<PAGE>
                                                                    Exhibit 10.2


                                CREDIT AGREEMENT

                          Dated as of November 26, 2002

                                      among

                          PLUM CREEK TIMBERLANDS, L.P.,

                     THE FINANCIAL INSTITUTIONS PARTY HERETO
                          FROM TIME TO TIME AS LENDERS,
                                 as the Lenders,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                PORTLAND BRANCH

                                       and

                              WACHOVIA BANK, N.A.,
                              as Syndication Agents

                                 SUNTRUST BANK,

                                SCOTIABANC INC.,

                                       and

                      NORTHWEST FARM CREDIT SERVICES, PCA,
                             as Documentation Agents

                         BANC OF AMERICA SECURITIES LLC,
                                   as Arranger


                                       i
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page

<S>                                                                                                        <C>
Table of Schedules and Exhibits.........................................................................     vi

EXHIBITS................................................................................................     vi

Exhibit A - Notice of Borrowing.........................................................................     vi

Exhibit B - Notice of Conversion/Continuation...........................................................     vi

Exhibit C - Legal Opinion of Counsel for the Company....................................................     vi

Exhibit D - Compliance Certificate......................................................................     vi

Exhibit E - Form of Cash Collateral Account Agreement...................................................     vi

Exhibit F - Form of Assignment and Assumption Agreement.................................................     vi

Exhibit G - Form of Revolving Credit Promissory Note....................................................     vi

ARTICLE I Definitions...................................................................................      1

      1.1     Defined Terms.............................................................................      1

      1.2     Other Interpretive Provisions.............................................................     36

      1.3     Accounting Principles.....................................................................     37

ARTICLE II The Credits..................................................................................     38

      2.1     Amounts and Terms of Commitments..........................................................     38

      2.2     Evidence of Indebtedness..................................................................     38

      2.3     Procedure for Borrowing...................................................................     39

      2.4     Conversion and Continuation Elections for Borrowings......................................     40

      2.5     Voluntary Termination or Reduction of Commitments.........................................     42

      2.6     Optional Prepayments......................................................................     42

      2.7     Mandatory Prepayments of Loans; Mandatory Commitment Reductions...........................     42

      2.8     Repayment.................................................................................     44

      2.9     Interest..................................................................................     44

      2.10    [Intentionally Omitted]...................................................................     44

      2.11    Fees......................................................................................     44
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                                                          <C>
      2.12    Computation of Fees and Interest..........................................................     45

      2.13    Payments by the Company...................................................................     46

      2.14    Payments by the Lenders to the Administrative Agent.......................................     47

      2.15    Sharing of Payments, Etc..................................................................     48

      2.16    Loan Tranches.............................................................................     48

ARTICLE III [Intentionally Omitted].....................................................................     49

ARTICLE IV Taxes, Yield Protection And Illegality.......................................................     49

      4.1     Taxes.....................................................................................     49

      4.2     Illegality................................................................................     53

      4.3     Increased Costs and Reduction of Return...................................................     54

      4.4     Funding Losses............................................................................     54

      4.5     Inability to Determine Rates..............................................................     55

      4.6     Certificate of Lender.....................................................................     55

      4.7     Survival..................................................................................     56

ARTICLE V Conditions Precedent..........................................................................     56

      5.1     Conditions of Initial Credit Extensions...................................................     56

      5.2     Conditions to All Credit Extensions.......................................................     60

ARTICLE VI Representations And Warranties...............................................................     60

      6.1     Corporate Existence and Power.............................................................     61

      6.2     Authorization; No Contravention...........................................................     61

      6.3     Governmental and Third Party Authorization................................................     61

      6.4     Binding Effect............................................................................     62

      6.5     Litigation................................................................................     62

      6.6     No Default................................................................................     62

      6.7     ERISA Compliance..........................................................................     63

      6.8     Use of Proceeds; Margin Regulations.......................................................     64

      6.9     Title to Properties.......................................................................     65

      6.10    Taxes.....................................................................................     65

      6.11    Financial Condition.......................................................................     65

      6.12    Environmental Matters.....................................................................     66

      6.13    Regulated Entities........................................................................     67
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
      6.14    No Burdensome Restrictions................................................................     67

      6.15    Solvency..................................................................................     67

      6.16    Labor Relations...........................................................................     67

      6.17    Copyrights, Patents, Trademarks and Licenses, Etc.........................................     67

      6.18    Subsidiaries..............................................................................     68

      6.19    Partnership Interest......................................................................     68

      6.20    Insurance.................................................................................     68

      6.21    Full Disclosure...........................................................................     68

      6.22    Changes, etc..............................................................................     68

      6.23    Tax Matters Agreement; Tax Opinion Insurance Policy.......................................     69

ARTICLE VII Affirmative Covenants.......................................................................     69

      7.1     Financial Statements......................................................................     69

      7.2     Certificates; Other Information...........................................................     70

      7.3     Notices...................................................................................     71

      7.4     Preservation of Partnership Existence, Etc................................................     73

      7.5     Maintenance of Property...................................................................     74

      7.6     Insurance.................................................................................     74

      7.7     Payment of Obligations....................................................................     74

      7.8     Compliance with Laws......................................................................     74

      7.9     Inspection of Property and Books and Records..............................................     75

      7.10    Environmental Laws........................................................................     75

      7.11    Use of Proceeds...........................................................................     75

      7.12    Solvency..................................................................................     76

      7.13    Notices and Information Relating to Specified Tax Liabilities and Tax Claims..............     76

ARTICLE VIII Negative Covenants.........................................................................     76

      8.1     Limitation on Liens.......................................................................     76

      8.2     Merger; Disposition of Assets.............................................................     79

      8.3     Harvesting Restrictions...................................................................     81

      8.4     Loans and Investments.....................................................................     82

      8.5     Limitation on Indebtedness................................................................     84
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
      8.6     Transactions with Affiliates..............................................................     87

      8.7     Use of Proceeds...........................................................................     87

      8.8     Sale of Stock and Indebtedness of Subsidiaries............................................     88

      8.9     Certain Contracts.........................................................................     88

      8.10    Joint Ventures............................................................................     89

      8.11    Compliance with ERISA.....................................................................     89

      8.12    Sale and Leaseback........................................................................     90

      8.13    Restricted Payments.......................................................................     90

      8.14    Change in Business........................................................................     91

      8.15    Issuance of Stock by Subsidiaries.........................................................     92

      8.16    Amendments................................................................................     92

      8.17    Available Cash............................................................................     92

      8.18    Interest Coverage Ratio...................................................................     93

      8.19    Maximum Leverage Ratio....................................................................     93

      8.20    Tax Matters Agreement.....................................................................     93

ARTICLE IX Events Of Default............................................................................     94

      9.1     Event of Default..........................................................................     94

      9.2     Remedies..................................................................................     97

      9.3     Rights Not Exclusive......................................................................     98

ARTICLE X The Administrative Agent......................................................................     98

      10.1    Appointment and Authorization.............................................................     98

      10.2    Delegation of Duties......................................................................     99

      10.3    Liability of Administrative Agent.........................................................     99

      10.4    Reliance by Administrative Agent..........................................................     99

      10.5    Notice of Default........................................................................     100

      10.6    Credit Decision; Disclosure of Information by Administrative Agent.......................     101

      10.7    Indemnification of Administrative Agent..................................................     101

      10.8    Each Agent in Individual Capacity........................................................     102

      10.9    Successor Administrative Agent...........................................................     103

      10.10   Syndication Agents, Documentation Agents and Arranger....................................     103
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                                                                                                         <C>
      10.11   Administrative Agent May File Proofs of Claim............................................     104

ARTICLE XI Miscellaneous...............................................................................     105

      11.1    Amendments and Waivers...................................................................     105

      11.2    Notices..................................................................................     106

      11.3    No Waiver; Cumulative Remedies...........................................................     107

      11.4    Costs and Expenses.......................................................................     108

      11.5    Indemnity................................................................................     108

      11.6    Marshalling; Payments Set Aside..........................................................     109

      11.7    Successors and Assigns...................................................................     110

      11.8    Assignments, Participations, Etc.........................................................     110

      11.9    Confidentiality..........................................................................     113

      11.10   Set-off..................................................................................     114

      11.11   Automatic Debits of Fees.................................................................     115

      11.12   Notification of Addresses, Lending Offices, Etc..........................................     115

      11.13   Counterparts.............................................................................     115

      11.14   Severability.............................................................................     115

      11.15   No Third Parties Benefited...............................................................     115

      11.16   Survival of Representations and Warranties...............................................     116

      11.17   Interest Rate Limitation.................................................................     116

      11.18   Governing Law and Jurisdiction...........................................................     116

      11.19   Service of Process.......................................................................     117

      11.20   Waiver of Jury Trial.....................................................................     117

      11.21   Entire Agreement.........................................................................     117
</TABLE>


                                       v
<PAGE>

                         TABLE OF SCHEDULES AND EXHIBITS

                                    SCHEDULES

Schedule 1.1 - Corporate Investment Policy

Schedule 2.1 - Commitments

Schedule 6.7 - Plans

Schedule 6.12 - Environmental Matters

Schedule 6.18 - Subsidiaries

Schedule 6.22 - Changes, Etc.

Schedule 8.1 - Permitted Liens

Schedule 8.4 - Permitted Investments

Schedule 11.2 - Addresses for Notices

                                    EXHIBITS

Exhibit A - Notice of Borrowing

Exhibit B - Notice of Conversion/Continuation

Exhibit C - Legal Opinion of Counsel for the Company

Exhibit D - Compliance Certificate

Exhibit E - Form of Cash Collateral Account Agreement

Exhibit F - Form of Assignment and Assumption Agreement

Exhibit G - Form of Revolving Credit Promissory Note


                                       vi
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT is dated as of November 26, 2002, and entered into
among PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (the
"Company"), the financial institutions from time to time party to this Agreement
as lenders (collectively, the "Lenders"; individually, a "Lender"), THE BANK OF
TOKYO-MITSUBISHI, LTD., PORTLAND BRANCH, and WACHOVIA BANK, N.A., as syndication
agents for the Lenders (collectively, the "Syndication Agents"; individually, a
"Syndication Agent"), SUNTRUST BANK, SCOTIABANC INC. AND NORTHWEST FARM CREDIT
SERVICES, PCA, as documentation agents for the Lenders (collectively, the
"Documentation Agents"; individually, a "Documentation Agent"), and BANK OF
AMERICA, N.A., as administrative agent for the Lenders.

      WHEREAS, the Lenders have agreed to make available to the Company a
revolving credit facility upon the terms and conditions set forth in this
Agreement;

      NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 DEFINED TERMS

      In addition to the terms defined elsewhere in this Agreement, the
following terms have the following meanings:

      "Administrative Agent" means Bank of America in its capacity as
administrative agent for the Lenders hereunder, or any successor administrative
agent.

      "Administrative Agent's Payment Office" means the address for payments set
forth on Schedule 11.2 in relation to the Administrative Agent or such other
address as the Administrative Agent may from time to time specify to the Company
and the Lenders in accordance with Section 11.2.

      "Administrative Agent-Related Persons" means Bank of America (including
Bank of America in its capacity as the Administrative Agent) and Banc of America
Securities (including Banc of America Securities in its capacity as the
Arranger), together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

      "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of


                                       1
<PAGE>

the management and policies of the other Person, whether through the ownership
of voting securities, by contract or otherwise. Without limitation, any
director, executive officer or beneficial owner of 5% or more of the equity of a
Person shall for the purposes of this Agreement, be deemed to control the other
Person. Notwithstanding the foregoing, no Lender shall be deemed an "Affiliate"
of the Company or of any Subsidiary of the Company.

      "Aggregate Commitment Percentage" means, at any time, with respect to each
Lender, the percentage (carried out to the ninth decimal place) equivalent of
(a) the aggregate amount of such Lender's Revolving Credit Commitment at such
time (or, if such Lender's Revolving Credit Commitment shall have terminated,
the aggregate Effective Amount of such Lender's Revolving Loans at such time)
divided by (b) the Aggregate Commitments.

      "Aggregate Commitments" means, at any time, the Aggregate Revolving Credit
Commitment in effect at such time (or, if the Aggregate Revolving Credit
Commitment shall have terminated, the aggregate Effective Amount of the
Revolving Loans at such time).

      "Aggregate Revolving Credit Commitment" means the combined Revolving
Credit Commitments of the Lenders, as such amount may be terminated or reduced
from time to time pursuant to this Agreement.

      "Agreement" means this Credit Agreement, as amended from time to time in
accordance with the terms hereof.

      "Applicable Margin" means, in respect of all Loans outstanding on any date
(A) for the period from the Closing Date through March 31, 2003, 1.175% for
Eurodollar Rate Loans and 0.1750% for Base Rate Loans, and (B) from April 1,
2003, the percentage specified below opposite the Pricing Leverage Ratio (which
ratio shall be calculated on a four quarter rolling basis for the relevant
fiscal quarter) calculated for the periods described below.

<TABLE>
<CAPTION>
   PRICING LEVERAGE RATIO AT END OF FISCAL QUARTER                        APPLICABLE MARGIN
   -----------------------------------------------                        -----------------
                                                             Eurodollar Rate                Base Rate
                                                             ---------------                ---------
<S>                                                          <C>                            <C>
Greater than or equal to 3.75                                    1.3500%                     0.3500%
Less than 3.75 but greater than or equal to 3.00                 1.1750%                     0.1750%
Less than 3.00 but greater than or equal to 2.50                 1.0000%                     0.0000%
Less than 2.50 but greater than or equal to 2.00                 0.8000%                     0.0000%
Less than 2.00                                                   0.6000%                     0.0000%
</TABLE>


                                       2
<PAGE>

      The Applicable Margin for each fiscal quarter commencing on and after
April 1, 2003 shall be calculated in reliance on the financial reports delivered
pursuant to subsections 7.1(a) and 7.1(c) and the certificate delivered pursuant
to subsection 7.2(b) with respect to the fiscal quarter ending one fiscal
quarter before the fiscal quarter in question (e.g., June 30 financials
determine the Applicable Margin for the fiscal quarter beginning October 1). If
the Company fails to deliver such financial reports and certificate to the
Administrative Agent for any fiscal quarter by the beginning of the second
succeeding fiscal quarter (e.g., by October 1 for the fiscal quarter ending June
30), then the Applicable Margin for the following fiscal quarter (e.g., October
1 through December 31) shall equal the next higher Applicable Margin as set
forth in the chart above immediately above the previously effective Applicable
Margin; thus, for example, if the Applicable Margin had previously been 1.0000%
for Eurodollar Rate Loans and 0.0000% for Base Rate Loans, a failure to deliver
quarterly financials by the first day of the next fiscal quarter would cause the
Applicable Margin to be 1.1750% and 0.1750%, respectively, for the duration of
that quarter. In addition, if such financial reports and certificate when
delivered indicate that the Applicable Margin for such period should have been
higher than the Applicable Margin provided for in the previous sentence, then
the Company shall pay on the date of delivery of such financial reports and
certificate an amount equal to the positive difference, if any, between the
interest that the Company should have paid hereunder had the financial reports
and certificate been delivered on a timely basis over what the Company actually
paid. The Applicable Margin shall be adjusted automatically as to all Loans then
outstanding (without regard to the timing of Interest Periods) as of the
effective date of any change in the Applicable Margin.

      "Approved Fund" has the meaning specified in Section 11.8(g).

      "Arranger" means Banc of America Securities LLC.

      "Assessment Rate" has the meaning specified in Section 4.3(a).

      "Asset Sales" means any sale or disposition of Properties (other than
inventory in the Ordinary Course of Business) of the Company, any of its
Subsidiaries or any other Person in which the Company holds an equity or other
ownership interest, by the Company, such Subsidiary or such other Person.


                                       3
<PAGE>

      "Assignment and Assumption Agreement" means an Assignment and Assumption
Agreement substantially in the form of Exhibit F.

      "Attorney Costs" means and includes all fees and disbursements of any law
firm or other external counsel, the allocated cost of internal legal services
and all disbursements of internal counsel.

      "Available Cash" means, with respect to any calendar quarter, (i) the sum
of:

            (a) the Company's net income (or net loss) (excluding gain on the
      sale of any Capital Asset) for such quarter,

            (b) the amount of depletion, depreciation, amortization and other
      noncash charges utilized in determining net income of the Company for such
      quarter,

            (c) the amount of any reduction in reserves of the Company of the
      types referred to in clause (ii)(d) below,

            (d) proceeds received by the Company from the sale of Designated
      Acres,

            (e) any Cash from Capital Transactions received by the Company
      during such quarter in specific contemplation that such Cash from Capital
      Transactions will be used to refund or refinance any payment of
      Indebtedness of the type specified in clause (ii)(a) below which was made
      in either of the two immediately preceding quarters,

            (f) (A) with respect to the calendar quarter ended September 30,
      2001, only, $140,000,000 and (B) other Cash from Capital Transactions
      received by the Company during the relevant quarter up to an aggregate
      amount equal to $200,000,000 for all calendar quarters, commencing with
      the calendar quarter that ended March 31, 2002, less the aggregate of
      other amounts of such $200,000,000 utilized in the calculation Available
      Cash for previous calendar quarters; and

            (g) without duplication in respect of clauses (i)(e) and (i)(f)
      above, in the event of any Asset Sale, an amount equal to that portion of
      the Net Proceeds received from such sale that was applied to the repayment
      of the Qualified Debt in accordance with Section 2.7(a)(i) or 8.2(i) but
      not to exceed an amount equal to 50% of the Net Proceeds received from
      such sale; provided, that, the cumulative increase to Available Cash
      pursuant to this clause (i)(g) (after giving effect to any current
      increase in respect thereof) with respect to any Asset Sale shall not
      exceed, in any event, an amount equal to the Net Proceeds from such Asset
      Sale less the cumulative


                                       4
<PAGE>

      amount of such Net Proceeds applied to the repayment of Qualified Debt and
      to the purchase of productive assets in accordance with Section 2.7(a)(i)
      or 8.2(i);

less (ii) the sum of:

            (a) all payments of principal on Indebtedness made by the Company in
      such quarter (excluding any payments of principal on Indebtedness made
      with Cash from Capital Transactions received by the Company during such
      quarter or, to the extent such Cash from Capital Transactions remains
      available, received by the Company during the four immediately preceding
      quarters),

            (b) capital expenditures made by the Company during such quarter
      (excluding any capital expenditures for such quarter made with Cash from
      Capital Transactions received by the Company during such quarter or, to
      the extent such Cash from Capital Transactions remains available, received
      by the Company during the four immediately preceding quarters, and capital
      expenditures which the General Partner reasonably anticipates will be
      financed with Cash from Capital Transactions within 90 days from the end
      of such quarter),

            (c) the amount of any capital expenditures made by the Company in a
      prior quarter which was anticipated would be financed from Cash from
      Capital Transactions but which have not been financed from such source
      within 90 days from the end of such quarter,

            (d) the amount of any reserves of the Company established during
      such quarter which are necessary or appropriate (1) to provide funds for
      the future payment of items of the types specified in clauses (ii)(a) and
      (ii)(b) above, (2) to provide additional working capital, (3) to provide
      funds for cash distributions with respect to any one or more of the next
      four quarters, or (4) to provide funds for the future payment of interest
      in an amount equal to the interest to be accrued in the next quarter,

            (e) the amount of any noncash items of income utilized in
      determining net income of the Company for such quarter,

            (f) the amount of any Investments in the form of cash or cash
      equivalents (other than guarantees, contingent liabilities or
      endorsements, except to the extent payments are actually made under such
      guarantees, contingent liabilities or endorsements) made by the Company
      during such quarter pursuant to subsections 8.4(a), (h) or (i) (or, in the
      case of any Subsidiary, Investments in the form of cash or cash
      equivalents (other than guarantees, contingent liabilities or
      endorsements, except to the extent


                                       5
<PAGE>

      payments are actually made under such guarantees, contingent liabilities
      or endorsements) of similar type) to the extent not included in capital
      expenditures or payments on principal on Indebtedness made by the Company
      during such quarter (excluding any such Investments for such quarter made
      with Cash from Capital Transactions received by the Company during such
      quarter or, to the extent such Cash from Capital Transactions remains
      available, received by the Company during the four immediately preceding
      quarters, and Investments which the General Partner reasonably anticipates
      will be financed with Cash from Capital Transactions within 90 days from
      the end of such quarter), and

            (g) the amount of any Investments (other than guarantees, contingent
      liabilities or endorsements, except to the extent payments are actually
      made under such guarantees, contingent liabilities or endorsements) made
      by the Company in a prior quarter pursuant to subsections 8.4(a), (h) or
      (i) (or in the case of any Subsidiary, Investments (other than guarantees,
      contingent liabilities or endorsements, except to the extent payments are
      actually made under such guarantees, contingent liabilities or
      endorsements) of similar type) to the extent not included in capital
      expenditures made by the Company during such quarter which was anticipated
      would be financed from Cash from Capital Transactions but which have not
      been financed from such source within 90 days from the end of such
      quarter.

      Notwithstanding the foregoing, "Available Cash" shall not take into
account any reductions in reserves or disbursements made or reserves established
after commencement of the dissolution and liquidation of the Company. In
determining "Available Cash," (i) all items under clauses (i)(a), (b), (c), (d),
(e), (f) and (g) above and all items under clauses (ii)(a), (b), (c), (d), (e),
(f) and (g) above shall be (A) calculated on a consolidated basis with any
Subsidiary of the Company whose income is accounted for on a consolidated basis
with the Company and (B) calculated on a consolidated basis with any other
Person in which the Company directly or indirectly holds an equity or other
ownership interest, and, in accordance therewith, "Available Cash" shall include
a percentage of each such item of each such Subsidiary or such other Person
equal to the Company's percentage ownership interest in such Subsidiary or such
other Person; provided, however, that the items under clauses (i)(a), (b), (c),
(d), (e), (f) and (g) above shall only be included in Available Cash to the
extent that the General Partner determines such amount to be legally available
for dividends or distributions to the Company of a Subsidiary by such Subsidiary
or such other Person; (ii) the amount of net income and the amount of depletion,
depreciation, amortization and other noncash charges utilized in determining net
income shall be determined, with respect to the Company, by the General Partner
in accordance with generally accepted accounting principals and, with respect to
any Subsidiary or other Person in which the Company directly or indirectly holds
an equity or other ownership interest, by its Board of Directors (or by such
other body or person which has the ultimate management authority of such


                                       6
<PAGE>

Subsidiary or such other Person) in accordance with generally accepted
accounting principles; (iii) the net income of any Subsidiary or other Person in
which the Company directly or indirectly holds an equity or other ownership
interest shall be determined on an after-tax basis; (iv) the amount of any
reductions in, or additions to, reserves for purposes of clauses (i)(c) and
(ii)(d) above shall be determined, with respect to the Company, by the General
Partner in its reasonable good faith judgment and, with respect to any
Subsidiary or other Person in which the Company directly or indirectly holds an
equity or other ownership interest, by its Board of Directors (or by such other
body or person which has the ultimate management authority of such Subsidiary or
such Person) in its reasonable good faith judgment; and (v) any determination of
whether any capital expenditures or Investments are financed, or anticipated to
be financed, with Cash from Capital Transactions for purposes of clause (ii)(b)
or (ii)(f) above shall be made, with respect to the Company, by the General
Partner in its reasonable good faith judgment and, with respect to any
Subsidiary or other Person in which the Company directly or indirectly holds an
equity or other ownership interest, by its Board of Directors (or by such other
body or person which has the ultimate management authority of such Subsidiary or
such Person) in its reasonable good faith judgment.

      Subject to the immediately succeeding sentence, any increase to Available
Cash pursuant to clause (i)(g) above shall be made in the calendar quarter in
which Qualified Debt is repaid in accordance with such clause (irrespective of
the calendar quarter in which the Asset Sale occurred). Notwithstanding the
foregoing, the item under clause (i)(g) above shall only be included in the
calculation of Available Cash if (A) the Company has delivered to the
Administrative Agent a Compliance Certificate in the form of Exhibit D for the
calendar quarter in which the payment of Qualified Debt in accordance with
clause (i)(g) above is made, and (B) the Pricing Leverage Ratio as the last day
of such calendar quarter is less than 4.0 to 1.0.

      "Banc of America Securities" means Banc of America Securities LLC, and its
successor.

      "Bank of America" means Bank of America, N.A., a national banking
association, and its successor.

      "Bank of America Fee Letter" means the letter agreement dated October 28,
2002, among Bank of America, Banc of America Securities and the Company, as it
may be amended from time to time.

      "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C.Section 101, et seq.).


                                       7
<PAGE>

      "Base Rate" means, for any day, a fluctuating rate per annum equal to the
higher of:

            (a) the rate of interest in effect for such day as publicly
      announced from time to time by Bank of America as its "prime rate". The
      "prime rate" is a rate set by Bank of America based upon various factors
      including Bank of America's costs and desired return, general economic
      conditions and other factors, and is used as a reference point for pricing
      some loans, which may be priced at, above, or below such announced rate;
      and

            (b) 0.50% per annum above the latest Federal Funds Rate.

Any change in the prime rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "Board Foot" means a unit of measurement one foot square and one inch
thick.

      "Borrowing" means a borrowing hereunder consisting of Loans of the same
Type made to the Company on the same day by the Lenders pursuant to Article II,
and, other than in the case of Base Rate Loans, having the same Interest Period.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in New York City or San Francisco are authorized or
required by law to close and, if the applicable Business Day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar market.

      "Capital Adequacy Regulation" means any guideline, request or directive of
any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

      "Capital Asset" means any asset on the Company's or any Subsidiary's
balance sheet, as the case may be, other than inventory, accounts receivable or
any other current asset and assets disposed of in connection with normal
retirements or replacements.

      "Capital Expenditure Tranche" has the meaning specified in Section 2.16.

      "Capital Expenditure Tranche Loan" means a Loan allocated by the Company
to the Capital Expenditure Tranche as provided in Section 2.16.


                                       8
<PAGE>

      "Capital Lease" has the meaning specified in the definition of "Capital
Lease Obligations".

      "Capital Lease Obligations" means all monetary obligations of the Company
or any of its Subsidiaries under any leasing or similar arrangement which, in
accordance with GAAP, is classified as a capital lease ("Capital Lease").

      "Capital Stock" means any and all shares, interests, participations, units
or other equivalents (however designated) of capital stock of a corporation, and
any and all equivalent ownership interests in a Person other than a corporation.

      "Capital Transaction" means (i) borrowings and sales of debt securities
(other than for working capital purposes and other than for items purchased on
open account in the ordinary course of business) by the Company, (ii) sales of
equity interests by the REIT the proceeds of which are contributed to the
Company, and (iii) sales or other voluntary or involuntary dispositions of any
assets of the Company (other than (x) sales or other dispositions of inventory
in the ordinary course of business, (y) sales or other dispositions of other
current assets including receivables and accounts and (z) sales or other
dispositions of assets as a part of normal retirements or replacements), in each
case prior to the commencement of the dissolution and liquidation of the
Company, provided that in determining Cash from Capital Transactions, items (i),
(ii) and (iii) above shall include, with respect to each Subsidiary of the
Company whose income is accounted for on a consolidated basis with the Company,
a percentage of each such item of such Subsidiary equal to the Company's
percentage ownership interest in such Subsidiary.

