EXHIBIT 10.2

THIS
FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT ("First Amendment"), dated as of April 20, 2001, is
entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as letter of credit
issuing bank and agent for itself and the Banks (the "Agent"), and those financial institutions parties to the Credit Agreement (collectively, the
"Banks") signatory hereto.

RECITALS

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

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

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



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of the date first above written.

| |  | CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership               
| |  | --------------------------------------------------------------------------------
| |  | By:                                                                             
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | BANK OF AMERICA, N.A., as Agent, a Bank, the Swingline Bank and the Issuing Bank
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | UNION BANK OF CALIFORNIA, N.A., as Syndication Agent and as a Bank              
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | BANK OF MONTREAL, as Co-Agent and as a Bank                                     
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | KEYBANK NATIONAL ASSOCIATION, as Co-Agent and as a Bank                         
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | ABN AMRO BANK, N.V.                                                             
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | SUNTRUST BANK                                                                   
| |  | By:                                                                             
| |  | Title:                                                                          
| |  | WELLS FARGO BANK, N.A.                                                          
| |  | By:                                                                             
| |  | Title:                                                                          

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| |  | SUMITOMO MITSUI BANKING CORPORATION           
| |  | ----------------------------------------------
| |  | By:                                           
| |  | Title:                                        
| |  | BNP PARIBAS (Successor in Interest to Paribas)
| |  | By:                                           
| |  | Title:                                        
| |  | FIRST UNION NATIONAL BANK                     
| |  | By:                                           
| |  | Title:                                        
| |  | BANK HAPOALIM, B.M.                           
| |  | By:                                           
| |  | Title:                                        

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Exhibit A

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



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

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8.2Asset Dispositions.



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provided,however, that any exchange permitted by this subsection 8.2(e) may be in the form of a tax
deferred exchange so long as such tax deferred exchange is completed within 180 days; and



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

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

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

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