash Flow (as determined above)

                                               Debt Service:

                                               (i) Interest Expense for the preceding four fiscal
                                                   quarters                                              $
                                                                                                        ----------------
                                               (ii) Amount payable by Company and its Subsidiaries on
                                                    a consolidated basis in respect of scheduled 
                                                    principal payments with Subsidiaries other than 
                                                    Facility B Loans                                     $
                                                                                                        ----------------
                                               (iii) Debt Service--(i) plus (ii)

                                               Cash Flow to Debt Service Ratio                                 1.25:1.0

            Total Debt to Cash Flow Ratio      Total Debt

                                               Cash Flow (See Section 7.15 Cash Flow calculation)

                                               Total Debt to Cash Flow Ratio

                                               Applicable Margin
                                               Commitment Fee Percentage
                                               Letter of Credit Rate

            Pro Forma Consolidated Cash Flow   Pro Forma Consolidated Cash Flow
            Ratios
                                               (1) Cash Provided by Operating Activity
                                                   (a) cash receipts (excluding cash proceeds from 
                                                       Interim Capital Transactions)
                                                   (b) (i) cash operating expenditures
                                                       (ii) cash debt service payments (other than 
                                                       certain payments or prepayments of principal 
                                                       and premium)
                                                       (iii) cash capital expenditures
                                                       (iv) sum of (i), (ii) and (iii)
                                                   (c) reductions less additions to certain cash 
                                                       reserves
                                                   (d) (a) minus (b)(iv) plus (c)

                                               (2) Cash debt service payments to extent subtracted in
                                                   determining Cash Provided by Operating Activity
                                               (3) Cash capital expenditures, except those relating to
                                                   Operating Capacity Acquisitions, Capital Additions and
                                                   Improvements and Interim Capital Transactions, to
                                                   extent subtracted in determining Cash Provided by
                                                   Operating Activity
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
                   :
            -------------
7.15        $
            -------------
 
            $
            -------------
                     :1.0
            $
            -------------
            $
            -------------
                  :
            -------------








                        %
            -------------
                        %
            -------------
%
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
 
            $
            -------------
            $
            -------------
            $
            -------------
            $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
</TABLE>
 
                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
                                               (4) Reductions minus additions to certain cash reserves

                                               (5) Additions minus reductions to certain cash reserves

                                               (6) In connection with business to be acquired or
                                                   previously acquired within such four fiscal quarters,
                                                   an amount equal to good faith estimate of such
                                                   additonal amounts that would be included in clauses
                                                   (1), (2), (3) and (4) above had such business been
                                                   owned by Company (see attached for detail as to such
                                                   good faith estimate)

                                               (7) In connection with any timberland to be acquired
                                                   with the proceeds of a Loan or previously acquired
                                                   within such four fiscal quarters, an amount equal to
                                                   good faith estimate of such additional amounts that
                                                   would be included in clauses (1), (2), (3) and (4)
                                                   above had such timberlands been owned by Company (see
                                                   attached for detail as to such good faith estimate)

                                               (8) Sum of (1), (2), (3), (4) and (5) plus or minus, as
                                                   applicable, (6) and (7)

                                               Pro Forma Interest Expense

                                               (1) Interest expense payable during four fiscal quarter
                                                   period on all Indebtedness of Company and Subsidiaries

                                               (2) Interest expense that would have been payable
                                                   during such four fiscal quarter period in respect of
                                                   any Indebtedness proposed to be incurred on such date
                                                   of determination, and Indebtedness incurred after the
                                                   end of such four fiscal quarter period and before such
                                                   date of determination

                                               (3) Sum of (1) and (2)

                                               Pro Forma Maximum Debt Service

                                               (1) Highest amount payable by Company and Subsidiaries
                                                   during any consecutive four fiscal quarters, in respect
                                                   of scheduled principal and interest with respect to all
                                                   Indebtedness of Company and Subsidiaries

                                               (2) Interest expense accrued on Facility B Loans during
                                                   the most recent four fiscal quarters

                                               (3) Sum of (1) and (2)

7.3,                                           Pro Forma Consolidated Cash Flow to Pro Forma Interest
7.6(i)                                         Expense
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
            $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
 
            $
            -------------
 
            $
            -------------
            $
            -------------
7.3,
7.6(i)             :
            -------------
</TABLE>
 
                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             AMOUNT
SECTION                REQUIREMENT                                  COMPUTATIONS                        ALLOWED/REQUIRED
----------  ---------------------------------  -------------------------------------------------------  ----------------
<S>         <C>                                <C>                                                      <C>
6.4, 7.3,                                      Pro Forma Consolidated Cash Flow to Pro Forma Maximum
7.6(i)                                         Debt Service
 
<CAPTION>
               ACTUAL
SECTION        AMOUNT
----------  -------------
<S>         <C>
6.4, 7.3,
7.6(i)            :
            -------------
</TABLE>
 
                                       20
<PAGE>





                                       21

<PAGE>

                                  SCHEDULE 2.1
 
                                  COMMITMENTS
                              AND PRO RATA SHARES
 
<TABLE>
<CAPTION>
BANK                                                                             COMMITMENT       PRO RATA SHARE
----------------------------------------------------------------------------  -----------------  ----------------
<S>                                                                           <C>                <C>
Bank of America National Trust and Savings Association......................  $   22,727,272.73      15.151515152%
ABN AMRO Bank, N.V..........................................................      19,318,181.82      12.878787880%
Societe Generale............................................................      19,318,181.82      12.878787880%
Bank of Montreal............................................................      15,000,000.00      10.000000000%
The Bank of Nova Scotia.....................................................      15,000,000.00      10.000000000%
Banque Paribas..............................................................      13,636,363.63      9.0909090880%
Key Bank....................................................................      15,000,000.00      10.000000000%
Union Bank of California, N.A...............................................      15,000,000.00      10.000000000%
Wells Fargo Bank, N.A.......................................................      15,000,000.00      10.000000000%
  TOTAL.....................................................................  $  150,000,000.00     100.000000000%
</TABLE>
 
                                       22