      "Cash Collateral Account Agreement" means an agreement or agreements
entered into between the Company and the Administrative Agent substantially in
the form of Exhibit E.

      "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, as collateral for the Loans, cash or deposit account balances pursuant
to a Cash Collateral Account Agreement. Derivatives of such term shall have
corresponding meaning.

      "Cash from Capital Transactions" means at any date, such amounts of cash
as are determined by the General Partner to be cash made available to the
Company from or by reason of a Capital Transaction.

      "CERCLA" has the meaning specified in the definition of "Environmental
Laws".


                                       9
<PAGE>

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

            (a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
employee benefit plan of such person or its subsidiaries, and any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a
person or group shall be deemed to have "beneficial ownership" of all Capital
Stock that such person or group has the right to acquire (such right, an "option
right"), whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 30% or more of the Capital Stock of such
Person entitled to vote for members of the board of directors or equivalent
governing body of such Person on a partially-diluted basis (i.e., taking into
account all such securities that such person or group has the right to acquire
pursuant to any option right); or

            (b) during any period of 12 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of such
Person cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body.

      "Closing Date" means November 26, 2002.

      "Code" means the Internal Revenue Code of 1986, as amended from time, and
regulations promulgated thereunder.

      "Commitment" means, as to each Lender, such Lender's Revolving Credit
Commitment.

      "Company's Knowledge" or "Knowledge of the Company" shall mean the actual
knowledge of any person holding any of the following offices as of the date of
determination: (i) President, Chief Executive Officer, any Executive Vice
President, Chief Financial Officer, General Counsel, Secretary, Vice
President-Human Resources, and Environmental Engineer, and any successor to
those offices, such persons being the principal persons employed by the Company
ultimately responsible for environmental operations and compliance, ERISA and
legal matters relating to the Company or (ii) the Treasurer or any other person
having the


                                       10
<PAGE>

primary responsibility for the day-to-day administration of, and dealings with
the Administrative Agent and the Lenders in connection with, this Agreement.

      "Contractual Obligations" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

      "Controlled Group" means the Company and all Persons (whether or not
incorporated) under common control or treated as a single employer with the
Company pursuant to Section 414(b), (c), (m) or (o) of the Code.

      "Conversion/Continuation Date" means any date on which, under Section 2.4,
the Company (a) converts Loans of one Type to another Type, or (b) continues as
Loans of the same Type, but with a new Interest Period, Loans having Interest
Periods expiring on such date.

      "Credit Extension" means and includes the making of any Loan hereunder,
including any conversion or continuation thereof.

      "Cunit" means 100 cubic feet of wood.

      "Debt Proceeds" means the proceeds of Indebtedness permitted by subsection
8.5(i), net of customary expenses payable to Persons that are not Affiliates of
the Company.

      "Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

      "Defaulting Lender" means any Lender who has failed to fund any portion of
its Commitment required to be funded by it hereunder, during such failure.

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Margin applicable to Base Rate Loans plus (c) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Eurodollar Rate Loan plus 2% per annum, in
each case to the fullest extent permitted by applicable law, statute, rule,
regulation and treaty.

      "Designated Acres" means up to an aggregate of 800,000 acres owned by the
Company which (based on the good faith determination of the Responsible
Representatives that such acres have at the time such determination is made a
higher value as recreational, residential, grazing or agricultural property than
for timber production) may be reasonably designated by the General Partner at
the time of the sale thereof as constituting Designated Acres (such aggregate
number of


                                       11
<PAGE>

acres to be determined over the term of existence of the 2001 Senior Note
Agreement).

      "Designated Immaterial Subsidiary" means any entity which would otherwise
be a Restricted Subsidiary and which at any time is designated by the Company as
a Designated Immaterial Subsidiary, provided that no such designation of any
entity as a Designated Immaterial Subsidiary shall be effective unless (i) at
the time of such designation, such entity does not own any shares of stock or
Indebtedness of any Restricted Subsidiary which is not simultaneously being
designated as a Designated Immaterial Subsidiary, (ii) immediately after giving
effect to such designation, (a) the Company could incur at least $1 of
additional Funded Debt pursuant to subsection 8.5(i), and (b) no condition or
event shall exist which constitutes an Event of Default or Material Default,
(iii) the Company is permitted to make the Investment in such entity resulting
from such designation pursuant to, and within the limitations specified in,
subsection 8.4(i), treating the aggregate book value (including equity in
retained earnings) of the Investments of the Company and its Subsidiaries in
such entity immediately prior to such designation as the cost of such
Investment, and provided, further, that if at any time all Designated Immaterial
Subsidiaries on a consolidated basis would be a "significant subsidiary"
(assuming the Company is the registrant) within the meaning of Regulation S-X
(17 C.F.R. Part 210) the Company shall designate one or more Designated
Immaterial Subsidiaries which are directly owned by the Company and its
Restricted Subsidiaries as Restricted Subsidiaries such that the condition in
this proviso is no longer applicable and the entities so designated shall no
longer be Designated Immaterial Subsidiaries. Any entity which has been
designated a Designated Immaterial Subsidiary shall not thereafter become a
Restricted Subsidiary except pursuant to a designation required by the last
proviso in the preceding sentence, and any Designated Immaterial Subsidiary
which has been designated a Restricted Subsidiary pursuant to the last proviso
of the preceding sentence shall not thereafter be redesignated as a Designated
Immaterial Subsidiary.

      "Documentation Agent" or "Documentation Agents" has the meaning specified
in the introductory paragraph of this Agreement.

      "Dollars", "dollars" and "$" each mean lawful money of the United States.

      "Domestic Lending Office" means, with respect to each Lender, the office
of such Lender designated as such in Schedule 11.2 or such other office of such
Lender as it may from time to time specify to the Company and the Administrative
Agent.

      "EBITDA" means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a) the net


                                       12
<PAGE>

income (or net loss) for such period, plus (b) all amounts treated as expenses
for depreciation, depletion and interest and the amortization of intangibles of
any kind to the extent included in the determination of such net income (or
loss), plus (c) the cost basis for Designated Acres disposed of during such
period to the extent such aggregate cost basis, when added to the net income for
such period arising from the sale of Designated Acres, does not exceed
$80,000,000 for the four quarters then ending, plus (d) all accrued taxes on or
measured by income to the extent included in the determination of such net
income (or loss), plus or minus, as applicable, (e) in connection with any
Timber previously acquired within such period, an amount equal to a good faith
estimate of such additional amounts as would be included in clauses (a), (b),
(c), or (d) above had such Timber been owned by the Company or one of its
Subsidiaries for the entirety of such period, as certified (in a certificate
containing such detail as the Administrative Agent or the Required Lenders may
reasonably request) by a Responsible Officer based upon such Responsible
Officer's good faith estimates of applicable revenues and expenses arising from
such Timber and assuming aggregate timber harvests in an amount that does not
require application of the proceeds thereof to the purchase of Timber or the
repayment of Qualified Debt under Section 8.3; provided, however, that net
income (or loss) shall be computed for purposes of computing EBITDA without
giving effect to extraordinary losses or extraordinary gains.

      "Effective Amount" means, with respect to any Loans, on any date, the
aggregate outstanding principal amount thereof after giving effect to any
Borrowings and prepayments or repayments thereof occurring on such date.

      "Eligible Assignee" has the meaning specified in Section 11.8(g).

      "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon (a) the presence, placement, discharge, emission or release
(including intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from Property,
whether or not owned by such person, or (b) any other circumstances forming the
basis of any violation, or alleged violation, of any Environmental Law.

      "Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits


                                       13
<PAGE>

of, and agreements with, any Governmental Authorities, in each case relating to
environmental, health, safety, land use, conservation, and timber harvesting
matters; including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean Air Act,
the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act,
the Federal Resource Conservation and Recovery Act, the Toxic Substances Control
Act, the Emergency Planning and Community Right-to-Know Act.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and regulations promulgated thereunder.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or 414(c) of the Code.

      "ERISA Event" means (a) a Reportable Event with respect to a Qualified
Plan or a Multiemployer Plan; (b) a withdrawal by the Company or any ERISA
Affiliate from a Qualified Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA); (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to
terminate, the treatment of a plan amendment as a termination under Section 4041
or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a
Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure
by the Company or any ERISA Affiliate to make required contributions to a
Qualified Plan or Multiemployer Plan; (f) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Qualified
Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV
of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Company or any ERISA Affiliate; (h) an application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Code with respect to any Plan; (i) a non-exempt prohibited transaction occurs
with respect to any Plan for which the Company may be directly or indirectly
liable; or


                                       14
<PAGE>

(j) a violation of the applicable requirements of Section 404 or 405 of ERISA or
the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or
disqualified person with respect to any Plan for which the Company may be
directly or indirectly liable.

      "Eurocurrency Liabilities" has the meaning specified in the definition of
"Eurodollar Rate".

      "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

            Eurodollar Rate  =              Eurodollar Base Rate
                                 ------------------------------------
                                 1.00 - Eurodollar Reserve Percentage

            Where,

            "Eurodollar Base Rate" means, for such Interest Period:

            (a) the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars (for delivery on the first day of such Interest Period) with a
      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

            (b) if the rate referenced in the preceding subsection (a) does not
      appear on such page or service or such page or service shall cease to be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (c) if the rates referenced in the preceding subsections (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of interest (rounded upward to the next 1/100th of 1%)
      at which deposits in Dollars for delivery on the first day of such
      Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Loan being made, continued or converted by Bank of America
      and with a term equivalent to such Interest Period would be offered by
      Bank of America's London branch to major banks in the London interbank
      eurodollar market at


                                       15
<PAGE>

      their request at approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period;

            and where,

            "Eurodollar Reserve Percentage" means, for any day during any
      Interest Period, the reserve percentage (expressed as a decimal, rounded
      unpaid to the next 1/100th of 1%) in effect on such day, whether or not
      applicable to any Lender, under regulations issued from time to time by
      the Board of Governors of the Federal Reserve System of the U.S. for
      determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) with respect to
      Eurocurrency funding (currently referred to as "Eurocurrency
      Liabilities"). The Eurodollar Rate for each outstanding Eurodollar Rate
      Loan shall be adjusted automatically as of the effective date of any
      change in the Eurodollar Reserve Percentage.

      "Eurodollar Base Rate" has the meaning specified in the definition of
"Eurodollar Rate".

      "Eurodollar Lending Office" means, with respect to each Lender, the office
of such Lender designated as such in Schedule 11.2 or such other office of such
Lender as such Lender may from time to time specify to the Company and the
Administrative Agent.

      "Eurodollar Rate Loan" means any Loan that bears interest based on the
Eurodollar Rate.

      "Eurodollar Reserve Percentage" has the meaning specified in the
definition of "Eurodollar Rate".

      "Event of Default" means any of the events or circumstances specified in
Section 9.1.

      "Exchange Act" means the Securities and Exchange Act of 1934, as amended
from time to time, and regulations promulgated thereunder.

      "Existing Credit Agreement" means the Credit Agreement, dated as of
October 3, 2001, among the Company, Bank of America, N.A., as issuing bank,
swingline bank and administrative agent, First Union National Bank and The Bank
of Tokyo-Mitsubishi, Ltd., Portland Branch, as syndication agents, SunTrust
Bank, ScotiaBanc Inc., and Northwest Farm Credit Services, PCA, as documentation
agents, and the other financial institutions party thereto, as the same may be
amended, amended and restated, supplemented or modified or renewed or refinanced
from time to time.


                                       16
<PAGE>

      "Facilities Operating Subsidiaries" means, collectively, Plum Creek
Marketing, Inc., a Delaware corporation, Holding, and the New Subsidiaries and a
"Facilities Operating Subsidiary" shall mean any one of them.

      "Facilities Subsidiary" means, collectively, Plum Creek Manufacturing,
L.P., a Delaware limited partnership, Plum Creek Marketing, Inc., a Delaware
corporation, Holding, the New Subsidiaries, and any other Subsidiary of Plum
Creek Manufacturing, L.P. satisfying the requirements of clause (ii) of the
definition of Wholly-Owned Subsidiary

      "Facilities Subsidiary's Facility" means any facility pursuant to which
Plum Creek Manufacturing, L.P. may incur Indebtedness for purposes of making
capital improvements, additions to, or expansions of, property, plant and
equipment of the Facilities Subsidiary or its Subsidiaries which are Restricted
Subsidiaries.

      "Facilities Subsidiary's Revolving Credit Facility" means any facility
pursuant to which Plum Creek Manufacturing, L.P. or any of its Subsidiaries
which is a Restricted Subsidiary may obtain revolving credit, take-down credit,
the issuance of standby and payment letters of credit and backup for the
issuance of commercial paper.

      "Facility Fee" has the meaning specified in Section 2.11(b).

      "Facility Fee Percentage" means (A) for the period from the Closing Date
through March 31, 2003, 0.3250% and (B) from April 1, 2003, the percentage
specified below opposite the Pricing Leverage Ratio (which ratio shall be
calculated on a rolling four quarter basis for the relevant fiscal quarter)
calculated for the periods described below.

<TABLE>
<CAPTION>
         PRICING LEVERAGE RATIO AT END OF FISCAL QUARTER                         FACILITY FEE PERCENTAGE
<S>                                                                              <C>
         Greater than or equal to 3.75                                                   0.4000%
         Less than 3.75 but greater than or equal to 3.00                                0.3250%
         Less than 3.00 but greater than or equal to 2.50                                0.2500%
         Less than 2.50 but greater than or equal to 2.00                                0.2000%
         Less than 2.00                                                                  0.1500%
</TABLE>

      The Facility Fee Percentage for each fiscal quarter commencing on and
after April 1, 2003 shall be calculated in reliance on the financial reports
delivered pursuant to subsections 7.1(a) and 7.1(c) and the certificate
delivered pursuant to


                                       17
<PAGE>

subsection 7.2(b) with respect to the fiscal quarter before the fiscal quarter
in question (e.g., June 30 financials determine the Facility Fee Percentage for
the fiscal quarter beginning October 1). If the Company fails to deliver such
financial reports and certificate to the Administrative Agent for any fiscal
quarter by the beginning of the second succeeding fiscal quarter (e.g., by
October 1 for the fiscal quarter ending June 30), then the Facility Fee
Percentage for the following fiscal quarter (e.g., October 1 through December
31) shall equal the next higher Facility Fee Percentage as set forth in the
chart above immediately above the previously effective Facility Fee Percentage;
thus, for example, if the Facility Fee Percentage had previously been 0.2000%, a
failure to deliver quarterly financials by the first day of the next fiscal
quarter would cause the Facility Fee Percentage to be 0.2500% for the duration
of that quarter. In addition, if such financial reports and certificate when
delivered indicate that the Facility Fee Percentage for such period should have
been higher than the Facility Fee Percentage provided for in the previous
sentence, then the Company shall pay on the date of delivery of such financial
reports and certificate an amount equal to the positive difference, if any,
between the interest that the Company should have paid hereunder had the
financial reports and certificate been delivered on a timely basis over what the
Company actually paid.

      "FDIC" means the Federal Deposit Insurance Corporation, or any entity
succeeding to any of its principal functions.

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any entity succeeding to any of its principal functions.

      "Foreign Lender" means, with respect to a Lender, such a Person that is
not a "United States person" within the meaning of Section 7701(a)(30) of the
Code.

      "Form W-8" has the meaning specified in subsection 4.1(g)(i)(A).

      "Form W-8BEN" has the meaning specified in subsection 4.1(g)(i)(B).


                                       18
<PAGE>

      "Form W-8ECI" has the meaning specified in subsection 4.1(g)(i)(A).

      "Fund" has the meaning specified in Section 11.8(g).

      "Funded Debt" means, without duplication, any Indebtedness, whether
current or long-term, for borrowed money (including Obligations hereunder) and
which Indebtedness bears interest.

      "GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the accounting
profession), or in such other statements by such other entity as may be in
general use by significant segments of the U.S. accounting profession, which are
applicable to the circumstances as of the date of determination.

      "General Partner" means Plum Creek Timber I, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware, and any
successor managing general partner of the Company.

      "Georgia-Pacific" means Georgia-Pacific Corporation, a Georgia
corporation.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

      "Guarantee" means the guarantee in paragraph 7 of the Mortgage Note
Agreement.

      "Hazardous Materials" means all those substances which are regulated by,
or which may form the basis of liability under, any Environmental Law, including
all substances identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or petroleum or petroleum
derived substance or waste.

      "Holding" shall mean Plum Creek Manufacturing Holding Company, Inc., a
Delaware corporation.

      "Indebtedness" of any Person means, as of any date of determination,
without duplication, (a) all indebtedness of such Person for borrowed money or
for


                                       19
<PAGE>

the deferred purchase price of property or services, (b) all amounts owed by
such Person to banks or other Persons in respect of reimbursement obligations
under letters of credit, surety bonds, banker's acceptances and other similar
instruments guaranteeing payment or other performance of obligations by such
Person, (c) all indebtedness for borrowed money or for the deferred purchase
price of property or services secured by any Lien on any property owned by such
Person, to the extent attributable to such Person's interest in such property,
even though such Person has not assumed or become liable for the payment
thereof, (d) lease obligations of such Person which, in accordance with GAAP,
should be capitalized, (e) Synthetic Lease Obligations, (f) obligations payable
out of the proceeds of production from property of such Person, even though such
Person has not assumed or become liable for the payment thereof, (g) the Swap
Termination Value with respect to Swap Contracts, and (h) any obligations of any
other Person of the type described in the above clauses (a) through (g),
inclusive, which are guaranteed or in effect guaranteed by such Person through
any agreement (contingent or otherwise) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), or to maintain the
solvency or any balance sheet or other financial condition of the obligor of
such obligation, or to make payment for any property, securities, products,
materials or supplies or for any transportation or services regardless of the
non-delivery or nonfurnishing thereof, in any such case if the purpose or intent
of such agreement is to provide assurance that such obligation will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected against loss in respect
thereof or to otherwise assure or hold harmless the holder of any primary
obligation against loss in respect thereof. The amount of any obligations of the
type described in clause (h) of this definition shall be deemed equal to the
stated or determinable amount of the primary obligation in respect of which such
obligation is made or, if not stated or if not determinable, the maximum
reasonably anticipated liability in respect thereof.

      "Indemnified Person" has the meaning specified in subsection 11.5.

      "Indemnified Liabilities" has the meaning specified in subsection 11.5.

      "Independent Auditor" has the meaning specified in subsection 7.1(a).

      "Ineligible Securities" has the meaning specified in Section 8.7(b).

      "Insolvency Proceeding" means (a) any case, action or proceeding before
any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other, similar
arrangement in respect of its creditors


                                       20
<PAGE>

generally or any substantial portion of its creditors; in each case (a) and (b)
undertaken under U.S. Federal, State or foreign law, including the Bankruptcy
Code.

      "Interest Coverage Ratio" means, as measured quarterly on the last day of
each fiscal quarter for the four fiscal quarter period then ending, the ratio of

            (i) EBITDA

            to

            (ii) the consolidated interest expense (including capitalized
      interest) of the Company and its Subsidiaries for the four fiscal quarter
      period then ending calculated in accordance with GAAP, plus interest
      expense that would have been payable during such four fiscal quarters had
      any Indebtedness incurred during such period for the purpose of acquiring
      Timber and related assets been incurred at the beginning of such period,
      based upon the interest rate applicable to such Indebtedness at the end of
      such period.

      "Interest Payment Date" means, (a) with respect to any Eurodollar Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date, and (b) with respect to any Base Rate Loan, the last Business Day
of each calendar quarter and each date a Base Rate Loan is converted into
another Type of Loan and the Maturity Date; provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the date which
falls three months after the beginning of such Interest Period and after each
Interest Payment Date thereafter shall also be an Interest Payment Date.

      "Interest Period" means, with respect to any Eurodollar Rate Loan, the
period commencing on the Business Day the Loan is disbursed or on the
Conversion/Continuation Date on which the Loan is converted into or continued as
a Eurodollar Rate Loan, and ending on the date that is one week or one, two,
three or six months thereafter, as selected by the Company in its Notice of
Borrowing or Notice of Conversion/Continuation, as the case may be; provided
that:

            (i) if any Interest Period would otherwise end on a day which is not
      a Business Day, that Interest Period shall be extended to the next
      succeeding Business Day unless, in the case of a Eurodollar Rate Loan, the
      result of such extension would be to carry such Interest Period into
      another calendar month, in which event such Interest Period shall end on
      the immediately preceding Business Day;

            (ii) any Interest Period pertaining to a Eurodollar Rate Loan that
      begins on the last Business Day of a calendar month (or on a day for which


                                       21
<PAGE>

      there is no numerically corresponding day in the calendar month at the end
      of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

            (iii) no Interest Period for any Revolving Loan shall extend beyond
      the Maturity Date.

      "Investment Policy" means the Corporate Investment Policy of the Company,
as it existed on April 5, 1993 and as attached hereto as Schedule 1.1 (without
giving effect to any later amendments thereto).

      "Investments" has the meaning specified in Section 8.4.

      "Joint Venture" means a partnership, joint venture or other similar legal
arrangement (whether created pursuant to contract or conducted through a
separate legal entity) now or hereafter formed by the Company or any of its
Restricted Subsidiaries with another Person in order to conduct a common venture
or enterprise with such Person.

      "Lender" has the meaning specified in the introductory clause hereto.

      "Lending Office" means, with respect to any Lender, the office or offices
of such Lender specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office," as the case may be, opposite its name on Schedule
11.2, or such other office or offices of such Lender as it may from time to time
notify the Company and the Administrative Agent.

      "Lien" means any mortgage, pledge, security interest, encumbrance, lien,
preference or priority or charge of any kind (including any agreement to give
any of the foregoing, any conditional sale or other title retention agreement,
any lease in the nature thereof, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction).

      "Loan" means an extension of credit by a Lender to the Company under
Article II and shall be a Revolving Loan.

      "Loan Documents" means, collectively, this Agreement, the Subsidiary
Assumption Agreements, each Revolving Credit Promissory Note issued pursuant
hereto, and all other documents delivered to the Administrative Agent in
connection herewith and therewith.

      "Loan Parties" means, collectively, the Company and each of the Company's
Subsidiaries which is a party to any Loan Document; and each, a "Loan Party".

      "Manufacturing Entities" has the meaning specified in Section 8.14.


                                       22
<PAGE>

      "Margin Stock" means "margin stock" as such term is defined in Regulation
T, U or X of the Federal Reserve Board.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, any of the operations, business, properties,
condition (financial or otherwise) or prospects of the Company or the Company
and its Subsidiaries taken as a whole; (b) a material impairment of the ability
of the Company or any other Loan Party to perform under any Loan Document and
avoid any Event of Default; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability of any Loan Document.

      "Material Default" means any continuing Default as to which a written
notice of such Default (which notice has not been rescinded) shall have been
received by the Company, the General Partner or the REIT from the Administrative
Agent or any Lender, or any continuing Event of Default.

      "Maturity Date" means November 25, 2003.

      "Maximum Leverage Ratio" has the meaning specified in Section 8.19.

      "Maximum Pro Forma Annual Interest Charges" means, as of any date, the
highest total amount payable during any period of four consecutive fiscal
quarters, commencing with the fiscal quarter in which such date occurs and
ending with the fiscal quarter in which the Revolving Credit Termination Date
occurs, by the Company and its Restricted Subsidiaries on a consolidated basis,
after eliminating all intercompany transactions, in respect of interest charges
((a) including amortization of debt discount and expense and imputed interest on
Capital Lease Obligations and on other obligations included in Indebtedness
which do not have stated interest, (b) assuming, in the case of fluctuating
interest rates which cannot be determined in advance, that the rate in effect on
such date will remain in effect throughout such period, and (c) treating the
principal amount of all Indebtedness outstanding as of such date under a
revolving credit or similar agreement as maturing and becoming due and payable
on the scheduled maturity date thereof, without regard to any provision
permitting such maturity date to be extended) on all Indebtedness of the Company
and its Restricted Subsidiaries outstanding on such date (excluding the
Guarantee and the guarantees of the Facilities Subsidiary's Facility and the
Facilities Subsidiary's Revolving Credit Facility but including, to the extent
not already included, all other Indebtedness outstanding on such date which is
guaranteed or in effect guaranteed by the Company or any Restricted
Subsidiaries), after giving effect to any Indebtedness proposed to be created on
such date and to the concurrent retirement of any other Indebtedness.

      "Maximum Rate" has the meaning specified in Section 11.17.

      "MCCF" means one thousand Cunits.


                                       23
<PAGE>

      "Measurement Period" has the meaning specified in the definition of "Pro
Forma Free Cash Flow".

      "Member" has the meaning specified in the Tax Matters Agreement.

      "Merger" means, collectively, the merger of each Spinco with and into the
REIT as provided in the Merger Agreement.

      "Merger Agreement" means the Agreement and Plan of Merger dated as of July
18, 2000, among Georgia-Pacific, each of the Spincos, and the REIT, as amended
by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 12, 2001.

      "MMBF" means one million Board Feet.

      "Mortgage Note Agreement" means the Mortgage Note Agreement, dated as of
May 31, 1989, providing for the issuance and sale by Plum Creek Manufacturing,
L.P. of its 11 1/8% First Mortgage Notes to the purchasers listed in the
schedule of purchasers attached thereto, as amended by (a) the Mortgage Note
Agreement Amendment, Consent and Waiver dated as of January 1, 1991, (b) the
letter agreement dated April 22, 1993, (c) the Mortgage Note Agreement Amendment
dated as of September 1, 1993, (d) the Mortgage Note Agreement Amendment dated
as of May 20, 1994, (e) the Amendment to Mortgage Note Agreement dated as of
June 15, 1995, (f) the Mortgage Note Agreements Amendment dated as of May 31,
1996, (g) the Mortgage Note Agreements Amendment dated as of April 15, 1997, (h)
the Mortgage Note Agreements Amendment dated as of January 15, 1999, and (i) the
Mortgage Note Agreements Amendment dated as of October 5, 2001.

      "Mortgage Notes" means the 11 1/8% First Mortgage Notes of the Plum Creek
Manufacturing, L.P. issued and sold pursuant to the Mortgage Note Agreement.

      "Multiemployer Plan" means a "multiemployer plan" (within the meaning of
Section 4001(a)(3) of ERISA) and to which the Company or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

      "Net Proceeds" means proceeds in cash as and when received by the Person
making a sale of Property, net of: (a) the direct costs relating to such sale
excluding amounts payable to the Company, any Affiliate of the Company or any
other Person in which the Company holds an equity or other ownership interest,
(b) sale, use or other transaction taxes paid or payable as a result thereof,
and (c) amounts required to be applied to repay principal, interest and
prepayment premiums and penalties on


                                       24
<PAGE>

Indebtedness secured by a Lien on the asset which is the subject of such
disposition.

