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EXHIBIT 10.17.2
AMENDMENT NO. 1 TO LOAN AGREEMENT
(STRATEGIC TIMBER PARTNERS, LP
AND
PIONEER RESOURCES, LLC)
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT dated as of May 17, 1999
("Amendment"), is entered into by and among STRATEGIC TIMBER PARTNERS, LP, a
Delaware limited partnership, and Pioneer Resources, LLC, an Oregon limited
liability company, as co-borrowers (each, a "Borrower" and collectively, the
"Borrower"), the LENDERS party to the Loan Agreement (as defined below), and
ABN AMRO BANK N.V., not in its individual capacity but solely in its capacity
as the agent on behalf of the Lenders (in such capacity, the "Administrative
Agent").
RECITALS
A. The Borrowers, the Lenders and the Administrative Agent have
entered into that Loan Agreement dated as of April 9, 1999 (the "Loan
Agreement").
B. The Borrower desires to amend the Loan Agreement as provided
below and the Lenders are willing to so amend the Loan Agreement, on the terms
and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
DEFINITIONS
SECTION 1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Loan Agreement.
SECTION 2. AMENDMENTS. Effective as of the Effective Date (as defined
below), and subject to the terms of and conditions precedent to the
effectiveness of this Amendment, the Loan Agreement is amended as follows:
(a) Conditions Precedent to the Closing. The date "May 31, 1999"
referenced in the proviso of the first sentence of Section 4.1 is hereby
deleted and the date "June 30, 1999" is substituted therefor.
SECTION 3. LIMITATIONS ON AMENDMENTS.
(a) The amendment set forth in Section 2 above is effective for
the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (i) be a consent to any other amendment, waiver or
modification of any other term or condition
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of any Loan Document, or (ii) otherwise prejudice any right or remedy which the
Lenders or the Administrative Agent may now have or may have in the future
under or in connection with any Loan Document.
(B) This Amendment shall be construed in connection with and as
part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as
herein waived or amended, are hereby ratified and confirmed and shall remain in
full force and effect.
SECTION 4. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
SECTION 5. EFFECTIVENESS. This Amendment shall be deemed effective on
the date (the "Effective Date") upon which each Borrower, each Lender and the
Administrative Agent shall have duly executed and delivered this Amendment to
the Administrative Agent.
SECTION 6. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
executed as of the date first written above.
THE BORROWERS STRATEGIC TIMBER PARTNERS, L.P., a Delaware limited
partnership
By: STRATEGIC TIMBER OPERATING CO., a Delaware
corporation, its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior VP and CFO
PIONEER RESOURCES, LLC, an Oregon limited liability
company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary and VP
2.
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THE ADMINISTRATIVE AGENT ABN AMRO BANK N.V., as Administrative Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE LENDERS ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
AMSOUTH BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF MONTREAL
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
3.
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▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Printed Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Asst. Vice President
CITIZENS BANK NEW HAMPSHIRE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Relationship Manager
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President/Managing Director
FIRST SECURITY BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior V.P.
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Assistant Vice President
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NATEXIS BANQUE
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By:
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Printed Name:
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Title:
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SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
SOUTH TRUST BANK, N.A.
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Printed Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President