0001104659-04-026861 Sample Contracts

Asset Purchase Agreement (alliance)
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Arizona

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”).

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Asset Purchase Agreement (Mills)
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Washington

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”).

Purchase Agreement (KNRC/Equipment Leases)
Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general • Oregon

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”).

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general

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.)

Amendment No. 2 to Asset Purchase Agreement (Mills)
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general

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”).

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general

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.)

Amendment to Asset Purchase Agreement (Reno/Sparks)
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general

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”).

Amendment No. 1 to Purchase Agreement (KNRC/Equipment Leases)
Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general

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”).

Amendment No. 1 to Asset Purchase Agreement (Mills)
Asset Purchase Agreement • September 3rd, 2004 • Crown Pacific Partners L P • Sawmills & planting mills, general
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