      "New Subsidiaries" shall mean Plum Creek Northwest Lumber, Inc., a
Delaware corporation, Plum Creek Northwest Plywood, Inc., a Delaware
corporation, Plum Creek MDF, Inc., a Delaware corporation, and Plum Creek
Southern Lumber, Inc., a Delaware corporation, and "New Subsidiary" shall mean
any one of them.

      "1989 Notes" means the senior promissory notes in the aggregate principal
amount of $165,000,000 issued and sold pursuant to the 1989 Senior Note
Agreement.

      "1989 Senior Note Agreement" means the Senior Note Agreement dated as of
May 31, 1989, providing for the issuance and sale by the Company of the 1989
Notes to the purchasers listed in the schedule of purchasers attached thereto,
as amended by (a) the Senior Note Agreement Amendment, Consent and Waiver dated
as of January 1, 1991, (b) the letter agreement dated April 22, 1993, (c) the
Senior Note Agreement Amendment dated as of September 1, 1993 (d) the Senior
Note Agreement Amendment dated as of May 20, 1994, (e) the Senior Note
Agreements Amendment dated as of May 31, 1996, (f) the Senior Note Agreements
Amendment dated as of April 15, 1997, (g) the Senior Note Agreements Amendment
dated as of January 15, 1999, and (h) the Senior Note Agreement Amendment dated
as of October 5, 2001.

      "1994 Notes" means the 8.73% Senior Notes due August 1, 2009 in the
aggregate principal amount of $150,000,000 issued and sold pursuant to the 1994
Senior Note Agreement.

      "1994 Senior Note Agreement" means the Senior Note Agreement dated as of
August 1, 1994 providing for the issuance and sale by the Company of the 1994
Notes to the purchasers listed in the schedule of purchasers attached thereto,
as amended by (a) the Senior Note Agreement Amendment dated as of October 15,
1995, (b) the Senior Note Agreements Amendment dated as of May 31, 1996, (c) the
Senior Note Agreements Amendment dated as of April 15, 1997, (d) the Senior Note
Agreements Amendment dated as of January 15, 1999, and (e) the Senior Note
Agreement Amendment dated as of October 5, 2001.

      "1996 Notes" means the senior promissory notes in the aggregate principal
amount of $200,000,000 issued and sold pursuant to the 1996 Senior Note
Agreement.

      "1996 Senior Note Agreement" means the Senior Note Agreement dated as of
November 13, 1996, providing for the issuance and sale by the Company of the
1996 Notes to the purchasers listed in the schedule of purchasers attached
thereto,


                                       25
<PAGE>

as amended by (i) the Senior Note Agreements Amendment dated as of January 15,
1999 and (ii) the Senior Note Agreement Amendment dated as of October 5, 2001.

      "1998 Notes" means the senior promissory notes in the aggregate principal
amount of $171,375,000 issued and sold pursuant to the 1998 Senior Note
Agreement.

      "1998 Senior Note Agreement" means the Senior Note Agreement dated as of
November 12, 1998, providing for the issuance and sale by the Company of the
1998 Notes to SDW Timber 1, L.L.C., as amended by (i) the Senior Note Agreement
dated as of April 1, 1999 and (ii) the Senior Note Agreement Amendment dated as
of October 5, 2001.

      "Non-Defaulting Lender" means and includes each Lender other than a
Defaulting Lender.

      "Notice of Borrowing" means a notice given by the Company to the
Administrative Agent pursuant to Sections 2.3 in substantially the form of
Exhibit A.

      "Notice of Conversion/Continuation" means a notice given by the Company to
the Administrative Agent pursuant to Section 2.4, in substantially the form of
Exhibit B.

      "Notice of Lien" means any "notice of lien" or similar document intended
to be filed or recorded with any court, registry, recorder's office, central
filing office or other Governmental Authority for the purpose of evidencing,
creating, perfecting or preserving the priority of a Lien securing obligations
owing to a Governmental Authority.

      "Obligations" means all Loans, and other Indebtedness, advances, debts,
liabilities, obligations, covenants and duties owing by the Company or any other
Loan Party to any Lender, the Administrative Agent, the Syndication Agents, the
Documentation Agents, the Arranger or any other Person required to be
indemnified, that arises under any Loan Document, whether or not for the payment
of money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment or assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired and including
interest and fees that accrue after the commencement by or against the Company,
any other Loan Party or any Affiliate thereof of any Insolvency Proceeding
naming such Person as the debtor in such Insolvency Proceeding, regardless of
whether such interest and fees are allowed claims in such Insolvency Proceeding.
The term "Obligations" includes all interest, charges, expenses, fees,
attorneys' fees and

                                       26
<PAGE>

disbursements and any other sums chargeable to the Company or any other Loan
Party under or in connection with this Agreement or any other Loan Document.

      "Operating Lease" means, as applied to any Person, any lease of Property
which is not a Capital Lease.

      "Ordinary Course of Business" means, in respect of any transaction
involving the Company or any Subsidiary of the Company, the ordinary course of
such Person's business, as conducted by any such Person in accordance with past
practice and undertaken by such Person in good faith and not for purposes of
evading any covenant or restriction in any Loan Document.

      "Organization Documents" means, (i) for any corporation, the certificate
or articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation; (ii) for any limited
partnership, the certificate of limited partnership, the limited partnership
agreement, and all applicable partnership resolutions; and (iii) for any limited
liability company, the certificate of formation or articles of organization, the
operating agreement or comparable document, and all other documents evidencing
the authority and validity of actions taken by the limited liability company.

      "Other Senior Notes" means the Senior Notes other than the Mortgage Notes.

      "Other Taxes" has the meaning specified in subsection 4.1(b).

      "Participant" has the meaning specified in Section 11.8(c).

      "Partnership Agreement" means the Agreement of Limited Partnership of the
Company as in effect, as the same may, from time to time, be amended, modified
or supplemented in accordance with the terms thereof.

      "Partner Entities" means, collectively, the REIT and the General Partner.

      "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any of its principal functions under ERISA.

      "Permitted Ancillary Business" means the ownership, development,
management and sale of Property owned or previously owned by the Company or a
Restricted Subsidiary that, based on the good faith determination of the
Responsible Representatives at the time of determination, has a higher value as
recreational, residential, grazing or agricultural property than for timber
production.


                                       27
<PAGE>

      "Permitted Business" means any business engaged in by the Company or the
Facilities Subsidiary on the Closing Date, pulp and paper manufacturing,
acquiring, selling and managing timberlands and related assets for a fee for
third Persons, and any business substantially similar or related to any such
business.

      "Permitted Liens" has the meaning specified in Section 8.1.

      "Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture, limited
liability company, or Governmental Authority.

      "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Company or any ERISA Affiliate sponsors or maintains or to
which the Company or any ERISA Affiliate makes, is making or is obligated to
make contributions, and includes any Multiemployer Plan or Qualified Plan.

      "Plum Creek South Central" means Plum Creek South Central Timberlands,
L.L.C., a Delaware limited liability company.

      "Plum Creek South Central Assumption Agreement" means the Plum Creek South
Central Timberlands, L.L.C. Assumption Agreement dated as of the date hereof and
executed and delivered by Plum Creek South Central.

      "Plum Creek Southern" means Plum Creek Southern Timber, L.L.C., a Delaware
limited liability company.

      "Plum Creek Southern Timber Assumption Agreement" means the Plum Creek
Southern Timber, L.L.C. Assumption Agreement dated as of the date hereof and
executed and delivered by Plum Creek Southern.

      "Plum Creek Timber I" means Plum Creek Timber I, L.L.C., a limited
liability company organized and existing under the laws of the State of
Delaware.

      "Portfolio Interest Exemption Certificate" has the meaning specified in
Section 4.1(g)(i)(B).

      "Pricing Leverage Ratio" means, as measured quarterly on the last day of
each fiscal quarter, the ratio of (a) an amount equal to (i) all Funded Debt of
the Company and its Subsidiaries on a consolidated basis as of such day less
(ii) the amount, if any, by which (A) the sum of the Company's and its
Subsidiaries' cash balances and cash equivalents on a consolidated basis as of
such date exceeds (B) $75,000,000 to (b) EBITDA for the period of four fiscal
quarters ending on such day. The Pricing Leverage Ratio shall be computed
without giving effect to any write-up or write-down of the Funded Debt, or
corresponding adjustments to interest expense in connection with such write-up
or write-down, required under GAAP by virtue of the Merger.


                                       28
<PAGE>

      "Principal Repayment Proviso" means that for any period of calculation,
the aggregate amount of scheduled principal repayment on Indebtedness (x) shall
not include voluntary prepayments of Indebtedness except to the extent such
voluntary prepayments includes any amounts that would have been scheduled
principal repayments during such period, and (y) shall not include the amount of
any scheduled principal repayment to the extent the Company refinanced or
rescheduled such scheduled repayments and the scheduled principal repayments due
before the Revolving Credit Termination Date under the refinancing or
rescheduling have been or will be included in the calculation of the aggregate
amount of scheduled principal repayments for the periods in which they are due.

      "Pro Forma Free Cash Flow" as of any date means (i) net income of the
Company and its Restricted Subsidiaries on a pro forma consolidated basis
(excluding (a) gain on the sale of any Capital Asset, (b) noncash items of
income, and (c) any distributions or other income received from, or equity of
the Company or any Restricted Subsidiary in the earnings of, any entity which is
not a Restricted Subsidiary) for the period of four consecutive fiscal quarters
immediately prior to such date (such period of four consecutive fiscal quarters
being the "Measurement Period"), determined in accordance with GAAP plus
depreciation, depletion, amortization and other noncash charges, interest
expense on Indebtedness and provision for income taxes and up to $80,000,000 in
net cash proceeds received during the Measurement Period by the Company and its
Restricted Subsidiaries from the sale of Designated Acres, minus (ii) capital
expenditures made by the Company and its Restricted Subsidiaries during the
Measurement Period, to maintain their respective operations; provided, however,
if (A) the Company or a Restricted Subsidiary is acquiring a Restricted
Subsidiary or assets and (B) Pro Forma Free Cash Flow is being determined in
connection therewith, such Restricted Subsidiary shall be considered to have
been a Restricted Subsidiary during the entire Measurement Period and such
assets shall be considered to have been owned by the Company during the entire
Measurement Period if net income attributable to such Restricted Subsidiary or
such assets (as the case may be) for the entire Measurement Period is readily
determinable and confirmed pursuant to an audit or a certification prepared in
good faith by the Company's chief financial officer; further provided, however,
that portion of Pro Forma Free Cash Flow allocable to such Restricted Subsidiary
or assets shall be reduced on a pro rata basis to the extent Timber has been
harvested by such Restricted Subsidiary or from such assets during the
Measurement Period at a rate greater than the rate at which the Company has
harvested Timber from its Timberlands during the Measurement Period, as
certified in good faith by the chief financial officer of the Company; and
finally provided, however, if Pro Forma Free Cash Flow is being determined for
any Measurement Period and a Restricted Subsidiary or assets have been sold or
otherwise disposed of at any time during such Measurement Period by the Company
or any Restricted Subsidiary, such Restricted Subsidiary shall not be considered
to have been a Restricted Subsidiary during any part of such


                                       29
<PAGE>

Measurement Period and such assets shall not be considered to have been owned by
the Company during any part of such Measurement Period, and the net income that
otherwise would have been attributable to such Restricted Subsidiary or asset
during such Measurement Period shall be certified in good faith by the chief
financial officer of the Company.

      "Property" means any estate or interest in any kind of property or asset,
whether real, personal or mixed, and whether tangible or intangible.

      "Qualified Debt" means, as to the Company, as of any date of
determination, without duplication, all outstanding indebtedness of the Company
for borrowed money, including Indebtedness represented by the Senior Notes, the
Existing Credit Agreement, and this Agreement.

      "Qualified Plan" means a pension plan (as defined in Section 3(2) of
ERISA) intended to be tax-qualified under Section 401(a) of the Code and which
any ERISA Affiliate sponsors, maintains, or to which it makes, is making or is
obligated to make contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any time during
the immediately preceding period covering at least five (5) plan years, but
excluding any Multiemployer Plan.

      "Register" has the meaning specified in Section 11.8(b).

      "REIT" means Plum Creek Timber Company, Inc., a Delaware corporation.

      "REIT Contribution Agreements" means, collectively, (a) the Assignment and
Contribution and Assumption Agreement, dated as of October 6, 2001, among the
REIT, the General Partner and the Company; (b) the Assignment and Contribution
and Assumption Agreement, dated as of October 6, 2001, among the REIT, the
General Partner, the Company and Plum Creek South Central; (c) the Assignment
and Contribution and Assumption Agreement, dated as of October 6, 2001, among
the REIT, the General Partner, the Company and Plum Creek Southern; and (d) the
Assignment and Contribution and Assumption Agreement, dated as of October 6,
2001, among the REIT, the General Partner, the Company, Plum Creek II, L.L.C,
Plum Creek Manufacturing, L.P., and Holding.

      "Reportable Event" means, as to any Plan, (a) any of the events set forth
in Section 4043(c) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC, (b) a withdrawal from a Plan described in
Section 4063 of ERISA, or (c) a cessation of operations described in Section
4062(e) of ERISA.


                                       30
<PAGE>

      "Required Lenders" means, at any time, Non-Defaulting Lenders holding
66-2/3% of the Aggregate Commitments at such time; provided, however, that for
purposes of this definition, the Aggregate Commitments shall be recomputed
without regard to each Defaulting Lender's Commitment and/or Loans held by it.

      "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

      "Responsible Officer" means the chief executive officer, the president or
any vice president of the REIT acting in its capacity as the sole member of the
General Partner, as general partner of the Company, or any other officer thereof
having substantially the same authority and responsibility; or, with respect to
compliance with financial covenants, the chief financial officer or the
treasurer of the REIT acting in its capacity as the sole member of the General
Partner, as general partner of the Company, or any other officer having
substantially the same authority and responsibility.

      "Responsible Representatives" means (a) in the case of any transaction in
which the value of any assets disposed of or received have a value of less than
$25,000,000 or in which payments made are less than $25,000,000, the chief
executive officer, chief financial officer or chief operating officer of the
REIT acting in its capacity as the sole member of the General Partner, as
general partner of the Company, and (b) in the case of any other transaction,
the Board of Directors of the REIT acting in its capacity as the sole member of
the General Partner, as general partner of the Company.

      "Restricted Payment" means (a) any dividend or other distribution, direct
or indirect, on account of any shares of any class of stock of or other
ownership interests in the Company, now or hereafter outstanding, except a
dividend payable solely in shares of stock of or ownership interests in the
Company, and (b) any redemption, retirement, purchase or other acquisition,
direct or indirect, of any shares of any class of stock of or other ownership
interests in the Company, now or hereafter outstanding, or of any warrants,
rights or options to acquire any such shares or interests, except to the extent
that the consideration therefor consists of shares of stock of or other
ownership interests in the Company.

      "Restricted Subsidiary" means any Wholly-Owned Subsidiary other than any
Designated Immaterial Subsidiary.

      "Revolving Credit Commitment" means, with respect to each Lender at any
time, (a) the amount set forth opposite such Lender's name on Schedule 2.1 under
the heading "Revolving Credit Commitment"or (b) if such Lender has entered into
one or more Assignment and Assumption Agreements, the amount set forth for


                                       31
<PAGE>

such Lender in the Register maintained by the Administrative Agent pursuant to
Section 11.8(b), as such amount may be terminated or reduced at or prior to such
time pursuant to Section 2.5 or 9.2.

      "Revolving Credit Commitment Percentage" means, as to any Lender, the
percentage equivalent of the aggregate of such Lender's Revolving Credit
Commitment divided by the Aggregate Revolving Credit Commitment.

      "Revolving Credit Promissory Note" means a promissory note of the Company
payable to the order of any Lender, in substantially the form of Exhibit G,
evidencing the aggregate indebtedness of the Company to such Lender resulting
from the Revolving Loans made by such Lender.

      "Revolving Credit Pro Rata Share" means, as to any Lender, with respect to
the payment of principal or interest on account of Revolving Loans, each
Lender's pro rata share of the outstanding principal balance of the Revolving
Loans with respect to which such payment is being made.

      "Revolving Credit Termination Date" means the earlier to occur of:

            (a) the Maturity Date; and

            (b) the date on which the Aggregate Revolving Credit Commitment
shall terminate in accordance with the provisions of this Agreement.

      "Revolving Facility Tranche" has the meaning specified in Section 2.16.

      "Revolving Facility Tranche Loan" means a Loan allocated by the Company to
the Revolving Facility Tranche as provided in Section 2.16.

      "Revolving Loan" has the meaning specified in Section 2.1, and may be a
Eurodollar Rate Loan or a Base Rate Loan.

      "SEC" means the Securities and Exchange Commission, or any entity
succeeding to any of its principal functions.

      "Section 20 Subsidiary" has the meaning specified in Section 8.7(b).

      "Senior Notes" means, collectively, the 2001 Notes, the 1998 Notes, the
1996 Notes, the 1994 Notes, the 1989 Notes, and the Mortgage Notes.

      "Senior Notes Agreements" means, collectively, the 2001 Senior Note
Agreement, the 1998 Senior Note Agreement, the 1996 Senior Note Agreement, the
1994 Senior Note Agreement, the 1989 Senior Note Agreement, and the Mortgage
Note Agreement.


                                       32
<PAGE>

      "Series D Notes" means those 8.05% Senior Notes due November 13, 2016,
Series D, in the original aggregate principal amount of $25,000,000 issued and
sold pursuant to the 1996 Senior Note Agreement.

      "Solvent" means, as to any Person at any time, that (a) (i) in the case of
a Person that is not a partnership, the fair value of the Property of such
Person is greater than the amount of such Person's liabilities (including
disputed, contingent and unliquidated liabilities), and (ii) in the case of a
Person that is a partnership, the sum of (A) the fair value of the Property of
such Person plus (B) the sum of the excess of the fair value of each general
partner's non-partnership Property over such partner's non-partnership debts
(together, the "Applicable Property") is greater than the amount of such
Person's liabilities (including disputed, contingent and unliquidated
liabilities), as such value for purposes of both clauses (i) and (ii) is
established and liabilities evaluated for purposes of Section 101(31) of the
Bankruptcy Code and, in the alternative, for purposes of the Uniform Fraudulent
Transfer Act; (b) the present fair saleable value of the Property of such Person
(or, in the case of a partnership, the Applicable Property for such Person) is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured; (c) such Person is
able to realize upon its Property and pay its debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature in
the normal course of business; (d) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature; and (e) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's Property would constitute unreasonably
small capital.

      "Specified Taxes" means any tax liabilities specified in Section 4(a)(ii)
of the Tax Matters Agreement.

      "Spinco Assets" means all of the assets and properties of the Spincos,
which assets and properties the REIT acquired as a result of the Merger.

      "Spincos" has the meaning specified in the Merger Agreement; and each a
"Spinco".

      "Standing Inventory" has the meaning specified in Section 8.3.

      "State Timberlands" has the meaning specified in Section 7.13.

      "Subsidiary" of a Person means any corporation, partnership, limited
liability company or other entity a majority of (i) the total combined voting
power of all classes of Voting Stock of which or (ii) the outstanding equity
interests of which shall, at the time of which any determination is being made,
be owned by the Company either directly or through Subsidiaries.


                                       33
<PAGE>

      "Subsidiary Assumption Agreements" means, collectively, the Plum Creek
Southern Timber Assumption Agreement and the Plum Creek South Central Assumption
Agreement.

      "Swap Contract" means any agreement, whether or not in writing, relating
to any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, cross-currency rate swap,
swaption, currency option or any other, similar transaction (including any
option to enter into any of the foregoing) or any combination of the foregoing,
and, unless the context otherwise clearly requires, any master agreement
relating to or governing any or all of the foregoing.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined by the Company
(or, for purposes of subsection 9.1(e), by the Required Lenders) based upon one
or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include any Lender).

      "Synthetic Lease Obligations" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Tangible Assets" means assets that are considered to be tangible under
GAAP.

      "Tax Authority" has the meaning specified in the Tax Matters Agreement.

      "Tax Claim" has the meaning specified in the Tax Matters Agreement.

      "Taxes" has the meaning specified in subsection 4.1(a).

      "Tax Matters Agreement" means the Tax Matters Agreement, dated as of June
12, 2001, among Georgia-Pacific, the REIT and the Spincos.

      "Tax Opinion Insurance Policy" means the "Insurance Binder" (as such term
is defined in the Merger Agreement).


                                       34
<PAGE>

      "Timber" means standing trees not yet harvested.

      "Timberlands" means the timberlands owned by the Company as of the Closing
Date and any timberlands acquired by the Company or any Subsidiary after the
Closing Date.

      "Timber Proceeds" has the meaning specified in Section 8.14.

      "Timber Properties" has the meaning specified in Section 8.14.

      "Ton" means 2,000 pounds of green saw logs and pulpwood.

      "Transferee" has the meaning specified in subsection 11.9.

      "2001 Notes" means the senior promissory notes in the aggregate principal
amount of $500,000,000 issued and sold pursuant to the 2001 Senior Note
Agreement.

      "2001 Senior Note Agreement" means the Senior Note Agreement, dated as of
October 9, 2001, providing for the issuance and sale by the Company of the 2001
Notes.

      "Type" means either a Eurodollar Rate Loan or a Base Rate Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the relevant jurisdiction.

      "Unfunded Pension Liabilities" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used by the Plan's
actuaries for funding the Plan pursuant to Section 412 of the Code for the
applicable plan year.

      "United States" and "U.S." each means the United States of America.

      "Voting Stock" means, with respect to any corporation or other entity, any
shares of capital stock or other ownership interests of such corporation or
entity whose holders are entitled under ordinary circumstances to vote for the
election of directors of such corporation or to manage any such other entity
(irrespective of whether at the time stock or ownership interests of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

      "Wholly-Owned Subsidiary" means any Subsidiary organized under the laws of
any state of the United States which conducts the major portion of its business
in the United States and (i) in the case of any Subsidiary, all of the stock or
other ownership interests of which are owned by the Company either directly or
through


                                       35
<PAGE>

Wholly-Owned Subsidiaries (other than Plum Creek Manufacturing, L.P. or one or
any of its Subsidiaries) and (ii) at such time as the Mortgage Notes shall have
been paid in full and retired, (x) Plum Creek Manufacturing, L.P. provided that
all the stock and other ownership interests thereof are owned by the Company
either directly or indirectly through Wholly-Owned Subsidiaries (other than a
Subsidiary of Plum Creek Manufacturing, L.P.), (y) Holding provided that (1)
Holding shall engage in no business except the ownership of its Subsidiaries and
(2) all the outstanding stock and ownership interests thereof are owned by the
Company either directly or indirectly through Plum Creek Manufacturing, L.P.,
and (z) any other Subsidiary of Plum Creek Manufacturing, L.P., provided that
all the outstanding stock and ownership interests thereof are owned by the
Company (either directly or indirectly through Wholly-Owned Subsidiaries of the
type described in clause (i) above).

      "Withdrawal Liabilities" means, as of any determination date, the
aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA
if the Company and all ERISA Affiliates made a complete withdrawal from all
Multiemployer Plans and any increase in contributions pursuant to Section 4243
of ERISA.

      1.2 OTHER INTERPRETIVE PROVISIONS

      (a) Defined Terms. Unless otherwise specified herein or therein, all terms
defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto. The meaning of
defined terms shall be equally applicable to the singular and plural forms of
the defined terms. Terms (including uncapitalized terms) not otherwise defined
herein and that are defined in the UCC as in effect from time to time in the
State of New York shall have the meanings therein described.

      (b) The Agreement. The words "hereof," "herein," "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; and subsection,
section, schedule and exhibit references are to this Agreement unless otherwise
specified.

      (c) Certain Common Terms.

            (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

            (ii) The term "including" is not limiting and means "including
without limitation."


                                       36
<PAGE>

      (d) Performance; Time. Whenever any performance obligation hereunder
(other than a payment obligation) shall be stated to be due or required to be
satisfied on a day other than a Business Day, such performance shall be made or
satisfied on the next succeeding Business Day. In the computation of periods of
time from a specified date to a later specified date, the word "from" means
"from and including"; the words "to" and "until" each mean "to but excluding,"
and the word "through" means "to and including". If any provision of this
Agreement refers to any action taken or to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be interpreted to
encompass any and all means, direct or indirect, of taking, or not taking, such
action.

      (e) Contracts. Unless otherwise expressly provided herein, references to
agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by the terms of any
Loan Document.

      (f) Laws. References to any statute or regulation are to be construed as
including all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regulation.

      (g) Captions. The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

      (h) Independence of Provisions. The parties acknowledge that this
Agreement and other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters, and that such
limitations, tests and measurements are cumulative and must each be performed,
except as expressly stated to the contrary in this Agreement.

      (i) Interpretation. This Agreement is the result of negotiations among and
has been reviewed by counsel to the Administrative Agent, the Company and other
parties, and is the product of all parties hereto. Accordingly, this Agreement
and the other Loan Documents shall not be construed against the Lenders, the
Syndication Agents, the Documentation Agents, the Arranger or the Administrative
Agent merely because of the Administrative Agent's, the Syndication Agents', the
Documentation Agents', the Arranger's or Lenders' involvement in the preparation
of such documents and agreements.

      1.3 ACCOUNTING PRINCIPLES

      (a) Unless the context otherwise clearly requires, all accounting terms
not expressly defined herein shall be construed, and all financial computations
required


                                       37
<PAGE>

under this Agreement shall be made, in accordance with GAAP, consistently
applied.

      (b) References herein to "fiscal year" and "fiscal quarter" refer to such
fiscal periods of the Company.

      (c) In preparing the financial statements, computations, and reports
provided for herein, the Facilities Subsidiary and its Subsidiaries shall be
considered as consolidated subsidiary entities of the Company (and not accounted
for on the equity method of accounting or as an investment) notwithstanding that
the Voting Stock thereof shall not be owned by the Company, either directly or
indirectly, and without regard to whether they would be considered as such
subsidiary entities under GAAP.

                                   ARTICLE II
                                   THE CREDITS

      2.1 AMOUNTS AND TERMS OF COMMITMENTS

      Each Lender severally agrees, on the terms and conditions hereinafter set
forth, to make loans to the Company (each such loan, a "Revolving Loan") from
time to time on any Business Day from the Closing Date to the Revolving Credit
Termination Date, in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Revolving Credit Commitment; provided, however,
that, after giving effect to any Borrowings of Revolving Loans, the Effective
Amount of all outstanding Revolving Loans shall not at any time exceed the
Aggregate Revolving Credit Commitment; and provided, further, that the Effective
Amount of the Revolving Loans of such Lender shall not at any time exceed such
Lender's Revolving Credit Commitment. Within the limits of each such Lender's
Revolving Credit Commitment, and subject to the other terms and conditions
hereof, until the Revolving Credit Termination Date, the Company may borrow
under this Section 2.1, prepay pursuant to Section 2.6 and reborrow pursuant to
this Section 2.1.

