Crown Pacific Partners L P Sample Contracts

Crown Pacific Partners L P – ANDREWS KURTH LLP STINSON MORRISON HECKER LLP (December 21st, 2004)

CP Acquisition Company, an Oregon corporation, Crown Pacific Limited Partnership, a Delaware limited partnership (“CPLP”), Crown Pacific Partners, L.P., a Delaware limited partnership (“CPP”), CP Air, Inc., an Oregon corporation, CP Acquisition II Co., an Oregon corporation, and CP Acquisition III Co., an Oregon corporation, each a debtor and debtor-in-possession in the above-captioned Chapter 11 cases (collectively, the “Debtors”), together with the Noteholder Proponents (as defined herein), the Bank Term Lender Proponents (as defined herein), and the Creditors’ Committee (as defined herein) propose the following Second Amended Joint Consolidating Chapter 11 Plan, dated as of December 20, 2004, pursuant to section 1121(c) of the Bankruptcy Code.

Crown Pacific Partners L P – IN THE UNITED STATES BANKRUPTCY COURT (December 21st, 2004)

NOTE:  Substantially all of the Debtors’ operations are conducted through Crown Pacific Limited Partnership (“CPLP”), and information related to its operations is set forth within this Monthly Operating Report in the format requested by the Office of the United States Trustee.  Standard Balance Sheets and Income Statements, as prepared and retained in the Debtors’ normal operations, are attached for each of the other Debtors in this jointly administered case.

Crown Pacific Partners L P – Asset Purchase Agreement (Mills) (September 3rd, 2004)

This ASSET PURCHASE AGREEMENT (MILLS) is made and entered into as of July 9, 2004 (the “Effective Date”) by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”); and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).

Crown Pacific Partners L P – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (September 3rd, 2004)

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 18th day of June, 2004 by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), on the one hand, and RENO LUMBER, a Nevada corporation (“Buyer”), on the other hand.  (All capitalized terms used but not defined herein shall have the same definitions for such terms as set forth in the APA referred to below.)

Crown Pacific Partners L P – Asset Purchase Agreement (alliance) (September 3rd, 2004)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2004 (the “Effective Date”) by and among CROWN PACIFIC PARTNERS L.P., a Delaware limited partnership (“CPPLP”), CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (collectively with CPPLP, the “Seller”), Debtors-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJA (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and ALC ACQUISITION LLC, an Arizona limited liability company (the “Buyer”).

Crown Pacific Partners L P – Amendment No. 1 to Asset Purchase Agreement (Mills) (September 3rd, 2004)

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (MILLS) (the “Amendment”) is made and entered into as of August 18, 2004, by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH in the United States Bankruptcy Court for the District of Arizona filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code, and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).

Crown Pacific Partners L P – Amendment No. 1 to Purchase Agreement (KNRC/Equipment Leases) (September 3rd, 2004)

This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (KNRC/EQUIPMENT LEASES) (the “Amendment”) is made and entered into as of August 18, 2004, by and between CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH in the United States Bankruptcy Court for the District of Arizona filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code, and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).

Crown Pacific Partners L P – Amendment to Asset Purchase Agreement (Reno/Sparks) (September 3rd, 2004)

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (RENO/SPARKS) (the “Amendment”) is made and entered into as of July 20, 2004, by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH in the United States Bankruptcy Court for the District of Arizona filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code, and RENO LUMBER, a Nevada corporation (“Buyer”).

Crown Pacific Partners L P – Asset Purchase Agreement (Reno/Sparks) (September 3rd, 2004)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2004 (the “Effective Date”) by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJA (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 (the “Petition Date”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and RENO LUMBER, a Nevada corporation (“Buyer”).

Crown Pacific Partners L P – Amendment No. 2 to Asset Purchase Agreement (Mills) (September 3rd, 2004)

This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (MILLS) (the “Amendment”) is made and entered into as of August 23, 2004, by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH in the United States Bankruptcy Court for the District of Arizona filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code, and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).

Crown Pacific Partners L P – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (September 3rd, 2004)

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 2nd day of August, 2004 by and between CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership, CROWN PACIFIC PARTNERS L.P., a Delaware limited partnership (“Seller”), and ALC ACQUISITION LLC, an Arizona limited liability company (“Buyer”).  (All capitalized terms used but not defined herein shall have the same definitions for such terms as set forth in the APA referred to below.)

