CROWN PACIFIC PARTNERS L P
10-Q, 1999-11-15
SAWMILLS & PLANTING MILLS, GENERAL
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Exhibit 10.9

AMENDMENT TO THE
CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP
1997 DISTRIBUTION EQUIVALENTS RIGHTS PLAN

    THIS AMENDMENT TO THE CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP 1997 DISTRIBUTION EQUIVALENTS RIGHTS PLAN (the "Plan") is made effective as of September 20, 1999 (the "Effective Date").

Recitals:

Amendments:

    The Plan is hereby amended as of the Effective Date to provide that, notwithstanding anything in the Plan or any grant agreement thereunder to the contrary, effective upon a Change in Control (as defined below):

    For purposes of this Plan, the term "Change in Control" means any transaction the effect of which is that a majority of the general partner interests in the Partnership are no longer held by one or more Affiliated Parties (as that term is defined in Section 2.2.3 of that certain Purchase Rights Agreement dated as of December 22, 1994 by and among the Partnership and certain other parties, as amended (the "Purchase Rights Agreement")), unless such interests are acquired by Peter W. Stott, Roger L. Krage, HS Corp. of Oregon, or a designee of HS Corp. of Oregon (each a "Permitted Party") pursuant to Section 3.3.1 or 6 of the Purchase Rights Agreement; provided, however, the conversion of the Company to a real estate investment trust (a "REIT") shall not be a Change in Control provided that the majority of the equity interests in the REIT immediately after such conversion are owned, directly or indirectly, by one or more of the Affiliated Parties, unless such interests are acquired by a Permitted Party.

    Except as expressly provided in this Amendment, the Plan shall remain in full force and effect.

    In witness whereof, the Partnership has executed this Amendment effective for all purposes as of the Effective Date.

    CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership
 
 
 
 
 
By: HS Corp. Of Oregon, General Partner
 
 
 
 
 
By: Fremont Timber, Inc., General Partner
 
 
 
 
 
By: 

 
 
 
 
 
Title: 



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