      2.2 EVIDENCE OF INDEBTEDNESS

      (a) The Loans made by each Lender shall be evidenced by one or more loan
accounts maintained by such Lender in the ordinary course of business. The loan
accounts or records maintained by the Administrative Agent and each such Lender
shall be conclusive absent manifest error of the amount of the Loans made by the
Lenders to the Company, and the interest and payments thereon. Any failure so to
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Company hereunder to pay any amount owing with respect to
the Loans and the other Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the


                                       38
<PAGE>

Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.

      (b) Upon the request of any Lender made through the Administrative Agent,
the Company shall execute and deliver to such Lender (through the Administrative
Agent) a Revolving Credit Promissory Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Revolving Credit Promissory Note and endorse thereon the date, Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

      2.3 PROCEDURE FOR BORROWING

      (a) Each Borrowing of the Revolving Loans shall be made upon the Company's
irrevocable written notice delivered to the Administrative Agent in accordance
with Section 11.2 in the form of a Notice of Borrowing (which notice must be
received by the Administrative Agent prior to 9:00 a.m. (San Francisco time))
(i) three Business Days prior to the requested Borrowing date, in the case of
Eurodollar Rate Loans; and (ii) on the requested Borrowing date, in the case of
Base Rate Loans, specifying:

            (A) the amount of the Borrowing, which shall be in an aggregate
minimum principal amount of five million Dollars ($5,000,000) except in the case
of Eurodollar Rate Loans with a proposed Interest Period of one week, in which
case the aggregate minimum principal amount shall be twenty million Dollars
($20,000,000) or, in either case, any multiple of five hundred thousand Dollars
($500,000) in excess thereof;

            (B) the requested Borrowing date, which shall be a Business Day;

            (C) whether the Borrowing is to comprise Eurodollar Rate Loans or
Base Rate Loans;

            (D) the duration of the Interest Period applicable to the Borrowing
described in such notice. If the Notice of Borrowing shall fail to specify the
duration of the Interest Period for any Borrowing comprising Eurodollar Rate
Loans, such Interest Period shall be 90 days or three months, respectively; and

            (E) with respect to any Borrowing of Revolving Loans after the date
the Company gives the notice regarding allocation of such Revolving Loans
pursuant to Section 2.16, whether the Borrowing shall be allocated to the
Revolving Facility Tranche or the Capital Expenditure Tranche.

      (b) Upon receipt of the Notice of Borrowing, the Administrative Agent will
promptly notify each Lender thereof and of the amount of such Lender's Revolving
Credit Commitment Percentage of that Borrowing.


                                       39
<PAGE>

      (c) Each Lender will make the amount of its Revolving Credit Commitment
Percentage of the Borrowing available to the Administrative Agent for the
account of the Company at the Administrative Agent's Payment Office by 12:00
noon (San Francisco time) on the Borrowing date requested by the Company in
funds immediately available to the Administrative Agent. Upon satisfaction of
the applicable conditions set forth in Article V, the proceeds of all such Loans
will then be made available to the Company by the Administrative Agent at such
office by crediting the account of the Company on the books of Bank of America
with the aggregate of the amounts made available to the Administrative Agent by
the Lenders and in like funds as received by the Administrative Agent.

      (d) Unless the Required Lenders shall otherwise agree, the Company may not
elect to have a Loan made as a Eurodollar Rate Loan during the existence of a
Default or an Event of Default.

      (e) After giving effect to any Borrowing, there shall not be more than six
different Interest Periods in effect in respect of all Eurodollar Rate Loans
then outstanding.

      2.4 CONVERSION AND CONTINUATION ELECTIONS FOR BORROWINGS

      (a) The Company may upon irrevocable written notice to the Administrative
Agent in accordance with subsection 2.4(b):

            (i) elect to convert on any Business Day, any Base Rate Loans (or
any part thereof in an amount not less than $5,000,000 except in the case of a
conversion into a Eurodollar Rate Loan with a proposed Interest Period of one
week, which shall be in an amount not less than $20,000,000, or that is in an
integral multiple of $500,000 in excess thereof) into Eurodollar Rate Loans;

            (ii) elect to convert on the last day of the applicable Interest
Period any Eurodollar Rate Loans having Interest Periods maturing on such day
(or any part thereof in an amount not less than $5,000,000, or that is in an
integral multiple of $500,000 in excess thereof) into Base Rate Loans;

            (iii) elect to continue on the last day of the applicable Interest
Period any Eurodollar Rate Loans having Interest Periods maturing on such day
(or any part thereof in an amount not less than $5,000,000 except in the case of
a continuation of a Eurodollar Rate Loans with a proposed Interest Period of one
week, which shall be in an amount not less than $20,000,000, or that is in an
integral multiple of $500,000 in excess thereof);

provided, that if the aggregate amount of Eurodollar Rate Loans in respect of
any Borrowing shall have been reduced, by payment, prepayment, or conversion of
part thereof to be less than $500,000, such Eurodollar Rate Loans shall
automatically


                                       40
<PAGE>

convert into Base Rate Loans, and on and after such date the right of the
Company to continue such Loans as, and convert such Loans into, Eurodollar Rate
Loans shall terminate.

      (b) The Company shall deliver a Notice of Conversion/Continuation in
accordance with Section 11.2 to be received by the Administrative Agent not
later than 9:00 a.m. (San Francisco time) (i) at least three Business Days in
advance of the Conversion/Continuation Date, if the Loans are to be converted
into or continued as Eurodollar Rate Loans; and (ii) on the
Conversion/Continuation Date, if the Loans are to be converted into Base Rate
Loans, specifying:

            (A) the proposed Conversion/Continuation Date;

            (B) the aggregate amount of Loans to be converted or continued;

            (C) the nature of the proposed conversion or continuation; and

            (D) other than in the case of Base Rate Loans, the duration of the
requested Interest Period.

      (c) If upon the expiration of any Interest Period applicable to Eurodollar
Rate Loans, the Company has failed to select timely a new Interest Period to be
applicable to such Eurodollar Rate Loans or if any Default or Event of Default
shall then exist, the Company shall be deemed to have elected to convert such
Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date
of such current Interest Period.

      (d) Upon receipt of a Notice of Conversion/Continuation, the
Administrative Agent will promptly notify each Lender thereof, or, if no timely
notice is provided by the Company, the Administrative Agent will promptly notify
each Lender of the details of any automatic conversion. All conversions and
continuations shall be made pro rata according to the respective outstanding
principal amounts of the Loans with respect to which the notice was given held
by each Lender.

      (e) Unless the Required Lenders shall otherwise agree, during the
existence of a Default or Event of Default, the Company may not elect to have a
Loan converted into or continued at the end of the applicable Interest Period as
a Eurodollar Rate Loan.

      (f) Notwithstanding any other provision contained in this Agreement, after
giving effect to any conversion or continuation of any Loans, there shall not be
more than six different Interest Periods in effect in respect of all Eurodollar
Rate Loans then outstanding.


                                       41
<PAGE>

      2.5 VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS

      The Company may, upon not less than five Business Days prior notice to the
Administrative Agent, terminate or permanently reduce the Aggregate Revolving
Credit Commitment by an aggregate minimum amount of $5,000,000 or any multiple
of $5,000,000 in excess thereof; provided that no such reduction or termination
shall be permitted if, after giving effect thereto and to any prepayments of the
Loans made on the effective date thereof, the aggregate Effective Amount of all
Revolving Loans would exceed the Aggregate Revolving Credit Commitment then in
effect. Once reduced in accordance with this Section 2.5, the Aggregate
Revolving Credit Commitment may not be increased. Any reduction of the Aggregate
Revolving Credit Commitment shall be applied to each Lender's Revolving Credit
Commitment in accordance with such Lender's Revolving Credit Commitment
Percentage. All accrued commitment fees or Facility Fees to the effective date
of any reduction or termination of the Aggregate Revolving Credit Commitment
shall be paid on the effective date of such reduction or termination.

      2.6 OPTIONAL PREPAYMENTS

      Subject to Section 4.4, the Company may, at any time or from time to time,
by written notice delivered to the Administrative Agent at least three Business
Days prior to the proposed prepayment date in the case of Eurodollar Rate Loans
and on the proposed prepayment date in the case of Base Rate Loans (in each case
with respect to each of the foregoing notices, such written notice must be
received by the Administrative Agent not later than 9:00 a.m. (San Francisco
time)), ratably prepay the Revolving Loans, in whole or in part, in minimum
principal amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof.
Such notice of prepayment shall specify (i) the date and amount of such
prepayment, (ii) whether such prepayment is of Base Rate Loans or Eurodollar
Rate Loans, or any combination thereof, and (iii) if applicable, whether such
prepayment is of a Revolving Facility Tranche Loan or a Capital Expenditure
Tranche Loan, or both. Such notice shall not thereafter be revocable by the
Company and the Administrative Agent will promptly notify each Lender thereof
and of such Lender's Revolving Credit Pro Rata Share of such prepayment. If such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to each such date on the
amount prepaid and any amounts required pursuant to Section 4.4.

      2.7 MANDATORY PREPAYMENTS OF LOANS; MANDATORY COMMITMENT REDUCTIONS

      (a) Mandatory Prepayments.

            (i) Asset Dispositions. If the Company or any of its Restricted
Subsidiaries shall at any time or from time to time make a sale of Properties


                                       42
<PAGE>

permitted by subsection 8.2(i), then no less than 50% of the Net Proceeds of
such sale shall either be paid by the Company as a prepayment of the Qualified
Debt in accordance with the immediately following sentence or be reinvested in
accordance with subsection 8.2(i). Prepayments under this subsection 2.7(a)(i)
shall be applied as follows: first, to repay the outstanding 1989 Notes such
that there shall be applied to the 1989 Notes (until the 1989 Notes are repaid
in full) an amount equal to the total amount of the prepayment multiplied by a
fraction, the numerator of which is the outstanding balance of principal and
interest on the 1989 Notes immediately preceding the prepayment, and the
denominator of which is the total amount of Indebtedness of the Company
immediately preceding the prepayment, and second, to repay any other outstanding
Qualified Debt selected by the Company.

            (ii) Excess Harvesting. If the Company or any of its Restricted
Subsidiaries shall at any time or from time to time harvest excess Timber
permitted by Section 8.3, then the Net Proceeds from such excess harvest shall
either be paid by the Company as a prepayment of the Qualified Debt in
accordance with the immediately following sentence or be reinvested in
accordance with Section 8.3. Prepayments under this subsection 2.7(a)(ii) shall
be applied as follows: first, to repay the outstanding 1989 Notes such that
there shall be applied to the 1989 Notes (until the 1989 Notes are repaid in
full) an amount equal to the total amount of the prepayment multiplied by a
fraction, the numerator of which is the outstanding balance of principal and
interest on the 1989 Notes immediately preceding the prepayment, and the
denominator of which is the total amount of Indebtedness of the Company
immediately preceding the prepayment, and second, to repay any other outstanding
Qualified Debt selected by the Company.

            (iii) Revolving Facility Tranche Loans. If the Company has given a
notice pursuant to Section 2.16 allocating all or a portion of the Loans to the
Revolving Facility Tranche, the Company shall cause, for a period of at least 45
consecutive days during the 12 calendar month period after the effective date of
such notice and during each successive 12 calendar month period prior to the
Revolving Credit Termination Date and the aggregate principal amount of
Revolving Facility Tranche Loans to be $0.

      (b) General.

            (i) Any prepayments of any Loans pursuant to subsection 2.7(a) shall
be applied first to any Base Rate Loans then outstanding, and second, at the
Company's option, to Cash Collateralize or to prepay in the inverse order of
their stated maturity Eurodollar Rate Loans. Subject to the immediately
preceding sentence and so long as no Default or Event of Default shall then
exist, if applicable, any such prepayments of any Loans shall be applied to
Revolving Facility Tranche Loans and Capital Expenditure Tranche Loans as
directed by the Company.


                                       43
<PAGE>

            (ii) The Company shall pay, together with each prepayment under this
Section 2.7, accrued interest on the amount prepaid and any amounts required
pursuant to Section 4.4.

            (iii) No prepayment under Section 2.6 or 2.7 shall in any way affect
the obligations of the Company or any of its Subsidiaries under any Swap
Contract; unless otherwise provided in such Swap Contract.

      2.8 REPAYMENT

      The Company hereby promises to pay, and shall repay, to the Lenders in
full on the Revolving Credit Termination Date the Effective Amount of all Loans,
together with all accrued and unpaid interest thereon and all other amounts owed
hereunder with respect to such Loans.

      2.9 INTEREST

      (a) Subject to subsection 2.9(c), each Loan shall bear interest on the
outstanding principal amount thereof from the date when made until it becomes
due at a rate per annum equal to the Eurodollar Rate or the Base Rate, as the
case may be, plus the Applicable Margin.

      (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any prepayment of Loans
pursuant to Section 2.6 and 2.7 for the portion of the Loans so prepaid and upon
payment (including prepayment) in full thereof and, during the existence of any
Event of Default, interest shall be paid on demand of the Administrative Agent
at the request or with the consent of the Required Lenders.

      (c) If any amount payable by the Company under any Loan Document is not
paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable law, statute, rule,
regulation and treaty. Furthermore, while any Event of Default exists, the
Company shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable law,
statute, rule, regulation and treaty.

      2.10 [INTENTIONALLY OMITTED]

      2.11 FEES

      (a) Administrative Agent Fees. The Company shall pay to the Administrative
Agent for the Administrative Agent's account administrative agent fees, as
required by the Bank of America Fee Letter in the amounts and at the times


                                       44
<PAGE>

set forth in the Bank of America Fee Letter. The foregoing fees shall be
non-refundable for any reason whatsoever.

      (b) Facility Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with such Lender's Aggregate Commitment
Percentage, a facility fee (the "Facility Fee") equal to the Facility Fee
Percentage times the actual daily amount of the Aggregate Commitments,
regardless of usage. The Facility Fee shall accrue at all times from the Closing
Date until the Revolving Credit Termination Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Revolving Credit Termination Date. The Facility Fee shall be
calculated quarterly in arrears, and if there is any change in the Facility Fee
Percentage during any quarter, the actual daily amount shall be computed and
multiplied by the Facility Fee Percentage separately for each period during such
quarter that such Facility Fee Percentage was in effect. The Facility Fee shall
accrue at all times, including at any time during which one or more of the
conditions in Article V is not met.

      (c) Lenders' Upfront Fee. On the Closing Date, the Company shall pay to
each Lender an upfront fee in the amounts as agreed to between the Company and
each Lender. Each upfront fee paid to each Lender is solely for such Lender's
own account and is nonrefundable for any reason whatsoever.

      (d) Structuring Fees. The Company shall pay to Bank of America for its
account an arrangement, structuring and syndication fee in the amounts and at
the times specified in the Bank of America Fee Letter. Such fees shall be fully
earned when paid and shall be nonrefundable for any reason whatsoever.

      2.12 COMPUTATION OF FEES AND INTEREST

      (a) All computations of interest payable in respect of Base Rate Loans at
all times that the Base Rate is determined by Bank of America's "prime rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest under this
Agreement shall be made on the basis of a 360-day year and actual days elapsed,
which results in more interest being paid than if computed on the basis of a
365-day year. Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day
thereof. Any Loan that is repaid on the same day on which it is made shall,
subject to Section 2.13(a), bear interest for one day.

      (b) The Administrative Agent will, with reasonable promptness, notify the
Company and the Lenders of each determination of a Eurodollar Rate; provided
that any failure to do so shall not relieve the Company of any liability
hereunder or


                                       45
<PAGE>

provide the basis for any claim against the Administrative Agent. Any change in
the interest rate on a Loan resulting from a change in the Applicable Margin,
Eurodollar Reserve Percentage, or the Assessment Rate shall become effective as
of the opening of business on the day on which such change in the Applicable
Margin, Eurodollar Reserve Percentage, or the Assessment Rate becomes effective.
The Administrative Agent will with reasonable promptness notify the Company and
the Lenders of the effective date and the amount of each such change, provided
that any failure to do so shall not relieve the Company of any liability
hereunder or provide the basis for any claim against the Administrative Agent.

      (c) Each determination of an interest rate by the Administrative Agent
pursuant hereto shall be conclusive and binding on the Company and the Lenders
in the absence of manifest error.

      2.13 PAYMENTS BY THE COMPANY

      (a) All payments (including prepayments) to be made by the Company on
account of principal, interest, fees and other amounts required hereunder shall
be made without condition of deduction for any set-off, recoupment, defense or
counterclaim; shall, except as otherwise expressly provided herein, be made to
the Administrative Agent for the ratable account of the Lenders at the
Administrative Agent's Payment Office, and shall be made in dollars and in
immediately available funds, no later than 10:00 a.m. (San Francisco time) on
the date specified herein. The Administrative Agent will promptly distribute to
each Lender its Revolving Credit Pro Rata Share (or other applicable share as
expressly provided herein) of such principal, interest, fees or other amounts,
in like funds as received. Any payment which is received by the Administrative
Agent later than 10:00 a.m. (San Francisco time) shall be deemed to have been
received on the immediately succeeding Business Day and any applicable interest
or fee shall continue to accrue.

      (b) Whenever any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be; subject to the provisions
set forth in the definition of "Interest Period" herein.

      (c) Unless the Administrative Agent shall have received notice from the
Company prior to the date on which any payment is due to the Lenders hereunder
that the Company will not make such payment in full as and when required
hereunder, the Administrative Agent may assume that the Company has made such
payment in full to the Administrative Agent on such date in immediately
available funds and the Administrative Agent may (but shall not be so required),
in reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Company shall not have made such payment in full to the
Administrative Agent,


                                       46
<PAGE>

each Lender shall repay to the Administrative Agent on demand such amount
distributed to such Lender, together with interest thereon for each day from and
including the date such amount is distributed to such Lender to the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds Rate
as in effect for each such day. A notice of the Administrative Agent submitted
to any Lender under this subsection 2.13(c) shall be conclusive, absent manifest
error.

      2.14 PAYMENTS BY THE LENDERS TO THE ADMINISTRATIVE AGENT

      (a) Unless the Administrative Agent shall have received notice from a
Lender on the Closing Date or, with respect to each Borrowing after the Closing
Date, at least one Business Day prior to the date of any proposed Borrowing,
that such Lender will not make available to the Administrative Agent as and when
required hereunder for the account of the Company the amount of that Lender's
Revolving Credit Commitment Percentage of the Borrowing, the Administrative
Agent may assume that each Lender has made such amount available to the
Administrative Agent in immediately available funds on the Borrowing date and
the Administrative Agent may (but shall not be so required), in reliance upon
such assumption, make available to the Company on such date a corresponding
amount. If and to the extent any Lender shall not have made its full amount
available to the Administrative Agent in immediately available funds and the
Administrative Agent in such circumstances has made available to the Company
such amount, that Lender shall on the next Business Day following the date of
such Borrowing make such amount available to the Administrative Agent, together
with interest at the Federal Funds Rate for and determined as of each day during
such period. A notice of the Administrative Agent submitted to any Lender with
respect to amounts owing under this subsection 2.14(a) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to the
Administrative Agent shall constitute such Lender's Loan on the date of such
Borrowing for all purposes of this Agreement. If such amount is not made
available to the Administrative Agent on the next Business Day following the
date of such Borrowing, the Administrative Agent shall notify the Company of
such failure to fund and, upon demand by the Administrative Agent, the Company
shall pay such amount to the Administrative Agent for the Administrative Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.

      (b) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Company by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article V are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.


                                       47
<PAGE>

      (c) The obligations of the Lenders hereunder to make Loans are several and
not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan.

      (d) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.15 SHARING OF PAYMENTS, ETC.

      If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall forthwith (a) notify the Administrative Agent of such fact
(and the Administrative Agent shall, promptly after receipt thereof, send a copy
of such notice to the Lenders), and (b) purchase from the other Lenders such
participations in the Loans made by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender, such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lender's proportionate share (according to the proportion of (i) the amount of
such paying Lender's required repayment to (ii) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered. The Company
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to Section 11.9) with respect to such participation as fully as if such Lender
were the direct creditor of the Company in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased pursuant to this
Section 2.15 and will in each case notify the Lenders following any such
purchases or repayments.

      2.16 LOAN TRANCHES

      The Company may, at any time and from time to time, upon at least five
Business Days notice to the Administrative Agent, allocate all or a portion of
Borrowings to a revolving credit facility tranche (the "Revolving Facility
Tranche") or a capital expenditure tranche (the "Capital Expenditure Tranche"),
or both; provided that:


                                       48
<PAGE>

      (i) at no time shall the Effective Amount of all Revolving Loans allocated
to the Revolving Facility Tranche exceed $50,000,000;

      (ii) at no time shall the Effective Amount of all Revolving Loans
allocated to the Capital Expenditure Tranche exceed $50,000,000;

      (iii) upon allocation to the Revolving Facility Tranche or the Capital
Expenditure Tranche, as case may be, Loans shall remain so allocated
notwithstanding any conversion or continuation of Loans pursuant to Section 2.3;
and

      (iv) the Company and each of the Lenders agree that the establishment of
the Revolving Facility Tranche and the Capital Expenditure Tranche is intended
to assist the Company in its compliance with Section 8.5 and the corresponding
provisions of the applicable Senior Notes Agreements. Accordingly, neither the
failure by the Company to comply in any respect with this Section 2.16 nor the
failure by the Administrative Agent or any Lender to identify or remedy such
noncompliance shall give rise to any liability against the Administrative Agent
or any Lender or any defense to compliance by the Company with Section 8.5.

      Such notice of allocation shall specify (i) the effective date of such
allocation which shall not be a date earlier than the date of such notice, (ii)
the aggregate principal amount of Loans (identified by Type of Loan) to be
allocated to the Revolving Facility Tranche, the Capital Expenditure Tranche, or
both, as the case may be, and (iii) in the case of allocations to the Capital
Expenditure Tranche, the Company shall represent and warrant that the proceeds
of all Loans allocated thereto have been used solely to finance capital
improvements, expansions and additions to the Company's property (including
Timberlands), plant and equipment. The Administrative Agent will promptly notify
the Lenders of such notice of allocation of Loans.

                                   ARTICLE III
                            [INTENTIONALLY OMITTED]

                                   ARTICLE IV
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      4.1 TAXES

      (a) Subject to subsection 4.1(h), any and all payments by the Company to
each Lender or the Administrative Agent under this Agreement shall be made free
and clear of, and without deduction or withholding for, any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Administrative Agent, such taxes (including income taxes or franchise taxes) as
are imposed on or


                                       49
<PAGE>

measured by the Administrative Agent's or each Lender's, as the case may be, net
income by the jurisdiction under the laws of which such Lender or the
Administrative Agent, as the case may be, is organized or maintains a Lending
Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").

      (b) In addition, the Company shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Documents (hereinafter referred to as "Other Taxes").

      (c) If the Company shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Company shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that the Administrative Agent or
such Lender, as the case may be, specifies is necessary to preserve the
after-tax yield (after factoring in all taxes, including taxes imposed on or
measured by net income) such Lender would have received if such Taxes or Other
Taxes had not been imposed.

      (d) Subject to subsection 4.1(h), the Company shall indemnify and hold
harmless each Lender and the Administrative Agent for the full amount of Taxes
or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction
on amounts payable under this Section 4.1) paid by the Lender or the
Administrative Agent and any liability (including penalties, interest, additions
to tax and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within 30 days from the date the Lender or the
Administrative Agent makes written demand therefor. Each Lender and the
Administrative Agent, severally with respect to the amounts received by it from
the Company as indemnification under this subsection 4.1(d), agrees upon the
request of the Company and at the Company's expense, to use commercially
reasonable efforts to obtain a refund of any Taxes or Other Taxes for which it
received indemnification hereunder if such Taxes or Other Taxes were incorrectly
or illegally asserted.

      (e) If the Company shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, then, subject to subsection 4.1(h):

            (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 4.1) such Lender or the Administrative Agent, as
the


                                       50
<PAGE>

case may be, receives an amount equal to the sum it would have received had no
such deductions been made;

            (ii) the Company shall make such deductions; and

            (iii) the Company shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

      (f) Within 30 days after the date of any payment by the Company of Taxes
or Other Taxes, the Company shall furnish to the Administrative Agent and such
Lender the original or a certified copy of a receipt evidencing payment thereof,
or other evidence of payment satisfactory to the Administrative Agent and such
Lender.

      (g) Each Lender which is not a "United States person" (as defined in the
Code) hereby agrees that:

            (i) such Lender shall, no later than the Closing Date (or, in the
case of a Lender which becomes a party hereto pursuant to Section 11.8 after the
Closing Date, the date upon which the Lender becomes a party hereto) deliver to
the Company through the Administrative Agent (two originals):

                  (A) if its Lending Office is located in the United States of
America, accurate and complete signed originals of Internal Revenue Service Form
W-8ECI or any successor thereto ("Form W-8ECI") or other version of Internal
Revenue Service Form W-8, as appropriate, or any successor thereto ("Form W-8"),
and/or

                  (B) if its Lending Office is located outside the United States
of America, accurate and complete signed originals of Internal Revenue Service
Form W-8BEN or any successor thereto ("Form W-8BEN") or other appropriate Form
W-8, and, in the case of a Lender claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a certificate representing that such Lender is
not a Lender for purposes of Section 881(c) of the Code, is not a 10%
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Company and is not a controlled foreign corporation related to the Company
(within the meaning of Section 864(d)(4) of the Code) ("Portfolio Interest
Exemption Certificate");

in each case indicating that such Lender is on the date of delivery thereof
entitled to receive payments of principal, interest and fees for the account of
such Lending Office or Offices under this Agreement free from withholding of
United States Federal income tax;

            (ii) if at any time such Lender makes any changes necessitating a
new Form W-8ECI, W-8BEN or other appropriate Form W-8, it shall with


                                       51
<PAGE>

reasonable promptness deliver to the Company through the Administrative Agent in
replacement for, or in addition to, the forms previously delivered by it
hereunder, two accurate and complete signed originals of Form W-8ECI, W-8BEN or
other appropriate, Form W-8, as appropriate, and, if appropriate a Portfolio
Interest Exemption Certificate, in each case indicating that such Lender is on
the date of delivery thereof entitled to receive payments of principal, interest
and fees under this Agreement free from withholding of United States Federal
income tax;

            (iii) such Lender shall, before or promptly after the occurrence of
any event (including the passing of time but excluding any event mentioned in
(ii) above) requiring a change in or renewal of the most recent Form W-8ECI,
W-8BEN or other appropriate Form W-8, previously delivered by such Lender,
deliver to the Company through the Administrative Agent two accurate and
complete original signed copies of Form W-8ECI, W-8BEN or other appropriate Form
W-8 in replacement for the forms previously delivered by such Lender; and

            (iv) such Lender shall, promptly upon the Company's or the
Administrative Agent's reasonable request to that effect, deliver to the Company
or the Administrative Agent (as the case may be) such other forms or similar
documentation as may be required from time to time by any applicable law,
treaty, rule or regulation in order to establish such Lender's tax status for
withholding purposes.