Crown Pacific Partners L P – Purchase Agreement (KNRC/Equipment Leases) (September 3rd, 2004)

This PURCHASE AGREEMENT is made and entered into as of July 9, 2004 (the “Effective Date”) by and between CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership (“Seller”), Debtor-in-Possession under Jointly Administered Case No. 03-11258-PHX-RJH (the “Case”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”) filed on June 29, 2003 under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and INTERNATIONAL FOREST PRODUCTS LIMITED, a British Columbia corporation (“Buyer”).

Crown Pacific Partners L P – POST-PETITION FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Lender) And Crown Pacific Limited Partnership, a Debtor and a Debtor-in- Possession (as Borrower) Dated: June 29, 2003 (August 14th, 2003)

THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, with offices located at 300 South Grand Avenue, Third Floor, Los Angeles, California 90071 (hereinafter “CIT”), is pleased to confirm the terms and conditions under which CIT shall make post-petition revolving loans and other financial accommodations to CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership and a debtor and debtor-in-possession in the Bankruptcy Case (as identified herein), with a principal place of business at 805 S.W. Broadway, Suite 1500, Portland Oregon 97205 (herein the “Company”).

Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Steven E. Dietrich) (March 31st, 2003)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this December 31, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and Steven E. Dietrich (“Executive”).

Crown Pacific Partners L P – THIRD AMENDMENT (FACILITY B) (April 29th, 2002)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third Amendment"), dated as of April 19, 2002, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as agent for the Banks (the "Agent"), and those financial institutions parties to the Agreement (collectively, the "Banks") signatory hereto.

Crown Pacific Partners L P – NOTE PURCHASE OVERRIDE AGREEMENT (April 29th, 2002)

NOTE PURCHASE OVERRIDE AGREEMENT (this "Agreement"), dated as of April 19, 2002, among Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), and the Holders party hereto. Capitalized terms used herein have the respective meanings ascribed thereto in Article I hereof.

Crown Pacific Partners L P – INTERCREDITOR AGREEMENT (April 29th, 2002)

This INTERCREDITOR AGREEMENT dated as of April 19, 2002 (this "Agreement") is entered into between and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), CROWN PACIFIC PARTNERS, L.P., a Delaware limited partnership and owner of 99% of the Borrower (the "Partnership"), BANK OF AMERICA, N.A. ("Bank of America"), a national banking association, as agent (in such capacity, together with its agents and successors and permitted assigns, the "Agent") for each of the lenders (together with each of their successors and permitted assigns, individually a "Lender," and collectively the "Lenders") now or hereafter party to the Existing Facility A Credit Agreement (as hereinafter defined) and as collateral agent (in such capacity, and together with its agents and successors and permitted assigns, the "Collateral Agent") for each of the Lenders and for each of the holders (individually a "Noteholder," and collectively the "Noteholders") from time to time of the

Crown Pacific Partners L P – SCHEDULE 1.1B UNIFORM COVENANTS AND EVENTS OF DEFAULT (April 29th, 2002)
Crown Pacific Partners L P – REGISTRATION RIGHTS AGREEMENT (April 29th, 2002)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 19th day of April, 2002, between Crown Pacific Partners, L.P., a Delaware limited partnership (the "Parent"), Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company"), and the Note Holders party hereto.

Crown Pacific Partners L P – THIRD AMENDMENT (FACILITY A) (April 29th, 2002)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third Amendment"), dated as of April 19, 2002, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as agent for the Banks (the "Agent"), and those financial institutions parties to the Agreement (collectively, the "Banks") signatory hereto.

Crown Pacific Partners L P – SECOND AMENDMENT (November 14th, 2001)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT ("Second Amendment"), dated as of November 7, 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 Agreement (collectively, the "Banks") signatory hereto.

Crown Pacific Partners L P – SECOND AMENDMENT (November 14th, 2001)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Second Amendment"), dated as of November 7, 2001, is entered into by and among CROWN PACIFIC LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), BANK OF AMERICA, N.A., as agent for the Banks (the "Agent"), and those financial institutions parties to the Agreement (collectively, the "Banks") signatory hereto.

Crown Pacific Partners L P – QuickLinks -- Click here to rapidly navigate through this document (May 15th, 2001)

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.