      (h) The Company will not be required to pay any additional amounts in
respect of United States Federal income tax pursuant to subsection 4.1(a),
subsection 4.1(c), subsection 4.1(d) or subsection 4.1(e) to any Lender for the
account of any Lending Office of such Lender:

            (i) if the obligation to pay such additional amounts would not have
arisen but for a failure by such Lender to comply with its obligations under
subsection 4.1(g) in respect of such Lending Office;

            (ii) if such Lender shall have delivered to the Company a Form
W-8ECI or other appropriate Form W-8 in respect of such Lending Office pursuant
to subsection 4.1(g), and such Lender shall not at any time be entitled to
exemption from deduction or withholding of United States Federal income tax in
respect of payments by the Company hereunder for the account of such Lending
Office for any reason other than a change in United States law or regulations or
applicable tax treaty or regulations or in the official interpretation of such
law, treaty or regulations by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) after the date of delivery of such Form W-8ECI or other appropriate Form
W-8; or

            (iii) if the Lender shall have delivered to the Company a Form
W-8BEN or other appropriate Form W-8 in respect of such Lending Office


                                       52
<PAGE>

pursuant to subsection 4.1(g), and such Lender shall not at any time be entitled
to exemption from deduction or withholding of United States Federal income tax
in respect of payments by the Company hereunder for the account of such Lending
Office for any reason other than a change in United States law or regulations or
any applicable tax treaty or regulations or in the official interpretation of
any such law, treaty or regulations by any Governmental Authority charged with
the interpretation or administration thereof (whether or not having the force of
law) after the date of delivery of such Form W-8BEN or other appropriate Form
W-8.

      (i) If, at any time, the Company requests any Lender to deliver any forms
or other documentation pursuant to subsection 4.1(g)(iv), then the Company
shall, on demand of such Lender through the Administrative Agent, reimburse such
Lender for any costs and expenses (including Attorney Costs) reasonably incurred
by such Lender in the preparation or delivery of such forms or other
documentation.

      (j) If the Company is required to pay additional amounts to any Lender or
the Administrative Agent pursuant to subsection 4.1(e), then such Lender shall
use its reasonable best efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Company which may thereafter accrue
if such change in the judgment of such Lender is not otherwise disadvantageous
to such Lender.

      4.2 ILLEGALITY

      (a) If any Lender shall determine that the introduction of any Requirement
of Law, or any change in any Requirement of Law or in the interpretation or
administration thereof, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, then, on
notice thereof by such Lender to the Company through the Administrative Agent,
any obligation of such Lender to make or continue Eurodollar Rate Loans shall be
suspended until such Lender shall have notified the Administrative Agent and the
Company that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Company shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Company shall also pay accrued
interest on the amount so prepaid or converted, together with any amounts
required to be paid in connection therewith pursuant to Section 4.4.


                                       53
<PAGE>

      (b) Before giving any notice to the Administrative Agent under this
Section, the affected Lender shall designate a different Lending Office with
respect to its Eurodollar Rate Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Lender, be illegal or otherwise disadvantageous to the Lender.

      4.3 INCREASED COSTS AND REDUCTION OF RETURN

      (a) If any Lender shall determine that, due to either (i) the introduction
of or any change after the date hereof (other than any change by way of
imposition of or increase in reserve requirements included in the calculation of
the Eurodollar Rate or in respect of the assessment rate (the "Assessment Rate")
payable by any Lender to the FDIC for insuring U.S. deposits) in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining any
Eurodollar Rate Loans, then the Company shall be liable for, and shall from time
to time, upon demand therefor by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender, additional amounts as are sufficient to compensate such Lender for such
increased costs.

      (b) If any Lender shall have determined that (i) the introduction of any
Capital Adequacy Regulation after the date hereof, (ii) any change in any
Capital Adequacy Regulation after the date hereof, (iii) any change in the
interpretation or administration of any Capital Adequacy Regulation by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof after the date hereof, or (iv) compliance by the Lender
(or its Lending Office) or any corporation controlling the Lender, with any
Capital Adequacy Regulation, affects or would affect the amount of capital
required or expected to be maintained by the Lender or any corporation
controlling the Lender and (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy and such Lender's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitment, loans, credits or obligations
under this Agreement, then, upon demand of such Lender (with a copy to the
Administrative Agent), the Company shall upon demand pay to the Lender, from
time to time as specified by the Lender, additional amounts sufficient to
compensate the Lender for such increase.

      4.4 FUNDING LOSSES

      Upon demand of any Lender (with a copy to the Administrative Agent), the
Company agrees to promptly reimburse each Lender and to hold each Lender
harmless from any loss, cost or expense which the Lender may sustain or incur as
a consequence of:


                                       54
<PAGE>

      (a) the failure of the Company to make any payment or mandatory prepayment
of principal of any Eurodollar Rate Loan (including payments made after any
acceleration thereof);

      (b) the failure of the Company to borrow, continue or convert a Loan after
the Company has given (or is deemed to have given) a Notice of Borrowing or a
Notice of Conversion/Continuation;

      (c) the failure of the Company to make any prepayment of any Loan after
the Company has given a notice in accordance with Section 2.6;

      (d) the prepayment (including pursuant to Section 2.6 or 2.7) of a
Eurodollar Rate Loan on a day which is not the last day of the Interest Period
with respect thereto; or

      (e) the conversion of any Eurodollar Rate Loan to a Base Rate Loan on a
day that is not the last day of the respective Interest Period;

      including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Eurodollar Rate Loans
hereunder or from fees payable to terminate the deposits from which such funds
were obtained.

      4.5 INABILITY TO DETERMINE RATES

      If the Required Lenders shall have determined that for any reason adequate
and reasonable means do not exist for ascertaining the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan or
that the Eurodollar Rate applicable pursuant to subsection 2.9(a) for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will forthwith give notice of such determination to the
Company and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Rate Loans, as the case may be, hereunder shall be suspended
until the Administrative Agent upon the instruction of the Required Lenders
revokes such notice in writing. Upon receipt of such notice, the Company may
revoke any Notice of Borrowing or Notice of Conversion/Continuation then
submitted by it. If the Company does not revoke such notice, the Lenders shall
make, convert or continue the Loans, as proposed by the Company, in the amount
specified in the applicable notice submitted by the Company, but such Loans
shall be made, converted or continued as Base Rate Loans instead of Eurodollar
Rate Loans.

      4.6 CERTIFICATE OF LENDER

      Each Lender, if claiming reimbursement or compensation pursuant to this
Article IV, shall deliver to the Company, a certificate setting forth in
reasonable


                                       55
<PAGE>

detail the amount payable to such Lender hereunder and such certificate shall be
conclusive and binding on the Company in the absence of manifest error.

      4.7 SURVIVAL

      The covenants, agreements and obligations of the Company in this Article
IV shall survive the payment of all other Obligations and the termination of
this Agreement and the Commitments.

                                   ARTICLE V
                              CONDITIONS PRECEDENT

      5.1 CONDITIONS OF INITIAL CREDIT EXTENSIONS

      The obligation of each Lender to make its initial Credit Extension
hereunder is subject to the following conditions:

      (a) the Administrative Agent shall have received on or before the Closing
Date all of the following, in form and substance satisfactory to the
Administrative Agent and, as to the items referenced in subsection 5.1(a)(vii),
the Required Lenders, and in sufficient copies for each Lender:

            (i) Credit Agreement. This Agreement executed by the Company, the
Administrative Agent, each of the Syndication Agents, each of the Documentation
Agents, and each of the Lenders;

            (ii) Resolutions; Incumbency.

                  (A) Resolutions.

                        (1) Copies of the resolutions of the board of directors
of the REIT, as the sole member of the General Partner, as general partner of
the Company, approving and authorizing the execution, delivery and performance
by such entities on behalf of the Company of this Agreement and the other Loan
Documents to which the Company is a party to be delivered hereunder, and
authorizing the borrowing of the Loans, certified as of the Closing Date by the
Secretary or an Assistant Secretary of the REIT;

                        (2) Copies of the resolutions of the board of directors
of the REIT, as the sole member of the General Partner, as general partner of
the Company, as the sole member of Plum Creek Southern approving and authorizing
the execution, delivery and performance by such entities on behalf of Plum Creek
Southern of the Plum Creek Southern Timber Assumption Agreement to be delivered
hereunder, certified as of the Closing Date by the Secretary or Assistant
Secretary of the REIT; and


                                       56
<PAGE>


                        (3) Copies of the resolutions of the board of directors
of the REIT, as the sole member of the General Partner, as general partner of
the Company, as the sole member of Plum Creek South Central approving and
authorizing the execution, delivery and performance by such entities on behalf
of Plum Creek South Central of the Plum Creek South Central Assumption Agreement
to be delivered hereunder, certified as of the Closing Date by the Secretary or
Assistant Secretary of the REIT.

                  (B) Incumbency.

                        (1) A certificate of the Secretary or Assistant
Secretary of the REIT certifying the names and true signatures of the duly
authorized officers of the REIT, as the sole member of the General Partner, as
general partner of the Company, authorized to execute, deliver and perform, as
applicable, this Agreement on behalf of the Company, and all other Loan
Documents to be delivered hereunder;

                        (2) A certificate of the Secretary or Assistant
Secretary of the REIT certifying the names and true signatures of the duly
authorized officers of the REIT, as the sole member of the General Partner, as
general partner of the Company, as the sole member of Plum Creek Southern
authorized to execute, deliver and perform the Southern Timber Assumption
Agreement to be delivered hereunder; and

                        (4) A certificate of the Secretary or Assistant
Secretary of the REIT certifying the names and true signatures of the duly
authorized officers of the REIT, as the sole member of the General Partner, as
general partner of the Company, as the sole member of Plum Creek South Central
authorized to execute, deliver and perform the Plum Creek South Central
Assumption Agreement to be delivered hereunder.

            (iii) Articles of Incorporation; By-laws; Partnership Documents and
Good Standing. Each of the following documents:

                  (A) the certificate of limited partnership of the Company, the
certificate of formation of the General Partner, and the certificate of
incorporation of the REIT, in each case as in effect on the Closing Date,
certified by the Secretary of State or similar, applicable Governmental
Authority of the state of formation, organization or incorporation, as the case
may be, of such Persons as of a recent date, and by the Secretary or Assistant
Secretary of the REIT, and a certificate of the Secretary or Assistant Secretary
of the REIT attaching copies of the Organizational Documents of each of the
Company, the General Partner and the REIT and certifying that such
Organizational Documents are true, correct, and complete as of the Closing Date;


                                       57
<PAGE>

                  (B) the certificate of formation of Plum Creek Southern as in
effect on the Closing Date, certified by the Secretary of State (or similar
applicable Governmental Authority) of the state of organization of Plum Creek
Southern as of a recent date, and by the Assistant Secretary or Secretary of the
REIT, and a certificate of the Assistant Secretary or Secretary of the REIT
attaching copies of the Organizational Documents of Plum Creek Southern and
certifying that such Organizational Documents are true, correct and complete as
of the Closing Date;

                  (C) the certificate of formation of Plum Creek South Central
as in effect on the Closing Date, certified by the Secretary of State (or
similar applicable Governmental Authority) of the state of organization of Plum
Creek South Central as of a recent date, and by the Assistant Secretary or
Secretary of the REIT and a certificate of the Assistant Secretary or Secretary
of the REIT, attaching copies of the Organizational Documents of Plum Creek
South Central and certifying that such Organizational Documents are true,
correct and complete as of the Closing Date; and

                  (D) a good standing certificate for each Loan Party and each
Partner Entity from the Secretary of State (or similar, applicable Governmental
Authority) of its state of incorporation, formation or organization, as the case
may be, as of a recent date.

            (iv) Legal Opinion. An opinion of James A. Kraft, Vice President,
General Counsel and Secretary of the REIT and the General Partner and counsel to
the Loan Parties, dated as of the Closing Date and addressed to the
Administrative Agent and the Lenders and substantially in the form of Exhibit C.

            (v) Certificate. A certificate signed by a Responsible Officer,
dated as of the Closing Date, stating that:

                  (A) the representations and warranties contained in Article VI
are true and correct on and as of such date and as of the date hereof, as though
made on and as of such date;

                  (B) no Default or Event of Default exists as of such date, or
would result from the initial Credit Extension; and

                  (C) there has occurred since December 31, 2001, no event or
circumstance that has resulted or would reasonably be expected to result in a
material adverse change in, or a material adverse effect upon, the business,
assets, liabilities (actual or contingent), operations, properties, condition
(financial otherwise) or prospects of, or information regarding, the REIT, the
Company and their respective Subsidiaries (taken as whole);


                                       58
<PAGE>

                  (D) there exists no action, suit, investigation, litigation or
proceeding pending or threatened in any court or before any arbitrator or
Governmental Authority that (i) could reasonably be expected to (A) have a
material adverse effect on the operations, business, properties, condition
(financial or otherwise) or prospects of the Company or the Company and its
Subsidiaries, taken as a whole, (B) adversely affect the ability of any Loan
Party to perform its obligations under the Loan Documents to which such Loan
Party is a party or (C) adversely affect the rights and remedies of the
Administrative Agent and the Lenders under the Loan Documents, or (ii) adversely
affects any aspect of the transactions contemplated hereby or any of the Loan
Documents; and

                  (E) all governmental and third party consents and approvals
necessary in connection with each aspect of the credit facility contemplated
herein have been obtained and shall remain in effect; all applicable waiting
periods shall have expired without any adverse action being taken by any
competent authority; and no applicable law or regulation and no judgment,
injunction, order or decree, shall, in each case, be applicable that prohibits,
restrains, prevents, or imposes adverse conditions upon such credit facility.

            (vi) Subsidiary Assumption Agreements.

                  (A) The Plum Creek Southern Timber Assumption Agreement duly
executed by Plum Creek Southern, in form and substance satisfactory to the
Administrative Agent and the Lenders; and

                  (B) The Plum Creek South Central Assumption Agreement duly
executed by Plum Creek South Central, in form and substance satisfactory to the
Administrative Agent and the Lenders;

            (vii) Other Documents. Such other approvals, opinions, documents or
materials as the Administrative Agent or the Required Lenders may reasonably
request.

      (b) Payment of Fees. The Company shall have paid all accrued and unpaid
fees, costs and expenses to the extent then due and payable on the Closing Date,
together with Attorney Costs of Bank of America to the extent invoiced prior to
or on the Closing Date, together with such additional amounts of Attorney Costs
as shall constitute Bank of America's reasonable estimate of Attorney Costs
incurred or to be incurred through the closing proceedings, provided that such
estimate shall not thereafter preclude final settling of accounts between the
Company and Bank of America; including any such costs, fees and expenses arising
under or referenced in Sections 2.11, 4.1 and 11.4.


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<PAGE>

      (c) Revolving Credit Promissory Notes. If so requested by any Lender by
November 25, 2002, the Company shall have delivered to such Lender the
applicable Revolving Credit Promissory Note in respect of such Lender.

      (d) Amendment to Existing Credit Agreement. The Existing Credit Agreement
shall have been amended by the Company, the required "Banks" thereunder, and
Bank of America, as administrative agent thereunder, to among other things,
permit the credit facility contemplated by this Agreement and allow the Company
to use a certain portion of net proceeds from asset sales in calculating
Available Cash for purposes of making restricted payments.

      5.2 CONDITIONS TO ALL CREDIT EXTENSIONS

      The obligation of each Lender to make any Loans to be made by it
(including its initial Loan) or to continue or convert any Loan pursuant to
Section 2.4 is subject to the satisfaction of the following conditions precedent
on the relevant date of Borrowing or Conversion/Continuation Date:

      (a) Notice, Application. As to any Loan, the Administrative Agent shall
have received (with, in the case of the initial Loan only, a copy for each
Lender) a Notice of Borrowing or a Notice of Conversion/Continuation, as
applicable;

      (b) Continuation of Representations and Warranties. The representations
and warranties made by the Company contained in Article VI shall be true and
correct on and as of such date of Borrowing or Conversion/Continuation Date with
the same effect as if made on and as of such date of Borrowing or
Conversion/Continuation Date (except to the extent such representations and
warranties specifically relate to an earlier date, in which case they shall be
true and correct as of such earlier date); and

      (c) No Existing Default. No Default or Event of Default shall exist or
shall result from such Credit Extension.

      Each Notice of Borrowing or Notice of Conversion/Continuation submitted by
the Company hereunder shall constitute a representation and warranty by the
Company hereunder, as of the date of each such notice, request or application
and as of the date of each Borrowing or each Conversion/Continuation Date, as
applicable, that the conditions in Section 5.2 are satisfied.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to the Administrative Agent and each
Lender that:


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<PAGE>

      6.1 CORPORATE EXISTENCE AND POWER

      (a) The Company, each of its Subsidiaries, and each of the Partner
Entities:

            (i) is a limited partnership, limited liability company, or
corporation, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its formation;

            (ii) is duly qualified as a foreign partnership, limited liability
company, or corporation, as applicable, and licensed and in good standing, under
the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification or license;
and

            (iii) is in compliance with all Requirements of Law except where
failure to so comply would not reasonably be expected to have a Material Adverse
Effect.

      (b) The Company, each of its Subsidiaries and each of the Partner Entities
has the power and authority and all governmental licenses, authorizations,
consents and approvals to own its assets and carry on its business; each Loan
Party and each of the other Partner Entities has the power and authority and all
governmental licenses, authorizations, consents and approvals to execute,
deliver, and perform its obligations under the Loan Documents to which it is a
party.

      6.2 AUTHORIZATION; NO CONTRAVENTION

      The execution, delivery and performance by each Loan Party of each of the
Loan Documents to which such Person is party, and the consummation of the
transactions contemplated by any of the Loan Documents have been duly authorized
by all necessary corporate, limited liability company and/or partnership action,
as the case may be, by such Person, and do not and will not:

      (a) contravene the terms of the Organization Documents of any of the
Company, any other Loan Party or any of the other Partner Entities;

      (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any Contractual Obligation
to which such Person is a party or any order, injunction, writ or decree of any
Governmental Authority to which such Person or its Property is subject; or

      (c) violate any Requirement of Law.

      6.3 GOVERNMENTAL AND THIRD PARTY AUTHORIZATION

      Except as has been obtained by the Company prior to the date of this
Agreement, no approval, consent, exemption, authorization, or other action by,
or


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<PAGE>

notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with the execution, delivery or performance
by, or enforcement against, the Company, any of the Partner Entities, or any of
their respective Subsidiaries of the Agreement or any other Loan Document, or
for the consummation of any of the transactions contemplated by any of the Loan
Documents.

      6.4 BINDING EFFECT

      This Agreement and each other Loan Document to which any Loan Party is a
party constitute the legal, valid and binding obligations of each such Person
party thereto, enforceable against each such Person in accordance with their
respective terms except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditor's
rights generally or by equitable principles relating to enforceability.

      6.5 LITIGATION

      There are no actions, suits, proceedings, claims or disputes pending, or
to the Company's Knowledge and the knowledge of each of the Partner Entities,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, against the Company, any of the Partner Entities or any
of their respective Subsidiaries or any of their respective Properties which:

      (a) purport to affect or pertain to this Agreement, any other Loan
Document or any of the transactions contemplated by any of the Loan Documents;
or

      (b) have a reasonable probability of success on the merits and which, if
determined adversely to the Company, any of the Partner Entities, or any of
their respective Subsidiaries, would reasonably be expected to have a Material
Adverse Effect. No injunction, writ, temporary restraining order or any order of
any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of this
Agreement or any other Loan Document, or directing that any of the transactions
contemplated by any of the Loan Documents not be consummated as herein or
therein provided.

      6.6 NO DEFAULT

      No Default or Event of Default exists or would result from the incurring
of any Obligations by the Company. Neither the Company, nor any of the Partner
Entities, nor any of their respective Subsidiaries is in default under or with
respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, would reasonably be expected to have a Material
Adverse Effect or that would, if such default had occurred after the Closing
Date, create an Event of Default under subsection 9.1(e).


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<PAGE>

      6.7 ERISA COMPLIANCE

      (a) Schedule 6.7 lists all Plans as of the Closing Date and separately
identifies Plans intended to be Qualified Plans and Multiemployer Plans.

      (b) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state law,
including all requirements under the Code or ERISA for filing reports (which are
true and correct in all material respects as of the date filed), and benefits
have been paid in accordance with the provisions of the Plan.

      (c) Except as specifically disclosed in Schedule 6.7, each Qualified Plan
has been determined by the IRS to qualify under Section 401 of the Code, and the
trusts created thereunder have been determined to be exempt from tax under the
provisions of Section 501 of the Code, and to the Company's Knowledge nothing
has occurred which would cause the loss of such qualification or tax-exempt
status.

      (d) Except as specifically disclosed in Schedule 6.7, there is no
outstanding liability under Title IV of ERISA (other than premiums due but not
delinquent under Section 4007 of ERISA) with respect to any Plan maintained or
sponsored by the Company or any ERISA Affiliate, nor with respect to any Plan to
which the Company or any ERISA Affiliate contributes or is obligated to
contribute, and which liability would reasonably be expected to have a Material
Adverse Effect.

      (e) Except as specifically disclosed in Schedule 6.7, no Plan subject to
Title IV of ERISA has any Unfunded Pension Liability which would reasonably be
expected to have a Material Adverse Effect.

      (f) Except as specifically disclosed in Schedule 6.7, the Company and its
ERISA Affiliates have not ever represented, promised or contracted (whether in
oral or written form) to any current or former employee (either individually or
to employees as a group) that such current or former employee(s) would be
provided, at any cost to the Company or its ERISA Affiliates, with life
insurance or employee welfare plan benefits (within the meaning of section 3(1)
of ERISA) following retirement or termination of employment, other than benefits
mandated by applicable law, including but not limited to, continuation coverage
required to be provided under Section 4980B of the Code or Title I, Subtitle B,
Part 6 of ERISA, and which cost would reasonably be expected to have a Material
Adverse Effect. To the extent that the Company or its ERISA Affiliates have made
any such representation, promise or contract, they have expressly reserved the
right to amend or terminate such life insurance or employee welfare plan
benefits with respect to claims not yet incurred.


                                       63
<PAGE>

      (g) The Company and its ERISA Affiliates have complied in all material
respects with the notice and continuation coverage requirements of Section 4980B
of the Code.

      (h) Except as specifically disclosed in Schedule 6.7, no ERISA Event has
occurred or, to the Company's Knowledge is reasonably expected to occur with
respect to any Plan which would reasonably be expected to have a Material
Adverse Effect.

      (i) There are no pending or, to the Company's Knowledge, threatened
claims, actions or lawsuits, other than routine claims for benefits in the usual
and ordinary course, asserted or instituted against (i) any Plan maintained or
sponsored by the Company or its assets, (ii) the Company or its ERISA Affiliates
with respect to any Qualified Plan, or (iii) any fiduciary with respect to any
Plan for which the Company or its ERISA Affiliates may be directly or indirectly
liable, through indemnification obligations or otherwise and which claim, action
or lawsuit would reasonably be expected to have a Material Adverse Effect.

      (j) Except as specifically disclosed in Schedule 6.7, neither the Company
nor any ERISA Affiliate has incurred nor, to the Company's Knowledge, reasonably
expects to incur (i) any liability (and, to the Company's knowledge, no event
has occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan or (ii) any liability under Title IV of ERISA (other than
premiums due and not delinquent under Section 4007 of ERISA) with respect to a
Plan, and which liability would reasonably be expected to have a Material
Adverse Effect.

      (k) Except as specifically disclosed in Schedule 6.7, neither the Company
nor any ERISA Affiliate has transferred any Unfunded Pension Liability to a
Person other than the Company or an ERISA Affiliate or otherwise engaged in a
transaction that is subject to Section 4069 or 4212(c) of ERISA.

      (l) The Company has not engaged, directly or indirectly, in a non-exempt
prohibited transaction (as defined in Section 4975 of the Code or Section 406 of
ERISA) in connection with any Plan which would reasonably be expected to have a
Material Adverse Effect.

      6.8 USE OF PROCEEDS; MARGIN REGULATIONS

      The proceeds of the Loans are intended to be and shall be used solely for
the purposes set forth in and permitted by Section 7.11, and are intended to be
and shall be used in compliance with Section 8.7. Neither the Company, nor any
of the Partner Entities, nor any of their respective Subsidiaries is generally
engaged in the


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<PAGE>

business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

      6.9 TITLE TO PROPERTIES

      The Company and each of its Subsidiaries have good record and marketable
title in fee simple to, or valid leasehold interests in, all real Property
necessary or used in the ordinary conduct of their respective businesses, except
for such defects in title as would not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect. As of the Closing Date, the
Property of the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

      6.10 TAXES

      The Company, each of the Partner Entities and each of their respective
Subsidiaries have filed all Federal and other material tax returns and reports
required to be filed, and have paid all Federal and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their Properties, income or assets otherwise due and payable, except those which
are being contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP and no Notice of
Lien has been filed or recorded. There is no proposed tax assessment against the
Company, any of the Partner Entities or any of their respective Subsidiaries
which would, if the assessment were made, have a Material Adverse Effect.

      6.11 FINANCIAL CONDITION

      (a) The audited consolidated financial statements of financial condition
of the Company and its Subsidiaries dated December 31, 2001, and the related
consolidated statements of income and consolidated statement of cash flows for
the fiscal year ended on that date:

            (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein;

            (ii) fairly present the financial condition of the Company and its
Subsidiaries as of the date thereof and results of operations for the period
covered thereby; and

            (iii) except as specifically disclosed in Schedule 6.22, show all
material Indebtedness and other liabilities, direct or contingent of the Company
and its consolidated Subsidiaries as of the date thereof, including liabilities
for taxes and material commitments.

      (b) Since December 31, 2001, there has been no Material Adverse Effect.


                                       65
<PAGE>

      6.12 ENVIRONMENTAL MATTERS

      (a) Except as specifically disclosed in Schedule 6.12, the on-going
operations of the Company, each of the Partner Entities, and each of their
respective Subsidiaries comply in all respects with all Environmental Laws,
except such non-compliance which would not (if enforced in accordance with
applicable law) result in liability in excess of $25,000,000 in the aggregate.

      (b) Except as specifically disclosed in Schedule 6.12, the Company, each
of the Partner Entities, and each of their respective Subsidiaries have obtained
all licenses, permits, authorizations and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, all such Environmental Permits are in good standing,
and the Company, each of the Partner Entities, and each of their respective
Subsidiaries are in compliance with all terms and conditions of such
Environmental Permits except where the failure to obtain, maintain in good
standing or comply with such Environmental Permits would not reasonably be
expected to have a Material Adverse Effect.

      (c) Except as specifically disclosed in Schedule 6.12, none of the
Company, the Partner Entities, any of their respective Subsidiaries or any of
their respective present Property or operations, is subject to any outstanding
written order from or agreement with any Governmental Authority, nor subject to
any judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Material arising out of a violation or
alleged violation of any Environmental Law.

      (d) Except as specifically disclosed in Schedule 6.12, there are no
Hazardous Materials or other conditions or circumstances existing with respect
to any Property, or arising from operations prior to the Closing Date, of the
Company, each of the Partner Entities, or any of their respective Subsidiaries
that would reasonably be expected to give rise to Environmental Claims with a
potential liability of the Company and its Subsidiaries in excess of $25,000,000
in the aggregate for any such condition, circumstance or Property. In addition,
except as specifically disclosed in Schedule 6.12, (i), neither the Company nor
any of the Partner Entities nor any of their respective Subsidiaries has any
underground storage tanks (x) that are not properly registered or permitted
under applicable Environmental Laws, or (y) that are leaking or disposing of
Hazardous Materials off-site, and (ii) the Company, the Partner Entities and
their respective Subsidiaries have notified all of their employees of the
existence, if any, of any health hazard arising from the conditions of their
employment and have met all notification requirements under Title III of CERCLA
and all other Environmental Laws.


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<PAGE>

      6.13 REGULATED ENTITIES

      None of the Company, any of the Partner Entities, any Person controlling
the Company or any of the Partner Entities, or any Subsidiary of the Company or
any of the Partner Entities, is (a) an "Investment Company" within the meaning
of the Investment Company Act of 1940; or (b) subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

      6.14 NO BURDENSOME RESTRICTIONS

      Neither the Company, nor any of the Partner Entities nor any of their
respective Subsidiaries is a party to or bound by any Contractual Obligation, or
subject to any charter or corporate restriction, or any Requirement of Law,
which would reasonably be expected to have a Material Adverse Effect.

      6.15 SOLVENCY

      The Company, the REIT, the General Partner, the Facilities Subsidiary, and
the Restricted Subsidiaries are each Solvent.

      6.16 LABOR RELATIONS

      There are no strikes, lockouts or other labor disputes against the Company
or any of its Subsidiaries, or, to the Company's Knowledge, threatened against
or affecting the Company or any of its Subsidiaries which could reasonably be
expected to, either individually or in the aggregate, have a Material Adverse
Effect. There are no unfair labor practice complaints pending against the
Company or any of its Subsidiaries or, to the Company's Knowledge, threatened
against any of them before any Governmental Authority which have a reasonable
probability of success on the merits and which, if determined adversely to the
Company or any of its Subsidiaries, could reasonably be expected to, either
individually or in the aggregate, have a Material Adverse Effect.

      6.17 COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC.

      The Company or its Subsidiaries own or are licensed or otherwise have the
right to use all of the patents, trademarks, service marks, trade names,
copyrights, other intellectual property, contractual franchises, authorizations
and other rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person. To
the Company's Knowledge, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any of its Subsidiaries infringes
upon any rights held by any other Person; no claim or litigation regarding any
of the foregoing is


                                       67
<PAGE>

pending or, to the Company's Knowledge, threatened, and no patent, invention,
device, application, principle or any statute, law, rule, regulation, standard
or code is pending or, to the Company's Knowledge, proposed, which, in either
case, would reasonably be expected to have a Material Adverse Effect.

      6.18 SUBSIDIARIES

      As of the Closing Date, the Company has no Subsidiaries other than those
specifically disclosed in part (a) of Schedule 6.18 and has no equity
investments in any other corporation or entity other than those specifically
disclosed in part (b) of Schedule 6.18. Except as disclosed in part (a) of
Schedule 6.18, the Company owns 100% of the ownership interests of its
Subsidiaries. The Facilities Subsidiary has issued no rights, warrants or
options to acquire or instruments convertible into or exchangeable for any
equity interest in the Facilities Subsidiary.

      6.19 PARTNERSHIP INTEREST

      The only general partner of the Company is the General Partner, which as
of the Closing Date will own a 1% general partnership interest in the Company.

      6.20 INSURANCE

      The Properties of the Company and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Company, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar Properties in localities where the Company or such Subsidiary operates.

      6.21 FULL DISCLOSURE

      None of the representations or warranties made by the Company, the REIT,
the General Partner, or any of their respective Subsidiaries in the Loan
Documents as of the date such representations and warranties are made or deemed
made, and none of the statements contained in each exhibit, report, written
statement or certificate furnished by or on behalf of the REIT, the Company, or
any of their respective Subsidiaries in connection with the Loan Documents,
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.

      6.22 CHANGES, ETC.

      From December 31, 2001 to the Closing Date, except as disclosed in
Schedule 6.22, (a) the Company and its Subsidiaries have not incurred any
material liabilities or obligations, direct or contingent, or entered into any
material


                                       68
<PAGE>

transactions not in the ordinary course of business, and (b) there has not been
any Restricted Payment of any kind declared, paid or made by the Company, other
than regular quarterly declarations and payments to the REIT in accordance with
Section 8.13 for distribution to the REIT's shareholders.

      6.23 TAX MATTERS AGREEMENT; TAX OPINION INSURANCE POLICY

      (a) Except as permitted by Section 8.20, the Company has not directly or
indirectly assumed the obligations of the REIT under the Tax Matters Agreement
or otherwise agreed to reimburse or indemnify the REIT for any of its
obligations thereunder.

      (b) The Tax Opinion Insurance Policy is in full force and effect and is
not subject to cancellation for failure to pay the applicable premium.

                                  ARTICLE VII
                              AFFIRMATIVE COVENANTS

      The Company covenants and agrees that, so long as any Lender shall have
any Commitment hereunder or any Loan or other Obligation shall remain unpaid or
unsatisfied, unless the Required Lenders waive compliance in writing:

      7.1 FINANCIAL STATEMENTS

      The Company shall deliver to the Administrative Agent and each Lender in
form and detail satisfactory to the Administrative Agent and the Required
Lenders:

      (a) as soon as available, but not later than 90 days after the end of each
fiscal year, a copy of the audited consolidated balance sheet of the Company as
at the end of such year and the related consolidated statements of income and
statements of cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, and accompanied by
the opinion of PricewaterhouseCoopers LLP, or another nationally-recognized
independent public accounting firm ("Independent Auditor") which report shall
state that such consolidated financial statements present fairly the financial
position for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years. Such opinion shall not be qualified or limited
because of a restricted or limited examination by Independent Auditor of any
material portion of the Company's or any Subsidiary's records and shall be
delivered to the Administrative Agent pursuant to a reliance agreement in favor
of the Administrative Agent and Lenders by such Independent Auditor in form and
substance satisfactory to the Administrative Agent and the Required Lenders;

      (b) as soon as available, but not later than 120 days after the end of
each fiscal year, a copy of an audited consolidating balance sheet of the
Company and each of its Subsidiaries as at the end of such fiscal year and the
related


                                       69
<PAGE>

consolidating statements of income and statement of cash flows for such fiscal
year, all in reasonable detail certified by an appropriate Responsible Officer
as having been used in connection with the preparation of the financial
statements referred to in subsection (a) of this Section 7.1;

      (c) as soon as available, but not later than 45 days after the end of each
of the first three fiscal quarters of each year, a copy of the unaudited
consolidated balance sheet of the Company and its consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of income and
statement of cash flows for the period commencing on the first day and ending on
the last day of such quarter, and certified by an appropriate Responsible
Officer as being complete and correct and fairly presenting, in accordance with
GAAP, the financial position and the results of operations of the Company and
the Subsidiaries;

      (d) as soon as available, but not later than 45 days after the end of each
of the first three fiscal quarters of each year, a copy of the unaudited
consolidating balance sheets of the Company and each of its Subsidiaries, and
the related consolidating statements of income and statement of cash flows for
such quarter, all certified by an appropriate Responsible Officer as having been
used in connection with the preparation of the financial statements referred to
in subsection (c) of this Section 7.1;

      (e) as soon as available, but not later than September 30 of each year, a
business plan which shall include consolidated five year pro-forma projections
of the Company's balance sheet, income statement and statement of cash flows,
accompanied by appropriate assumptions on which such projections are based; and

      (f) to the extent not delivered pursuant to any other clause of this
Section 7.1, promptly upon transmission thereof, copies of all such financial
statements, proxy statements, notices and reports as the Company or the REIT
sends to its public security holders and copies of all registration statements
(without exhibits) and all reports which either the Company or the REIT files
with the SEC.

      7.2 CERTIFICATES; OTHER INFORMATION

      The Company shall furnish to the Administrative Agent and each Lender:

      (a) concurrently with the delivery of the financial statements referred to
in subsection 7.1(a) above, a certificate of the Independent Auditor stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;

      (b) concurrently with the delivery of the financial statements referred to
in subsections 7.1(a) through (d) above, a certificate of a Responsible Officer
substantially in the form of Exhibit D (i) stating that, to the best of such
officer's


                                       70
<PAGE>

knowledge, each of the Company and each of the other Loan Parties, during such
period, has observed and performed all of its covenants and other agreements,
and satisfied every term and condition contained in this Agreement and the other
Loan Documents to be observed, performed or satisfied by it, and that such
officer has obtained no knowledge of any Default or Event of Default except as
specified (by applicable subsection reference) in such certificate, (ii) stating
the Applicable Margin to be in effect for the immediately following fiscal
quarter, and (iii) showing in detail the calculations supporting such statement
in respect of subsection 8.2(h), Section 8.3, subsection 8.4(i), Section 8.5,
Section 8.13, Section 8.17, Section 8.18 and Section 8.19, and supporting the
computation of the Pricing Leverage Ratio;

      (c) promptly after the same are sent, copies of all financial statements
and reports which the Company sends to its limited partners (excluding the Form
K-1s); and promptly after the same are filed, copies of all financial statements
and regular, periodical or special reports which the REIT or the Company may
make to, or file with, the SEC or any successor or similar Governmental
Authority; and

      (d) promptly, such additional business, financial, corporate affairs and
other information as the Administrative Agent, at the request of any Lender, may
from time to time reasonably request.

      (e) Notwithstanding Sections 7.1 and 7.2 to the contrary, reports required
to be delivered pursuant to Section 7.1 or Section 7.2 shall be deemed to have
been delivered to the Administrative Agent and the Lenders on the date on which
the Company posts such reports either (i) on the Company's website on the
Internet at the website address listed on Schedule 11.2 hereof or (ii) when such
report is posted electronically on IntraLinks/IntraAgency or other relevant
third-party commercial website (if any) on the Company's behalf; provided that
(A) the Company shall deliver paper copies of such reports to the Administrative
Agent and each Lender, (B) the Company shall notify by facsimile the
Administrative Agent and each Lender of the posting of any such reports, and (C)
in every instance the Company shall provide paper copies of the Compliance
Certificate required by Section 7.2(b) to the Administrative Agent and each of
the Lenders. Except for such Compliance Certificates, the Administrative Agent
shall have no obligation to request the delivery or to maintain copies of the
reports referred to above.

      7.3 NOTICES

      The Company shall promptly upon becoming aware thereof notify the
Administrative Agent and each Lender:

      (a) (i) of the occurrence of any Default or Event of Default, (ii) of the
occurrence or existence of any event or circumstance that foreseeably will
become a Default or Event of Default, and (iii) of the occurrence or existence
of any event


                                       71
<PAGE>

or circumstance that would cause the condition to Credit Extension set forth in
subsection 5.2(b) not to be satisfied if a Credit Extension were requested on or
after the date of such event or circumstance;

      (b) of (i) any breach or non-performance of, or any default under, any
Contractual Obligation of the Company, any of the Partner Entities, or any of
their respective Subsidiaries which could result in a Material Adverse Effect;
and (ii) any dispute, litigation, investigation, proceeding or suspension which
may exist at any time between the Company, any of the Partner Entities, or any
of their respective Subsidiaries and any Governmental Authority which could
reasonably be expected to result in a Material Adverse Effect;

      (c) of the commencement of, or any material development in, any litigation
or proceeding affecting the Company, any of the Partner Entities or any of their
respective Subsidiaries (i) which could reasonably be expected to have a
Material Adverse Effect, or (ii) in which the relief sought is an injunction or
other stay of the performance of this Agreement or any Loan Document;

      (d) upon, but in no event later than 10 days after, becoming aware of (i)
any and all enforcement, cleanup, removal or other governmental or regulatory
actions instituted, completed or threatened against the Company, any of the
Partner Entities or any of their respective Subsidiaries or any of their
respective Properties pursuant to any applicable Environmental Laws where, if
adversely determined, the potential liability or expense relating thereto could
exceed $25,000,000 or the potential remedy with respect thereto would otherwise
reasonably be expected to have a Material Adverse Effect, (ii) all other
Environmental Claims which allege liability in excess of $25,000,000 or have the
possibility of remedies that would, if adversely determined, otherwise
reasonably be expected to constitute a Material Adverse Effect, and (iii) any
environmental or similar condition on any real property adjoining or in the
vicinity of the property of the Company, any of the Partner Entities or any of
their respective Subsidiaries that would reasonably be anticipated to cause such
property or any part thereof to be subject to any restrictions on the ownership,
occupancy, transferability or use of such property under any Environmental Laws
where the net book value of such property exceeds $25,000,000;

      (e) of any other litigation or proceeding affecting the Company, any of
the Partner Entities or any of their respective Subsidiaries which the REIT or
the Company would be required to report to the SEC pursuant to the Exchange Act,
within four days after reporting the same to the SEC;

      (f) of any of the following ERISA Events affecting the Company or any
ERISA Affiliate (but in no event more than 20 days after such event or, in the
case of an event relating to a Multiemployer Plan, no more than 30 days after
the Company obtains knowledge of the occurrence of such an event), together with


                                       72
<PAGE>

(except in the case of a Multiemployer Plan) a copy of any notice with respect
to such event that may be required to be filed with a Governmental Authority and
any notice delivered by a Governmental Authority to the Company or any ERISA
Affiliate with respect to such event:

            (i) an ERISA Event which would reasonably be expected to have a
Material Adverse Effect;

            (ii) the adoption of any new Qualified Plan that is subject to Title
IV of ERISA or section 412 of the Code that would reasonably be expected to
generate annual liabilities in excess of $10,000,000 by the Company or an ERISA
Affiliate;

            (iii) the adoption of any amendment to a Qualified Plan that is
subject to Title IV of ERISA or section 412 of the Code that would reasonably be
expected to generate annual liabilities in excess of $10,000,000, if such
amendment results in a material increase in benefits or unfunded liabilities; or

            (iv) the commencement of contributions by the Company or an ERISA
Affiliate to any Plan that is subject to Title IV of ERISA or section 412 of the
Code that would reasonably be expected to generate annual liabilities in excess
of $10,000,000;

      (g) any Material Adverse Effect subsequent to the date of the most recent
audited financial statements of the Company delivered to the Lenders pursuant to
subsection 7.1(a); and

      (h) of any material labor controversy resulting in or threatening to
result in any strike, work stoppage, boycott, shutdown or other labor disruption
against or involving the Company or any of its Subsidiaries.

      Each notice pursuant to this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company proposes to take with
respect thereto and at what time. Each notice under subsection 7.3(a) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been breached or violated.

      7.4 PRESERVATION OF PARTNERSHIP EXISTENCE, ETC.

      The Company shall, except as permitted by Section 8.2, and shall cause
each of its Restricted Subsidiaries to:

      (a) preserve and maintain in full force and effect its partnership,
limited liability company, or corporate existence and good standing under the
laws of its state or jurisdiction of formation or incorporation;


                                       73
<PAGE>

      (b) preserve and maintain in full force and effect all rights, privileges,
qualifications, permits, licenses and franchises necessary in the normal conduct
of its business;

      (c) use its reasonable efforts, in the Ordinary Course of Business, to
preserve its business organization and preserve the goodwill and business of the
customers, suppliers and others having material business relations with it; and

      (d) preserve or renew all of its registered trademarks, trade names and
service marks, and other intellectual property, the non-preservation of which
would reasonably be expected to have a Material Adverse Effect.

      7.5 MAINTENANCE OF PROPERTY

      The Company shall maintain, and shall cause each of its Subsidiaries to
maintain, and preserve all its Property which is used or useful in its business
in good working order and condition, ordinary wear and tear excepted.

      7.6 INSURANCE

      The Company shall maintain, and shall cause each of its Subsidiaries to
maintain, with financially sound and reputable independent insurers, insurance
with respect to its Properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

      7.7 PAYMENT OF OBLIGATIONS

      The Company shall, and shall cause its Subsidiaries to, pay and discharge
as the same shall become due and payable, all their respective obligations and
liabilities, including:

      (a) all tax liabilities, assessments and governmental charges or levies
upon it or its properties or assets, unless the same are being contested in good
faith by appropriate proceedings and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; and

      (b) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

      7.8 COMPLIANCE WITH LAWS

      The Company shall comply, and shall cause each of its Subsidiaries to
comply with all Requirements of Law of any Governmental Authority having


                                       74
<PAGE>

jurisdiction over it or its business (including the Federal Fair Labor Standards
Act) the non-compliance with which would reasonably be expected to have a
Material Adverse Effect, except such as may be contested in good faith or as to
which a bona fide dispute may exist.

      7.9 INSPECTION OF PROPERTY AND BOOKS AND RECORDS

      The Company shall maintain and shall cause each of its Subsidiaries to
maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Company and such Subsidiaries. The Company shall permit, and shall cause each of
its Subsidiaries to permit, representatives and independent contractors of the
Administrative Agent or any Lender to visit and inspect any of their respective
Properties, to examine their respective corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective directors,
officers, and independent public accountants, all at the expense of the Company
and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Company; provided,
however, when an Event of Default exists the Administrative Agent or any Lender
may do any of the foregoing at the expense of the Company at any time during
normal business hours and without advance notice.

      7.10 ENVIRONMENTAL LAWS

      (a) The Company shall, and shall cause each of its Subsidiaries to,
conduct its operations and keep and maintain its Property in compliance with all
Environmental Laws, the non-compliance with which would reasonably be expected
to have a Material Adverse Effect.

      (b) Upon the written request of the Administrative Agent or any Lender,
the Company shall submit and cause each of its Subsidiaries to submit, to the
Administrative Agent and with sufficient copies for each Lender, at the
Company's sole cost and expense, at reasonable intervals, a report providing an
update of the status of any environmental, health or safety compliance, hazard
or liability issue identified in any notice or report required pursuant to
subsection 7.3(d), that could, individually or in the aggregate, result in
liability in excess of $25,000,000.

      7.11 USE OF PROCEEDS

      The Company shall use the proceeds of the Loans to finance working
capital, capital expenditures, and other lawful general partnership purposes not
in contravention of any Requirement of Law or of any Loan Document.


                                       75
<PAGE>

      7.12 SOLVENCY

      The Company shall at all times be, and shall cause each of its Restricted
Subsidiaries to be, Solvent.

      7.13 NOTICES AND INFORMATION RELATING TO SPECIFIED TAX LIABILITIES AND TAX
CLAIMS

      (a) The Company shall promptly upon becoming aware thereof or promptly
after receipt by the REIT or any of its Subsidiaries thereof, notify the
Administrative Agent and each Lender if (A) the REIT receives any notice from
Georgia-Pacific pursuant to Section 6(a) of the Tax Matters Agreement of a Tax
Claim against Georgia-Pacific or any Member with respect to Specified Taxes, or
(B) any Tax Claim is made by any Tax Authority against the REIT with respect to
Specified Taxes.

      (b) If the Administrative Agent and the Lenders receive notification from
the Company pursuant to subsection 7.13(a), the Company shall, and shall cause
the REIT to, provide the Administrative Agent and each Lender on a monthly basis
after such notification has been made, or as the Administrative Agent may
request from time to time, a report, in form and substance satisfactory to the
Administrative Agent, setting forth in detail (A) the progress and current
status of any Tax Claim described in subsection 7.13(a) in a manner consistent
with the requirements of Sections 6(b) and (c) of the Tax Matters Agreement, (B)
what actions Georgia-Pacific, the REIT, the Company and/or any of their
respective Subsidiaries propose to take with respect to such Tax Claim, and (C)
such other information as the Administrative Agent may request in connection
therewith.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

      The Company hereby covenants and agrees that, so long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation shall remain
unpaid or unsatisfied, unless the Required Lenders waive compliance in writing:

      8.1 LIMITATION ON LIENS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume
or suffer to exist any Lien upon or with respect to any part of its Property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

      (a) Liens for taxes, fees, assessments or other governmental charges which
are not delinquent or remain payable without penalty, or to the extent that
non-payment thereof is permitted by Section 7.7;


                                       76
<PAGE>

      (b) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the Ordinary Course of Business
which are not delinquent or remain payable without penalty or unless such lien
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and if such accrual or other appropriate provision, if
any, as shall be required by GAAP shall have been made therefor;

      (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made
incidental to the conduct of its business or the ownership of its Property
including (i) pledges or deposits in connection with worker's compensation,
unemployment insurance and other social security legislation, (ii) deposits to
secure insurance, the performance of bids, tenders, contracts, leases, licenses,
franchises and statutory obligations, each in the Ordinary Course of Business,
and (iii) other obligations which were not incurred or made in connection with
the borrowing of money, the obtaining of advances or credit or the payment of
the deferred purchase price of property and which do not in the aggregate
materially detract from the value of its Property or materially impair the use
of such Property in the operation of its business;

      (d) any attachment or judgment Lien, unless the judgment it secures shall
not, within 45 days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within 45 days
after expiration of any such stay;

      (e) easements, rights-of-way, restrictions, leases, sub-leases and other
similar charges or encumbrances incurred in the Ordinary Course of Business
which, in each case, and in the aggregate, do not materially interfere with the
ordinary conduct of the business of the Company or any Restricted Subsidiary;

      (f) Liens on Property of any Restricted Subsidiary securing obligations of
such Restricted Subsidiary owing to the Company or another Restricted
Subsidiary;

      (g) any Lien existing prior to the time of acquisition upon any Property
acquired by the Company or any Restricted Subsidiary after the Closing Date
through purchase, merger or consolidation or otherwise, whether or not assumed
by the Company or such Subsidiary, or placed upon Property at (or within 30 days
after) the later of the time of acquisition or the completion of construction by
the Company or any Restricted Subsidiary to secure all or a portion of (or to
secure Indebtedness incurred to pay all or a portion of) the purchase price
thereof, provided that (i) any such Lien does not encumber any other property of
the Company or such Restricted Subsidiary, (ii) the Indebtedness secured by such
Lien is not prohibited by the provisions of Section 8.5, (iii) the aggregate
principal amount (without duplication) of the Indebtedness secured by such Lien
at no time exceeds 80% of the cost to the Company and its Restricted
Subsidiaries of the Property subject to such Lien, and (iv) the aggregate
outstanding principal amount


                                       77
<PAGE>

of the Indebtedness secured by all purchase money Liens permitted by this
subsection 8.1(g) does not exceed five percent (5%) of the aggregate book value
of the Tangible Assets of the Company and its Restricted Subsidiaries as of the
end of the most recently ended fiscal quarter of the Company;

      (h) Liens on the accounts, rights to payment for goods sold or services
rendered that are evidenced by chattel paper or instruments, and rights against
persons who guarantee payment or collection of the foregoing, and on the
Company's inventory and on the proceeds (as defined in the UCC in any applicable
jurisdiction) thereof securing the obligations of the Company permitted by
subsection 8.5(d) and any extension, renewal, refunding or refinancing thereof;

      (i) from and after the time the Facilities Subsidiary becomes a Restricted
Subsidiary, Liens on (x) the accounts, rights to payment for goods sold or
services rendered that are evidenced by chattel paper or instruments (and rights
against persons who guarantee payment or collection of the foregoing) of Plum
Creek Manufacturing, L.P. and its Subsidiaries which are Restricted
Subsidiaries, (y) the inventory of Plum Creek Manufacturing, L.P. and its
Subsidiaries which are Restricted Subsidiaries and (z) the proceeds (as defined
in the UCC in any applicable jurisdiction) thereof, in each case securing the
obligations of Plum Creek Manufacturing, L.P. and such Restricted Subsidiaries
under the Facility Subsidiary's Revolving Credit Facility (and any extension,
renewal, refunding or refinancing thereof);

      (j) any Lien renewing, extending, refunding or refinancing any Lien
permitted by subsection (i) of this Section, provided that the principal amount
secured is not increased and the Lien is not extended to other Property and
further provided that the maturity of the Lien is not extended beyond the
maturity date of the Indebtedness which, at the time the Lien was initially
placed upon the Property secured thereby, Responsible Representatives declare
would have been the maturity date of Indebtedness customary for the type of
Property being financed;

      (k) Liens, other than those set forth above, that secure amounts that in
the aggregate do not exceed $1,000,000;

      (l) with respect to the Spinco Assets transferred to the Company, Plum
Creek Southern or Plum Creek South Central pursuant to, and in accordance with,
the applicable REIT Contribution Agreement, Liens on such Spinco Assets existing
at the time of the consummation of the Merger that do not materially impair the
value of all the Spinco Assets and do not materially interfere with the ordinary
conduct of the business of the Company or any Restricted Subsidiary;

      (m) Liens existing as of the Closing Date as described on Schedule 8.1;
and


                                       78
<PAGE>

      (n) Liens created pursuant to the Loan Documents.