Crown Pacific Partners L P – QuickLinks -- Click here to rapidly navigate through this document (May 15th, 2001)

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

Crown Pacific Partners L P – ASSUMPTION AGREEMENT This ASSUMPTION AGREEMENT (this "Agreement") dated as of February 18, 2000 is made between Crown Pacific Limited Partnership, a Delaware limited partnership (the "Company") and Bank Hapoalim B.M. (the "Assuming Bank"). RECITALS WHEREAS, the Company is party to (i) the Amended and Restated Credit Agreement, dated as of December 1, 1999 (as amended, amended and restated, modified, supplemented or renewed, the "Facility A Credit Agreement"), among the Company, certain Banks that are signatories thereto, Bank of Montreal and KeyBank National Association, as co-agents, Union Ba (May 15th, 2000)
Crown Pacific Partners L P – AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT Dated as of December 1, 1999 among CROWN PACIFIC LIMITED PARTNERSHIP, as the Company BANK OF AMERICA N.A., as Agent, Issuing Bank and Swingline Bank, UNION BANK OF CALIFORNIA, N.A. as Syndication Agent, BANK OF MONTREAL and KEYBANK NATIONAL ASSOCIATION, as Co- Agents and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Arranged By BANC OF AMERICA SECURITIES LLC (March 30th, 2000)
Crown Pacific Partners L P – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 1, 1999 among CROWN PACIFIC LIMITED PARTNERSHIP, as the Company BANK OF AMERICA N.A., as Agent, UNION BANK OF CALIFORNIA, N.A. as Syndication Agent and BANK OF MONTREAL and KEYBANK NATIONAL ASSOCIATION, as Co-Agents and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO Arranged By BANC OF AMERICA SECURITIES LLC (March 30th, 2000)
Crown Pacific Partners L P – CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP 2000 UNIT OPTION PLAN SECTION 1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE 1.1 Establishment of Plan. Crown Pacific Management Limited Partnership, a Delaware limited partnership (the "Manager"), hereby establishes the CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP 2000 UNIT OPTION PLAN (the "Plan"), for the benefit of eligible employees of the Manager. Subject to the terms and conditions provided herein, the Plan provides for rewarding participating employees with a transfer of Common Units (as defined herein) representing an ownership interest in C (March 30th, 2000)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Roger L. Krage) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and ROGER L. KRAGE ("Executive"). Recitals: A. The Partnership serves as the managing general partner or sole general partner of Crown Pacific Partners, L.P., a Delaware limited partnership ("Crown Partners"), Crown Pacific Limited Partnership, a Delaware limited partnership ("CPLP"), and certain other af (November 15th, 1999)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Richard D. Snyder) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and RICHARD D. SNYDER ("Executive"). Recitals: A. The Partnership serves as the managing general partner or sole general partner of Crown Pacific Partners, L.P., a Delaware limited partnership ("Crown Partners"), Crown Pacific Limited Partnership, a Delaware limited partnership ("CPLP"), and certain ot (November 15th, 1999)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 15th, 1999)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Sandy Fulton) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and SANDY FULTON ("Executive"). Recitals: A. The Partnership serves as the managing general partner or sole general partner of Crown Pacific Partners, L.P., a Delaware limited partnership ("Crown Partners"), Crown Pacific Limited Partnership, a Delaware limited partnership ("CPLP"), and certain other affili (November 15th, 1999)
Crown Pacific Partners L P – AMENDMENT TO THE CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP 1994 UNIT OPTION PLAN THIS AMENDMENT TO THE CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP 1994 UNIT OPTION PLAN (the "Plan") is made effective as of September 20, 1999 (the "Effective Date"). Recitals: A. Section 13 of the Plan provides that it may be amended by the Board of Control of the Partnership (the "Board"). B. Capitalized terms used but not defined herein have the respective meanings set forth in the Agreement. C. The Board desires to amend the Plan as set forth herein. Amendments: The Plan is hereby amended to provide that, (November 15th, 1999)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Peter W. Stott) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and PETER W. STOTT ("Executive"). Recitals: A. The Partnership serves as the managing general partner or sole general partner of Crown Pacific Partners, L.P., a Delaware limited partnership ("Crown Partners"), Crown Pacific Limited Partnership, a Delaware limited partnership ("CPLP"), and certain other af (November 15th, 1999)
Crown Pacific Partners L P – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 15th, 1999)