      8.2 MERGER; DISPOSITION OF ASSETS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, merge or consolidate with any Person or, directly or
indirectly, sell, lease or transfer or otherwise dispose of (whether in one or a
series of transactions) any Property (including accounts and notes receivable,
with or without recourse) or enter into any agreement to do any of the
foregoing, except that:

      (a) any Restricted Subsidiary of the Company may merge with the Company
(provided that the Company shall be the continuing or surviving corporation) or
with any one or more other Restricted Subsidiaries;

      (b) any Restricted Subsidiary may sell, lease, transfer or otherwise
dispose of any of its assets to the Company; and any Restricted Subsidiary other
than Plum Creek Southern and Plum Creek South Central may sell, lease, transfer
or otherwise dispose of its assets to another Restricted Subsidiary;

      (c) any Restricted Subsidiary may merge or consolidate with any other
entity, provided that, immediately after giving effect to such merger or
consolidation (i) the continuing or surviving entity of such merger or
consolidation shall constitute a Restricted Subsidiary, (ii) no Event of Default
or Material Default shall exist, and (iii) the continuing or surviving entity is
not engaged in any business other than a Permitted Business and a Permitted
Ancillary Business and, after giving effect on a pro forma basis to such merger
or consolidation, the gross revenue contribution of pulp and paper manufacturing
activities of the Company and its Subsidiaries on a consolidated basis for the
12 months preceding such merger or consolidation does not exceed 33% of the
total revenues of the Company and its Subsidiaries on a consolidated basis;

      (d) the Company may merge or consolidate with any other entity, provided
that (i) the Company shall be the continuing or surviving entity and (ii)
immediately after such merger or consolidation, (A) no Event of Default or
Material Event of Default shall exist, (B) the Company could incur at least $1
of additional Funded Debt pursuant to subsection 8.5(i), and (C) the Company is
not engaged in any business other than a Permitted Business and a Permitted
Ancillary Business and, after giving effect on a pro forma basis to such merger
or consolidation, the gross revenue contribution of pulp and paper manufacturing
activities of the merged or consolidated entity and its Subsidiaries on a
consolidated basis for the 12 months preceding such merger or consolidation does
not exceed 33% of total revenues of such merged or consolidated entity and its
Subsidiaries on a consolidated basis;


                                       79
<PAGE>

      (e) the Company or any Restricted Subsidiary may make dispositions of
inventory in the Ordinary Course of Business;

      (f) the Company or any Restricted Subsidiary may sell Designated Acres (or
notes receivable arising from the sale of Designated Acres) for the fair value
thereof as reasonably determined in good faith by the Responsible
Representatives;

      (g) the Company and its Restricted Subsidiaries may exchange Timberlands
with other Persons in the Ordinary Course of Business, provided that (i) the
fair value of the Timberlands plus any Net Proceeds received in such exchange
is, in the good faith judgment of the Responsible Representatives, not less than
the fair value of Timberlands exchanged plus any other consideration paid, (ii)
such exchange would not materially and adversely affect the business, Property,
condition or results of operations of the Company and its Restricted
Subsidiaries on a consolidated basis or of the Facilities Subsidiary or impair
the ability of the Company to perform its obligations hereunder and under any
other Indebtedness, and (iii) any Properties shall be deemed sold to the extent
of Net Proceeds received and such sales shall be allowed only to the extent
otherwise permitted by this Section 8.2;

      (h) the Company and its Restricted Subsidiaries may sell Properties for
cash for not less than the fair value thereof as determined in good faith by the
Responsible Representatives, provided that the aggregate Net Proceeds of such
sales in any calendar year do not exceed $40,000,000;

      (i) the Company and its Restricted Subsidiaries may otherwise sell
Properties for cash in an amount not less than the fair value thereof as
determined in good faith by the Responsible Representatives, if and only if: (A)
immediately after giving effect to such proposed sale, no condition or event
shall exist which constitutes an Event of Default or Material Default, (B) not
less than 50% of the Net Proceeds of any such sale (x) are applied, within one
year after such sale to repayment of Qualified Debt in accordance with Section
2.7(a)(i), or (y) are applied, within one year after such sale, to the purchase
of productive assets in the same line of business to be owned by the Company
(or, if the sale is by a Restricted Subsidiary, by such Restricted Subsidiary or
the Company), provided that, if any such sale constitutes a sale of more than
15% of the Company's Tangible Assets, all the unapplied Net Proceeds of such
sale less the amount, if any, of such Net Proceeds to be included in clause
(i)(g) of the definition of Available Cash in the calculation thereof for the
calendar quarter of the Company in which the sale occurs shall be placed
immediately in escrow or cash collateral account or accounts, pursuant to an
agreement or agreements in form and substance reasonably satisfactory to the
holders of greater than 50% of the outstanding principal amount of Qualified
Debt (which escrow agreement or agreements shall provide for a release from
escrow of an amount equal to any additions to Available Cash pursuant to clause
(i)(g) of the definition of Available Cash with respect to such


                                       80
<PAGE>

sale in calendar quarters of the Company subsequent to the calendar quarter in
which such sale occurs), for the purpose of application in accordance with
clause (x) or (y) of this clause (B), and (C) immediately after giving effect to
such sale (giving effect on a pro forma basis to any proposed retirement of
Qualified Debt out of proceeds thereof), the Company could incur $1 of
additional Funded Debt pursuant to subsection 8.5(i);

      (j) the Company may transfer or make contributions of Designated Acres to
any Facility Subsidiary to the extent permitted pursuant to Section 8.4(a); and

      (k) the Company and its Restricted Subsidiaries may make contributions of
Property to the capital of Persons in which the Company directly or indirectly
holds an equity or other ownership interest to the extent that such
contributions constitute Investments that are permitted by the provisions of
Section 8.4(i).

      8.3 HARVESTING RESTRICTIONS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, in the fourth calendar quarter of 2001 or any year
thereafter, harvest Timber (the term "harvest" and correlative terms shall
include, without duplication, both the harvesting activities to be conducted by
the Company and sales of Timber to other Persons for current harvesting
activities being conducted by such Persons) on the Timberlands then owned
directly or indirectly by the Company in excess of the amount set forth for such
calendar quarter or year, as the case may be, in the following table:

<TABLE>
<CAPTION>
                   PERIOD                                               MAXIMUM MCCF TO BE HARVESTED
                   ------                                               ----------------------------
<S>                                                                     <C>
fourth quarter of calendar year 2001                                    1,712 MCCF
calendar year 2002                                                      6,850 MCCF
calendar year 2003 and each calendar year thereafter                    8% of Standing Inventory as of
                                                                        January 1 of the applicable related
                                                                        calendar year
</TABLE>

plus, commencing with the calendar year 2002 and in each year thereafter, the
lesser of (i) amount, if any, by which (a) the sum of (x) the cumulative amount
set forth in the table above for the years (other than calendar year 2001)
preceding such year of determination and (y) 2000 MCCF, exceeds (b) the
cumulative amount actually harvested in such years preceding such year of
determination or (ii) 8% of Standing Inventory as of January 1 of such calendar
year;


                                       81
<PAGE>

unless the Net Proceeds from such excess harvest are either (A) applied, within
180 days after any such excess harvest to repayment of Qualified Debt in
accordance with Section 2.7(a)(ii), or (B) applied, within 180 days after any
such excess harvest, to purchase Timber (including Timber on Timberlands
purchased) having a fair value (in the good faith judgment of the Responsible
Representatives) not less than the fair value of the Timber subject to such
excess harvest, provided that, if such excess harvest in any calendar year
exceeds 15% of Standing Inventory as of January 1 of such calendar year (and
such proceeds are not immediately applied in accordance with clause (A) or (B)
above), all the Net Proceeds of such excess harvest shall be placed immediately
in an escrow or cash collateral account or accounts, pursuant to an agreement or
agreements in form and substance reasonably satisfactory to the holders of more
than 50% of the outstanding principal amount of Qualified Debt, for the purpose
of application in accordance with clause (A) or (B) above. For purposes of
computing maximum harvest, Board Feet will be converted into Cunits at a ratio
of 2.1 MCCF for each MMBF. For purposes of conversion of Timber in the Company's
Maine timberlands, one million Tons shall equal 355 MCCF.

      "Standing Inventory" shall mean an amount of Timber (stated in MCCF) equal
to the volume of merchantable Timber as of January 1 of each calendar year of
the Company and its Restricted Subsidiaries, as set forth in the REIT's Annual
Report on Form 10-K as filed with the SEC for the fiscal year ending on the
preceding December 31 (which amount contains adjustments for growth, harvesting
and changes in land base through acquisitions and divestitures up to such date).

      8.4 LOANS AND INVESTMENTS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, make or commit to make or permit to remain
outstanding any loan or advance to, or guarantee, endorse or otherwise be or
become contingently liable, directly or indirectly, in connection with the
obligations, stock or dividends of, or own, purchase or acquire (or commit to
own, purchase or acquire) any stock, obligations or securities of, or any other
interest in (including, without limitation, the acquisition of all or
substantially all of the assets of a Person, or of any business or division of a
Person), or make or commit to make any capital contribution to, any Person (all
of the foregoing being referred to herein as "Investments"), except that the
Company or any Restricted Subsidiary may:

      (a) make Investments in the form of cash or cash equivalents or
contributions of Designated Acres, in either case in the Facilities Subsidiary,
provided that the Company will not make or permit any Restricted Subsidiary to
make any such Investment (including any guaranty of obligations of the
Facilities Subsidiary otherwise permitted by this Section 8.4) unless (i)
immediately prior to and after giving effect to such Investment, no Event of
Default or Default shall exist, and (ii) immediately after giving effect to such
Investment, the ratio of Pro


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Forma Free Cash Flow to Maximum Pro Forma Annual Interest Charges is not less
than 2.5 to 1.0;

      (b) own, purchase or acquire real or personal property to be used in the
Ordinary Course of Business;

      (c) own, purchase or acquire investments of the type specified in, and in
accordance with the requirements and limitations of, the Investment Policy;

      (d) continue to own Investments owned on the Closing Date as set forth on
Schedule 8.4;

      (e) endorse negotiable instruments for collection in the Ordinary Course
of Business;

      (f) become and be obligated under the Guarantee and under the guarantees
permitted by subsections 8.5(f) and (g), and acquire and own subordinated
subrogation rights upon performance of such guarantees;

      (g) make advances in the Ordinary Course of Business of the Company or any
Restricted Subsidiary, including deposits permitted under subsection 8.1(c),
advances to employees for travel, relocation and other employment related
expenses, advances to contractors performing services for the Company or such
Restricted Subsidiary, advances to owners of timber or timber properties to
acquire rights to harvest timber and other similar advances;

      (h) make Investments in the form of cash or cash equivalents in Restricted
Subsidiaries, or any entity which immediately after such Investment will be a
Restricted Subsidiary;

      (i) make Investments not otherwise permitted by this Section 8.4 in
entities engaged solely in a Permitted Business or Permitted Ancillary Business,
provided that (x) the aggregate cumulative amount of such Investments, to the
extent that such Investments are attributable to pulp and paper manufacturing
(as proportionately attributed by multiplying the amount of an Investment by the
percentage of revenues of the Person in whom such Investment is made during the
12 months preceding such Investment that are contributed by pulp and paper
manufacturing), does not exceed the sum of $50,000,000 (without giving effect to
any write-down of such Investments), and (y) the cumulative aggregate amount of
all such Investments including those subject to clause (x) at original cost
(which shall include the fair market value of Property (other than cash invested
as of the date of the Investment) as reasonably determined in good faith by the
Responsible Representatives at the time such Investment was made, and which
shall include the principal amount of any obligations guaranteed to the extent
such guarantees are not otherwise permitted by this Section 8.4) outstanding
from time to time made


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pursuant to this subsection (i) between the closing date of the 1989 Senior Note
Agreement and any date thereafter shall not exceed the greater of $300,000,000
or 60% of the average annual Pro Forma Free Cash Flow for the two fiscal years
preceding such date; and

      (j) make Investments in Swap Contracts to the extent permitted pursuant to
Section 8.5(l).

      8.5 LIMITATION ON INDEBTEDNESS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, create, incur, assume, suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

      (a) Indebtedness of the Company represented by the Senior Notes and any
refinancing thereof so long as such refinancing does not increase the principal
amount thereof and is on terms no less favorable to the Company, and to the
rights of the Administrative Agent and the Lenders hereunder, than those
contained on the Closing Date in the Senior Notes and the documentation relating
thereto;

      (b) Funded Debt which is unsecured and is incurred by the Company to
finance the making of capital improvements, expansions and additions to the
Company's property (including Timberlands), plant and equipment, provided that
the aggregate outstanding principal amount of such Funded Debt shall at no time
exceed $50,000,000;

      (c) Indebtedness of any Restricted Subsidiary owing to the Company or to a
Restricted Subsidiary;

      (d) Indebtedness incurred by the Company pursuant to a bank credit
facility which is unsecured or is secured by Liens permitted by subsection
8.1(h), not in excess of an aggregate principal amount of $50,000,000 at any
time outstanding, provided that the Company shall not suffer to exist any
Indebtedness permitted by this subsection (d) on any day unless there shall have
been a period of at least 45 consecutive days within the 12 months immediately
preceding such day during which the Company shall have been free from all
Indebtedness permitted by this subsection (d);

      (e) Indebtedness represented by the Guarantee in an amount not greater
than $76,425,000 at any time, and any refinancing thereof so long as such
refinancing does not increase the principal amount thereof and is on terms no
less favorable to the Company, and to the rights of the Administrative Agent and
the Lenders hereunder, than those contained on the Closing Date in the Guarantee
and the documentation relating thereto;


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<PAGE>

      (f) the Company's guarantee of obligations incurred by the Facilities
Subsidiary pursuant to the Facilities Subsidiary's Revolving Credit Facility
(and any extension, renewal, refunding or refinancing thereof permitted by
clause (iv) of paragraph 6B(2) of the Mortgage Note Agreement), provided that
the aggregate outstanding principal amount of such Indebtedness shall at no time
exceed $20,000,000, and provided further that such guarantee shall be
subordinated to the 1989 Notes by subordination provisions substantially the
same as those contained in paragraph 7I of the Mortgage Note Agreement;

      (g) the Company's guarantee of Funded Debt (and related obligations not
constituting Indebtedness) incurred by the Facilities Subsidiary to finance the
making of capital improvements, expansions and additions to the Facilities
Subsidiaries' Properties pursuant to the Facilities Subsidiary's Facility,
provided that such guarantee shall be subordinated to the 1989 Notes by
subordination provisions substantially the same as those contained in paragraph
7I of the Mortgage Note Agreement, and provided, further, that the aggregate
outstanding principal amount of such Funded Debt shall at no time exceed
$20,000,000;

      (h) Funded Debt of the Company or any Restricted Subsidiary secured by a
Lien permitted by subsection 8.1(g), provided that immediately after the
acquisition of the Property subject to such Lien or upon which such Lien is
placed (or, if later, the incurrence of the Indebtedness secured by such Lien),
the Company could incur at least $1 of additional Funded Debt pursuant to
subsection (i) below;

      (i) Funded Debt of the Company (other than Funded Debt owing to a
Restricted Subsidiary) in addition to that otherwise permitted by the foregoing
subsections of this Section 8.5, including guarantees of Indebtedness to the
extent permitted by Section 8.4 and not otherwise permitted by the foregoing
subsections of this Section 8.5, provided that, on the date the Company becomes
liable with respect to any such additional Funded Debt and immediately after
giving effect thereto and to the concurrent retirement of any other Funded Debt,
the ratio of Pro Forma Free Cash Flow to Maximum Pro Forma Annual Interest
Charges is not less than 2.25 to 1.00;

      (j) from and after the time that the Facilities Subsidiary becomes a
Restricted Subsidiary, Indebtedness incurred by the Facilities Subsidiary
pursuant to the Facilities Subsidiary's Revolving Credit Facility (and any
extension, renewal, refunding or refinancing thereof, including any refunding or
refinancing in an amount in excess of the principal amount then outstanding
under the Facilities Subsidiary's Revolving Credit Facility) or any other
Indebtedness incurred by the Facilities Subsidiary pursuant to a bank credit
facility which is unsecured or is secured by Liens permitted by subsection
8.1(i), not in excess of an aggregate principal amount of $20,000,000 at any
time outstanding, provided that to the extent that the Facilities Subsidiary is
a Restricted Subsidiary, the Facilities Subsidiary shall not suffer to exist any
Indebtedness permitted by this


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<PAGE>

subsection (j) on any day unless there shall have been a period of at least 45
consecutive days within the 12 months immediately preceding such day during
which the Facilities Subsidiary shall have been free from all Indebtedness
permitted by this subsection (j);

      (k) from and after the time that the Facilities Subsidiary or any
Designated Immaterial Subsidiary becomes a Restricted Subsidiary, Indebtedness
of the Facilities Subsidiary or any such Designated Immaterial Subsidiary
outstanding at the time the Facilities Subsidiary or such Designated Immaterial
Subsidiary becomes a Restricted Subsidiary, provided that (i) immediately after
the Facilities Subsidiary or any such Designated Immaterial Subsidiary becomes a
Restricted Subsidiary, the Company could incur at least $1 of additional Funded
Debt pursuant to subsection (i) above (the Facilities Subsidiary or any such
Designated Immaterial Subsidiary shall be deemed to be a Restricted Subsidiary
for the four consecutive fiscal quarters immediately prior to its becoming a
Restricted Subsidiary for purposes of determining Pro Forma Free Cash Flow), and
(ii) the aggregate amount (without duplication) of such Indebtedness and all
other Indebtedness, in each case, secured by Liens permitted by subsection
8.1(g) does not violate subclause (iv) to the proviso to such subsection 8.1(g);

      (l) Indebtedness of the Company representing the Swap Termination Value of
Swap Contracts entered into in the ordinary course of business as bona fide
hedging transactions;

      (m) Indebtedness of Plum Creek Southern evidenced by the Plum Creek
Southern Timber Assumption Agreement;

      (n) Indebtedness of Plum Creek South Central evidenced by the Plum Creek
South Central Assumption Agreement;

      (o) Indebtedness of the Company evidenced by the Existing Credit Agreement
and any loan document executed in connection therewith and any refinancing
thereof so long as such refinancing does not increase the principal amount
thereof and is on terms no less favorable to the Company, and to the rights of
the Administrative Agent and the Lenders hereunder, than those contained on the
Closing Date in the Existing Credit Agreement and the loan documents executed in
connection therewith; and

      (p) Indebtedness of any Restricted Subsidiary evidenced by an assumption
or guarantee of Indebtedness of the Company or another Restricted Subsidiary
that is otherwise permitted pursuant to this Section 8.5.


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<PAGE>

      8.6 TRANSACTIONS WITH AFFILIATES

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, directly or indirectly engage in any transaction
(including, without limitation, the purchase, sale or exchange of assets or the
rendering of any service), with any Affiliate of the Company or of any such
Restricted Subsidiary, except in the Ordinary Course of Business and pursuant to
the reasonable requirements of the business of the Company or such Restricted
Subsidiary and upon fair and reasonable terms that are no less favorable to the
Company or such Restricted Subsidiary, as the case may be, than those which
might be obtained in an arm's-length transaction at the time from Persons not an
Affiliate of the Company or such Restricted Subsidiary.

      8.7 USE OF PROCEEDS

      (a) The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, use any portion of the proceeds of the Loans or other Credit
Extension, directly or indirectly, (i) to purchase or carry Margin Stock, (ii)
to repay or otherwise refinance indebtedness of the Company or others incurred
to purchase or carry Margin Stock, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (iv) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Exchange Act.

      (b) The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, use any portion of the proceed of the Loans or other Credit
Extension, directly or indirectly, (i) knowingly to purchase Ineligible
Securities from a Section 20 Subsidiary during any period in which such Section
20 Subsidiary makes a market in such Ineligible Securities, (ii) knowingly to
purchase during the underwriting or placement period Ineligible Securities being
underwritten or privately placed by a Section 20 Subsidiary, or (iii) to make
payments of principal or interest on Ineligible Securities underwritten or
privately placed by a Section 20 Subsidiary and issued by or for the benefit of
the Company or any Affiliate of the Company. As used in this Section, "Section
20 Subsidiary" means the Subsidiary of the bank holding company controlling any
Lender, which Subsidiary has been granted authority by the Federal Reserve Board
to underwrite and deal in certain Ineligible Securities; and "Ineligible
Securities" means securities which may not be underwritten or dealt in by member
banks of the Federal Reserve System under Section 16 of the Banking Act of 1933
(as U.S.C. ss. 24, Seventh), as amended.

      (c) After the date the Company has notified the Administrative Agent that
the Company intends to allocate Loans to the Capital Expenditure Tranche and to
qualify such Capital Expenditure Tranche Loans as Indebtedness permitted under
subsection 8.5(b), the Company shall not, and shall not suffer or permit any of
its Subsidiaries to, use the proceeds of Capital Expenditure Tranche Loans for


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<PAGE>

purposes other than to finance capital improvements, expansions and additions to
the Company's property (including Timberlands), plant and equipment.

      8.8 SALE OF STOCK AND INDEBTEDNESS OF SUBSIDIARIES

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, sell or otherwise dispose of, or part with control
of, any shares of stock or Indebtedness of any Subsidiary, except to the Company
or a Restricted Subsidiary, and except that all shares of stock and Indebtedness
of any Subsidiary (other than the Facilities Subsidiary) at the time owned by or
owed to the Company and its Restricted Subsidiaries may be sold as an entirety
for a cash consideration which represents the fair value (as determined in good
faith by a Responsible Officer) at the time of sale of the shares of stock and
Indebtedness so sold, provided that the assets of such Subsidiary do not include
any assets which could not be disposed of pursuant to the provisions of Section
8.2 unless the conditions to the sale of such assets set forth in Section 8.2
are complied with, and further provided that, at the time of such sale, such
Subsidiary shall not own, directly or indirectly, any shares of stock or
Indebtedness of any other Subsidiary (unless all of the shares of stock and
Indebtedness of such other Subsidiary owned, directly or indirectly, by the
Company and its Subsidiaries are simultaneously being sold as permitted by this
Section 8.8).

      8.9 CERTAIN CONTRACTS

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, enter into or be a party to:

      (a) any contract providing for the making of loans, advances or capital
contributions to any Person, or for the purchase of any Property from any
Person, in each case in order primarily to enable such Person to maintain
working capital, net worth or any other balance sheet condition or to pay debts,
dividends or expenses; or

      (b) any contract for the purchase of materials, supplies or other property
or services if such contract (or any related document) requires that payment for
such materials, supplies or other property or services shall be made regardless
of whether or not delivery of such materials, supplies or other property or
services is ever made or tendered, provided that nothing in this subsection (b)
shall prevent the Company from (i) entering into take-or-pay contracts in the
Ordinary Course of Business with the United States Forest Service, the Bureau of
Land Management, the Bureau of Indian Affairs, the Washington Department of
Natural Resources or similar state or federal governmental agencies, or (ii)
making payments in satisfaction of contracts with such Persons which contracts
are deemed by the Responsible Representatives to be disadvantageous to perform;
or


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<PAGE>

      (c) any contract to rent or lease (as lessee) any real or personal
property if such contract (or any related document) provides that the obligation
to make payments thereunder is absolute and unconditional under conditions not
customarily found in commercial leases then in general use or requires that the
lessee purchase or otherwise acquire securities or obligations of the lessor; or

      (d) any contract for the sale or use of materials, supplies or other
property, or the rendering of services, if such contract (or any related
document) requires that payment for such materials, supplies or other property,
or the use thereof, or payment for such services, shall be subordinated to any
indebtedness (of the purchaser or user of such materials, supplies or other
property or the Person entitled to the benefit of such services) owed or to be
owed to any Person; or

      (e) any other contract which in economic effect, is substantially
equivalent to a guarantee,

      except as permitted by the provisions of subsection 8.4(a), (e), (f), (g),
(h), (i) or (j).

      8.10 JOINT VENTURES

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, enter into any Joint Venture, other than in
Permitted Businesses and in Permitted Ancillary Businesses and, in each case, so
long as any such Joint Venture is not entered into for the purposes of evading
any covenant or restriction in any Loan Documents.

      8.11 COMPLIANCE WITH ERISA

      The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, without the consent of the Required Lenders, (i) terminate any
Plan subject to Title IV of ERISA so as to result in any material (in the
opinion of the Required Lenders) liability to the Company or any ERISA
Affiliate, (ii) permit to exist any ERISA Event with respect to any Plan other
than a Multiemployer Plan, which presents the risk of a material (in the opinion
of the Required Lenders) liability to the Company, (iii) make a complete or
partial withdrawal (within the meaning of ERISA Section 4201) from any
Multiemployer Plan so as to result in any material (in the opinion of the
Required Lenders) liability to the Company or any ERISA Affiliate, (iv) enter
into any new Plan or modify any existing Plan so as to increase its obligations
thereunder which could result in any material (in the opinion of the Required
Lenders) increase in its liability with respect to such Plan, or (v) permit the
present value of all nonforfeitable accrued benefits under any Qualified Plan
(determined using the actuarial assumptions utilized by the Plan's actuaries for
funding the Plan pursuant to Section 412 of the Code) materially (in the opinion
of the Required Lenders) to exceed the fair market value of Plan assets
allocable to


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<PAGE>

such benefits, all determined as of the most recent valuation date for each such
Plan.

      8.12 SALE AND LEASEBACK

      The Company shall not, and shall not suffer or permit any of its
Restricted Subsidiaries to, enter into any arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by the Company or any Restricted Subsidiary of real or personal property
which has been or is to be sold or transferred by the Company or any Restricted
Subsidiary to such lender or investor or to any Person to whom funds have been
or are to be advanced by such lender or investor on the security of such
property or rental obligations of the Company or any Restricted Subsidiary,
provided that this Section 8.12 shall not apply to any property sold pursuant to
subsection 8.2(h).

      8.13 RESTRICTED PAYMENTS

      The Company shall not, and shall not permit or suffer any Subsidiary to,
directly or indirectly pay, declare, order, make or set apart any sum for any
Restricted Payment, except that the Company may make, pay or set apart during
each calendar quarter one or more Restricted Payments if:

      (a) such Restricted Payments are in an aggregate amount not exceeding the
amount by which Available Cash with respect to the immediately preceding
calendar quarter exceeds any amount contributed to Available Cash with respect
to such immediately preceding calendar quarter by any Subsidiary if and to the
extent that the payment of such amount as a dividend or distribution to the
Company has not been made and is not at the time permitted by the terms of such
Subsidiary's charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Subsidiary, provided
that in determining Available Cash with respect to such immediately preceding
calendar quarter, the Company will include in the amount of reserves established
during such quarter pursuant to clause (ii)(d) of the definition of Available
Cash an amount not less than (i) 50% of the aggregate amount of all interest in
respect of the Other Senior Notes to be paid on the interest payment date
immediately following such immediately preceding calendar quarter, (ii) 100% of
the aggregate amount of all interest in respect of the Loans to be paid on the
respective Interest Payment Dates for such Loans, (iii) 25% of the aggregate
amount of all principal in respect of the 1989 Notes and the Series D Notes
scheduled to be paid (determined in accordance with the Principal Repayment
Proviso) during the 12 calendar months immediately following such immediately
preceding calendar quarter, (iv) for the final two full calendar quarters
preceding the "Revolving Credit Termination Date", 25% of the average "Effective
Amount" of the "Revolving Loans", "Swingline Loans" and "L/C Obligations"
outstanding at any time during such quarter of computation (such terms in quotes
in this clause (iv) shall have the


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<PAGE>

meanings given such terms in the Existing Credit Agreement), and (v) 100% of the
aggregate amount of all interest in respect of the loans outstanding under the
Existing Credit Agreement to be paid on the respective interest payment dates
for such loans, and the Company will not reduce the amount of the reserves so
included, in determining Available Cash for any calendar quarter subsequent to
such immediately preceding calendar quarter pursuant to clause (i)(c) of the
definition of Available Cash, unless and until (A) the amount of interest or
principal in respect of which such amount has been reserved has in fact been
paid and (B) in the case of clause (iv) of this subsection 8.13(a), the amount
of the reserves so included exceeds fifty percent (50%) of the "Effective
Amount" of the "Revolving Loans", "Swingline Loans" and "L/C Obligations" (such
terms in quotes shall have the meanings given such terms in the Existing Credit
Agreement) at the end of such quarter of computation; and

      (b) immediately after giving effect to any such proposed action no
condition or event shall exist which constitutes an Event of Default or Material
Default.

The Company will not, in any event, directly or indirectly declare, order, pay
or make any Restricted Payment except in cash.

      8.14 CHANGE IN BUSINESS

      The Company shall not, and shall not suffer or permit any Subsidiary to,
engage in any business other than Permitted Businesses and Permitted Ancillary
Businesses. In addition, the Company will not, and will not permit any
Restricted Subsidiary to, (i) sell, transfer or otherwise dispose of any of its
Timberlands or Timber (collectively, "Timber Properties") to Holding or any
Subsidiary of Holding (whether or not at the time they are Restricted
Subsidiaries, and herein collectively called the "Manufacturing Entities")
unless such transaction is a transaction permitted under clause (f) or (h) of
Section 8.2, or (ii) invest in or otherwise transfer to any of the Manufacturing
Entities the proceeds ("Timber Proceeds") of the sale or disposition of any such
Timber Properties (unless such proceeds are derived from a transaction permitted
under clause (f) or (h) of Section 8.2). Any Timber Proceeds being used to
"purchase productive assets in the same line of business" under the provisions
of Section 8.2(i) shall not be used for any purpose except for the acquisition
of Timber Properties to be owned directly by the Company or a Restricted
Subsidiary which is not one of the Manufacturing Entities. Notwithstanding the
foregoing, the Company and its Restricted Subsidiaries may sell Timber to the
Manufacturing Entities in connection with, and in transactions which constitute
part of, harvesting activities conducted in accordance with the requirements of
Section 8.3. All acquisitions of Timber Properties by the Company and its
Restricted Subsidiaries shall be made only by the Company directly or indirectly
through Restricted Subsidiaries which are not Manufacturing Entities.


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<PAGE>

      8.15 ISSUANCE OF STOCK BY SUBSIDIARIES

      The Company shall not permit any Subsidiary to (either directly, or
indirectly by the issuance of rights or options for, or securities convertible
into, such shares) issue, sell or otherwise dispose of any shares of any class
of its stock or partnership or other ownership interests (other than directors'
qualifying shares) except to the Company or a Restricted Subsidiary, and except
to the extent that holders of minority interests may be entitled to purchase
stock by reason of preemptive rights.

      8.16 AMENDMENTS

      The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, amend, modify, supplement or waive any provision of any
agreement evidencing Funded Debt in excess of $35,000,000 which amendment,
modification, supplement or waiver would reasonably be expected to impair the
Administrative Agent's or the Lenders' rights hereunder or the ability of the
Company to perform its obligations under any Loan Document.

      8.17 AVAILABLE CASH

      The Company shall not at any time permit Available Cash to be less than
zero. For purposes of this Section 8.17, in determining Available Cash with
respect to the immediately preceding calendar quarter, the Company will include
in the amount of reserves established during such quarter pursuant to clause
(ii)(d)(1) (with respect to principal on Indebtedness) and clause (ii)(d)(4) of
the definition of "Available Cash" an amount not less than (a) 50% of the
aggregate amount of all interest in respect of the Other Senior Notes to be paid
on the interest payment date immediately following such immediately preceding
calendar quarter, (b) 100% of the aggregate amount of all interest in respect of
the Loans to be paid on the respective Interest Payment Dates for such Loans,
(c) 25% of the aggregate amount of all principal in respect of the 1989 Notes
and the Series D Notes scheduled to be paid (determined in accordance with the
Principal Repayment Proviso) during the 12 calendar months immediately following
such immediately preceding calendar quarter, (d) for the final two full calendar
quarters preceding the "Revolving Credit Termination Date", 25% of the average
"Effective Amount" of the "Revolving Loans", "Swingline Loans" and "L/C
Obligations" outstanding at any time during such quarter of computation (such
terms in quotes in this clause (d) shall have the meanings given such terms in
the Existing Credit Agreement), and (e) 100% of the aggregate amount of all
interest in respect of the loans outstanding under the Existing Credit Agreement
to be paid on the respective interest payment dates for such loans, and the
Company will not reduce the amount of the reserves so included in determining
Available Cash for any calendar quarter subsequent to such immediately preceding
calendar quarter pursuant to clause (i)(c) of the definition of Available Cash,
unless and until (i) the amount of interest or principal in respect of


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<PAGE>

which such amount has been reserved has in fact been paid and (ii) in the case
of clause (d) of this Section 8.17, the amount of the reserves so included
exceeds fifty percent (50%) of the "Effective Amount" of the "Revolving Loans",
"Swingline Loans" and "L/C Obligations" (such terms in quotes shall have the
meanings given such terms in the Existing Credit Agreement) at the end of such
quarter of computation.

      8.18 INTEREST COVERAGE RATIO

      The Company shall not permit its Interest Coverage Ratio as of the end of
any fiscal quarter of the Company to be less than 2.75 to 1.00.

      8.19 MAXIMUM LEVERAGE RATIO

      The Company shall not permit the Maximum Leverage Ratio as of the end of
any fiscal quarter of the Company to exceed sixty percent (60%).

      "Maximum Leverage Ratio" means, at any date of determination, a quotient,
expressed as a percentage, the numerator of which shall be the total Funded Debt
of the Company and its Subsidiaries on a consolidated basis as of such date and
the denominator of which shall be the net worth of the Company and its
Subsidiaries on a consolidated basis plus the total Funded Debt of the Company
and its Subsidiaries on a consolidated basis as of such date. The Maximum
Leverage Ratio shall be computed without giving effect to any write-up or
write-down of the Funded Debt, or corresponding adjustments to interest expense
in connection with such write-up or write-down, required under GAAP by virtue of
the Merger.

      8.20 TAX MATTERS AGREEMENT

      The Company shall not directly or indirectly assume the obligations of the
REIT under the Tax Matters Agreement or agree to reimburse or indemnify the REIT
for any of its obligations thereunder, excepting only an assumption of a
specified amount of liability that is paid by the Company simultaneously with
such assumption at a time when (1) no Default or Event of Default exists and (2)
no Event of Default would exist under Section 8.17, 8.18, or 8.19 giving pro
forma effect, as the last day of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 7.1, to the payment
of the amount so assumed and to all Funded Debt incurred by the Company or any
of its Subsidiaries since such date pursuant to subsection 8.5(i) that is not
used for the concurrent retirement of other Funded Debt. For purposes of this
determination of pro forma compliance with Section 8.18 (Interest Coverage
Ratio), such Funded Debt incurred since the end of the period covered by those
most recent financial statements shall be treated as though it had been
outstanding for the four fiscal quarters then ending at the interest rate in
effect at the date of determination and EBITDA shall be computed (pursuant to
the procedures set forth in clause (e) of the


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<PAGE>

definition thereof) giving effect to any Timber acquired since the end of that
period.

                                   ARTICLE IX
                                EVENTS OF DEFAULT

      9.1 EVENT OF DEFAULT

      Any of the following shall constitute an "Event of Default":

      (a) Non-Payment. The Company or any other Loan Party fails to pay, (i)
when and as required to be paid herein, any amount of principal of any Loan or
(ii) within 5 days after the same shall become due, any interest, fee or any
other amount payable hereunder or pursuant to any other Loan Document; or

      (b) Representation or Warranty. Any representation or warranty by the
Company or any other Loan Party made or deemed made herein, in any Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any of the Responsible Representatives, any of
the Responsible Officers, any other Loan Parties, or any of the Loan Parties'
respective responsible officers and/or responsible representatives, furnished at
any time under this Agreement, or in or under any Loan Document, shall prove to
have been incorrect in any material respect on or as of the date made or deemed
made; or

      (c) Specific Defaults. The Company fails to perform or observe any term,
covenant or agreement contained in Section 7.3 or Section 7.9 or Article VIII;
or

      (d) Other Defaults. The Company or any other Loan Party fails to perform
or observe any other term or covenant contained in the Loan Document to which
such Loan Party is a party, and such default shall continue unremedied for a
period of 20 days after the earlier of (i) the date upon which a Responsible
Officer or Responsible Representative knew or should have known of such failure
or (ii) the date upon which written notice thereof is given to the Company by
the Administrative Agent or any Lender; or

      (e) Cross-Default. (i) the Company or any of its Subsidiaries (A) fails to
make any payment in respect of any Indebtedness (other than in respect of Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $5,000,000 when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) beyond any period of grace provided with respect thereto; or (B)
fails to perform or observe any other condition or covenant, or any other event
shall occur or condition exist, under any agreement or instrument relating to
any such


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Indebtedness, if the effect of such failure, event or condition is to cause, or
to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable prior to its stated maturity, or with respect
to any contingent obligations, to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (1) any event
of default under such Swap Contract as to which the Company or any Subsidiary is
the Defaulting Party (as defined in such Swap Contract) or (2) any Termination
Event (as so defined) as to which the Company or any Subsidiary is an Affected
Party (as so defined), and, in either event, the Swap Termination Value owed by
the Company or such Subsidiary as a result thereof is greater than $5,000,000,
or

      (f) Insolvency; Voluntary Proceedings. The Company, any of its
Subsidiaries, or any Partner Entity (i) ceases or fails to be Solvent, or
generally fails to pay, or admits in writing its inability to pay, its debts as
they become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise; (ii) voluntarily ceases to conduct its business in the
ordinary course; (iii) commences any Insolvency Proceeding with respect to
itself; or (iv) takes any action to effectuate or authorize any of the
foregoing; or

      (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is
commenced or filed against the Company, any other Loan Party, the Facilities
Subsidiary, any Restricted Subsidiary of the Company, or any Partner Entity, or
any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against a substantial part of the Company's, any other Loan
Party's, any of its Restricted Subsidiaries', any Partner Entities' or the
Facilities Subsidiaries' Properties, and any such proceeding or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded within 60 days
after commencement, filing or levy; (ii) the Company, any other Loan Party, any
Partner Entity, the Facilities Subsidiary, or any of the Company's Restricted
Subsidiaries admits the material allegations of a petition against it in any
Insolvency Proceeding, or an order for relief (or similar order under non-U.S.
law) is ordered in any Insolvency Proceeding; or (iii) the Company, any other
Loan Party, any Partner Entity, any of the Company's Restricted Subsidiaries, or
the Facilities Subsidiary acquiesces in the appointment of a receiver, trustee,
custodian, conservator, liquidator, mortgagee in possession (or agent therefor),
or other similar Person for itself or a substantial portion of its Property or
business; or

      (h) ERISA. (i) The Company or an ERISA Affiliate shall fail to pay when
due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under a Multiemployer Plan;
(ii) any member of the Controlled Group shall fail to satisfy its contribution


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<PAGE>

requirements under Section 412(c)(11) of the Code, whether or not it has sought
a waiver under Section 412(d) of the Code; (iii) in the case of an ERISA Event
involving the withdrawal from a Plan of a "substantial employer" (as defined in
Section 4001(a)(2) or Section 4062(e) of ERISA), the withdrawing employer's
proportionate share of that Plan's Unfunded Pension Liabilities is more than
$10,000,000; (iv) in the case of an ERISA Event involving the complete or
partial withdrawal from a Multiemployer Plan, the withdrawing employer has
incurred a withdrawal liability in an aggregate amount exceeding $10,000,000;
(v) in the case of an ERISA Event not described in clause (iii) or (iv), the
Unfunded Pension Liabilities of the relevant Plan or Plans exceed $10,000,000;
(vi) a Plan that is intended to be qualified under Section 401(a) of the Code
shall lose its qualification, and the loss can reasonably be expected to impose
on the Company or its ERISA Affiliates liability (for additional taxes, to Plan
participants, or otherwise) in the aggregate amount of $10,000,000 or more;
(vii) the commencement or increase of contributions to, or the adoption of or
the amendment of a Plan by, the Company or an ERISA Affiliate which
commencement, increase or amendment shall result in a net increase in unfunded
liabilities to the Company and the ERISA Affiliates in excess of $10,000,000;
(viii) the Company or an ERISA Affiliate engages in or otherwise becomes liable
for a non-exempt prohibited transaction and the initial tax or additional tax
under section 4975 of the Code relating thereto might reasonably be expected to
exceed $10,000,000; (ix) a violation of section 404 or 405 of ERISA or the
exclusive benefit rule under section 401(a) of the Code if such violation might
reasonably be expected to expose Company or its ERISA Affiliates to monetary
liability in excess of $10,000,000; (x) any member of the Controlled Group is
assessed a tax under section 4980B of the Code in excess of $10,000,000; or (xi)
the occurrence of any combination of events listed in clauses (iii) through (x)
that would reasonably be expected to result in a net increase to the Company and
its ERISA Affiliates in aggregate Unfunded Pension Liabilities, unfunded
liabilities, or any combination thereof, in excess of $10,000,000; or

      (i) Monetary Judgments. One or more non-interlocutory judgments, orders or
decrees shall be entered against the Company or any of its Subsidiaries
involving in the aggregate a liability (not fully covered by independent
third-party insurance) as to any single or related series of transactions,
incidents or conditions, of $25,000,000 or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 30 days after
the entry thereof; or

      (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
shall be rendered against the Company or any of its Subsidiaries which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or


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      (k) Auditors. The Administrative Agent or any Lender shall receive notice
from the Independent Auditor that the Administrative Agent and the Lenders
should no longer use or rely upon any audit report or other financial data
provided by the Independent Auditor; or

      (l) Adverse Change. One of the following has occurred and the
Administrative Agent, at the direction of the Required Lenders, shall so notify
the Company: (i) a material adverse change in, or a material adverse effect
upon, any of the operations, business, properties, or condition (financial or
otherwise) of the Company or the Company and its Subsidiaries taken as a whole
or as to any Restricted Subsidiary which materially impairs the ability of the
Company to perform under any Loan Document and avoid any Event of Default, or
(ii) a material adverse effect upon the legality, validity, binding effect or
enforceability of any Loan Document; or

      (m) Change of Control. One of the following has occurred (i) a Change of
Control of the REIT; (ii) the REIT ceases for any reason to be the sole member
of Plum Creek Timber I; (iii) the REIT ceases for any reason to own directly 99%
of the limited partnership interests in the Company; or (iv) Plum Creek Timber I
ceases for any reason to be the sole general partner of the Company; or

      (n) Impairment of Certain Documents. Except as otherwise expressly
permitted in any Loan Document, any of the Loan Documents shall terminate or
cease in whole or in part to be the legally valid, binding, and enforceable
obligation of the relevant Loan Party, or such Loan Party or any Person acting
for or on behalf of any Loan Party, contests such validity, binding effect or
enforceability, or purports to revoke any Loan Document.

      9.2 REMEDIES

      If any Event of Default occurs, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders do any one or more
of the following:

      (a) declare the Commitment of each Lender to make Loans to be terminated,
whereupon such Commitments shall forthwith be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Company; and


                                       97
<PAGE>

      (c) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law or in
equity;

provided, however, that upon the occurrence of any event specified in paragraph
(f) or (g) of Section 9.1 (in the case of clause (i) of paragraph (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each
Lender to make Loans shall automatically terminate, the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid in
subsections 9.2(a) and (b) shall automatically become due and payable, without
further act of the Administrative Agent or any Lender.

      9.3 RIGHTS NOT EXCLUSIVE

      The rights, powers, privileges and remedies provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

      10.1 APPOINTMENT AND AUTHORIZATION

      Each Lender hereby irrevocably (subject to Section 10.9) appoints,
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto, including, without limitation, to
enter into Cash Collateral Account Agreements from time to time in accordance
with this Agreement, and to release funds to the Company in accordance with
Section 1(b) of the Cash Collateral Account Agreement and, if applicable,
pursuant to an Officer's Certificate substantially in the form attached thereto
as Exhibit A. Notwithstanding any provision to the contrary contained elsewhere
in this Agreement or in any other Loan Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "administrative agent" in this Agreement and the other Loan
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead,


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<PAGE>

such term is used merely as a matter of market custom, and is intended to create
or reflect only an administrative relationship between independent contracting
parties.

      10.2 DELEGATION OF DUTIES

      The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.

      10.3 LIABILITY OF ADMINISTRATIVE AGENT

      None of the Administrative Agent-Related Persons shall (a) be liable for
any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any manner
to any of the Lenders or participant for any recital, statement, representation
or warranty made by the Company, any Loan Party or any Subsidiary or Affiliate
of the Company, or any officer thereof, contained in this Agreement or in any
other Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company, any Loan Party or
any other party to any Loan Document to perform its obligations hereunder or
thereunder. No Administrative Agent-Related Person shall be under any obligation
to any Lender or any participant to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the Properties, books or
records of the Company, any Loan Party or any of the Company's Subsidiaries or
Affiliates.

      10.4 RELIANCE BY ADMINISTRATIVE AGENT

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
electronic mail message, statement or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Company or any other Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document


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<PAGE>

unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders or all of the
Lenders, if required hereunder, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all of the Lenders and
participants. When this Agreement expressly permits or prohibits an action
unless the Required Lenders otherwise determine, the Administrative Agent shall,
and, in all other instances, the Administrative Agent may, but shall not be
required to, initiate any solicitation for the consent or a vote of any of the
Lenders.

      (b) For purposes of determining compliance with the conditions specified
in Section 5.1, each Lender that has executed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent or made available by the Administrative Agent to
such Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lender, unless the Administrative Agent shall have received notice from the
Lender prior to the initial Credit Extension specifying its objection thereto
and either such objection shall not have been withdrawn by notice to the
Administrative Agent to that effect or the Lender shall not have made available
to the Administrative Agent the Lender's ratable portion of such Credit
Extension.

      10.5 NOTICE OF DEFAULT

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". The Administrative Agent
will notify the Lenders of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
may be requested by the Required Lenders in accordance with Article IX;
provided, however, that unless and until the Administrative Agent has received
any such request, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Lenders.


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<PAGE>

      10.6 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT

      Each Lender expressly acknowledges that none of the Administrative
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of the Company, its
Subsidiaries, any other Loan Party or any of their respective Affiliates, shall
be deemed to constitute any representation or warranty by any Administrative
Agent-Related Person to any Lender as to any matter including whether any
Administrative Agent-Related Person has disclosed information in its possession.
Each Lender represents to the Administrative Agent that it has, independently
and without reliance upon any Administrative Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company, its
Subsidiaries and any other Loan Party, and all applicable bank regulatory laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Company hereunder. Each
Lender also represents that it will, independently and without reliance upon any
Administrative Agent-Related Person and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company.
Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company, any other Loan
Party or any of their respective Affiliates which may come into the possession
of any of the Administrative Agent-Related Persons.

      10.7 INDEMNIFICATION OF ADMINISTRATIVE AGENT

      Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand the Administrative Agent-Related Persons (to
the extent not reimbursed by or on behalf of the Company and without limiting
the obligation of the Company to do so), pro rata , and hold harmless each
Administrative Agent-Related Person from and against any and all Indemnified
Liabilities inurred by it; provided, however, that no Lender shall be liable for
the payment to any Administrative Agent-Related Persons of any portion of such
Indemnified Liabilities to the extent determined in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from such
Administrative Agent-Related Person's own gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
directions of the Required


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<PAGE>

Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including reasonable Attorney Costs) incurred
by the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Company. Without limiting the generality of the foregoing, if the
Internal Revenue Service or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Administrative Agent did
not properly withhold tax from amounts paid to or for the account of any Lender
hereunder (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a
change in circumstances which rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason), such Lender shall
indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, together with all costs
and expenses and attorneys' fees (including reasonable Attorney Costs). The
undertaking in this Section shall survive the termination of the Commitments of
all the Lenders, the payment of all Obligations hereunder and the resignation of
the Administrative Agent.

      10.8 EACH AGENT IN INDIVIDUAL CAPACITY

      Bank of America, The Bank of Tokyo-Mitsubishi, Ltd., Portland Branch,
Wachovia Bank, N.A., SunTrust Bank, Scotiabanc Inc., Northwest Farm Credit
Services, PCA, and Banc of America Securities, and any of their respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though neither Bank of America,
The Bank of Tokyo-Mitsubishi, Ltd., Portland Branch, Wachovia Bank, N.A.,
SunTrust Bank, Scotiabanc Inc., Northwest Farm Credit Services, PCA, nor Banc of
America Securities was the Administrative Agent, the Syndication Agent, the
Documentation Agent and the Arranger, respectively, hereunder and without notice
to or consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America, Banc of America Securities or their respective
Affiliates may receive information regarding the Company, any other Loan Party
or any of their respective Affiliates (including information that may be subject
to confidentiality obligations in favor of the Company, such Subsidiary or such
Affiliate) and acknowledge that the Administrative Agent shall be under no


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<PAGE>

obligation to provide such information to them. With respect to its Loans, Bank
of America, The Bank of Tokyo-Mitsubishi, Ltd., Portland Branch, Wachovia Bank,
N.A., SunTrust Bank, Scotiabanc Inc., and Northwest Farm Credit Services, PCA
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Administrative Agent, the
Syndication Agent, the Documentation Agent or the Arranger, as the case may be,
and the terms "Lender" and "Lenders" shall include Bank of America, The Bank of
Tokyo-Mitsubishi, Ltd., Portland Branch, Wachovia Bank, N.A., SunTrust Bank,
Scotiabanc Inc., and Northwest Farm Credit Services, PCA in their respective
individual capacity.

      10.9 SUCCESSOR ADMINISTRATIVE AGENT

      The Administrative Agent may resign as Administrative Agent upon 30 days'
notice to the Lenders. If the Administrative Agent resigns under this Agreement,
the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders. If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Company, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
the Person acting as such successor administrative agent shall succeed to all
the rights, powers and duties of the retiring Administrative Agent and the term
"Administrative Agent" shall mean such successor administrative agent, and the
retiring Administrative Agent's appointment, powers and duties as Administrative
Agent shall be terminated. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article X and Sections
11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor administrative agent as provided for above.

      10.10 SYNDICATION AGENTS, DOCUMENTATION AGENTS AND ARRANGER

      None of the Lenders identified on the facing page or signature pages of
this Agreement as a "syndication agent", "documentation agent" or "arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of the Lenders or other Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each
Lender


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acknowledges that it has not relied, and will not rely, on any Lender or other
Person so identified in deciding to enter into this Agreement or in taking or
not taking action hereunder.

      10.11 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Company and any other Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand
on the Company) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans and all other
      Obligations that are owing and unpaid and to file such other documents as
      may be necessary or advisable in order to have the claims of the Lenders
      and the Administrative Agent (including any claim for the reasonable
      compensation, expenses, disbursements and advances of the Lenders and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due the Lenders and the Administrative Agent under Sections 2.11
      and 11.4) allowed in such judicial proceeding; and

            (b) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.11 and 11.4.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


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                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1 AMENDMENTS AND WAIVERS

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent with respect to any departure by the Company or
any other Loan Party therefrom, shall be effective unless the same shall be in
writing and signed by the Required Lenders, the Company and acknowledged by the
Administrative Agent, and then such waiver shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in writing and
signed by all the Lenders, the Company and acknowledged by the Administrative
Agent, do any of the following:

      (a) increase or extend the Commitment of any Lender (or reinstate any such
Commitment terminated pursuant to subsection 9.2(a)), including, without
limitation, any amendment to or waiver of any provision providing for a
mandatory commitment reduction, or subject any Lender to any additional
obligations;

      (b) postpone or delay any date fixed for any payment or mandatory
prepayments of principal, interest, fees or other amounts due to the Lenders (or
any of them) hereunder or under any other Loan Document;

      (c) reduce the principal of, or the rate of interest specified herein on
any Loan, or (subject to clause (iii) below) the amount of any fees or other
amounts payable hereunder or under any other Loan Document, or amend the
definition of Pricing Leverage Ratio or any defined term used therein to the
extent such amendment would have the effect of reducing the Applicable Margin;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Company to pay interest at the Default Rate;

      (d) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Loans which shall be required for the Lenders or any of
them to take any action hereunder;

      (e) amend the definition of "Required Lenders";

      (f) amend this Section 11.1, Section 2.15 or Section 11.7, or any
provision providing for consent or other action by all Lenders; or

      (g) amend Section 11.5 if such amendment will impair or otherwise limit
any Lender's rights under such Section 11.5;


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and, provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document, and
(ii) the Bank of America Fee Letter may be amended, or rights and privileges
thereunder waived, in a writing executed by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.

      11.2 NOTICES

      (a) General. All notices, requests and other communications provided for
hereunder shall be in writing (including, unless the context expressly otherwise
provides, by facsimile transmission, provided that any matter transmitted by the
Company by facsimile (i) shall be immediately confirmed by a telephone call to
the recipient at the number specified on Schedule 11.2, and (ii) shall be
followed promptly by a hard copy original thereof) and mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address specified for notices on Schedule 11.2; or,
as directed to the Company or the Administrative Agent, to such other address,
facsimile number, electronic mail address or telephone number as shall be
designated by such party in a written notice to the other parties, and as
directed to each other party, at such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a written notice to the Company and the Administrative Agent.

All such notices, requests and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, three Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, notwithstanding the
foregoing, notices to the Company or the Administrative Agent shall not be
effective until actually received by the Company or the Administrative Agent,
respectively. In no event shall a voicemail message be effective as a notice,
communication or confirmation hereunder.

      (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require


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that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.

      (c) Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 7.2(e), and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

      (d) Reliance by Administrative Agent and Lenders. The Company acknowledges
and agrees that any agreement of the Administrative Agent and the Lenders in
Article II herein to receive certain notices by telephone and facsimile is
solely for the convenience and at the request of the Company. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Notice of Borrowing or Notice of Conversion/Continuation)
purportedly given by or on behalf of the Company even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
The Administrative Agent and the Lenders shall be entitled to rely on the
authority of any Person purporting to be a Person authorized by the Company to
give such notice and the Administrative Agent and the Lenders shall not have any
liability to the Company or other Person on account of any action taken or not
taken by the Administrative Agent or the Lenders in reliance upon such
telephonic or facsimile notice. The obligation of the Company to repay the Loans
shall not be affected in any way or to any extent by any failure by the
Administrative Agent and the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent and
the Lenders of a confirmation which is at variance with the terms understood by
the Administrative Agent and the Lenders to be contained in the telephonic or
facsimile notice. The Company shall indemnify each Administrative Agent-Related
Person and each Lender from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Company. All telephonic notices to and other communications
with the Administrative Agent may be recorded by the Administrative Agent, and
each of the parties hereto hereby consents to such recording.

      11.3 NO WAIVER; CUMULATIVE REMEDIES

      No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


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      11.4 COSTS AND EXPENSES

      The Company shall, whether or not the transactions contemplated hereby
shall be consummated:

      (a) pay or reimburse Bank of America (including in its capacity as
Administrative Agent) within five Business Days after demand (subject to
subsection 5.1(b)) for all reasonable costs and expenses incurred by Bank of
America (including in its capacity as Administrative Agent) in connection with
the development, preparation, delivery, administration and execution of, and any
amendment, supplement, waiver or modification to (in each case, whether or not
consummated), this Agreement, any Loan Document and any other documents prepared
in connection herewith or therewith, the initial assignments by Bank of America
of its Loans and Commitments hereunder, and the consummation and administration
of the transactions contemplated hereby and thereby, including expenses of
outside experts, printing costs, and the reasonable Attorney Costs incurred by
Bank of America (including in its capacity as Administrative Agent) with respect
thereto; provided, however, that this subsection (a) shall not apply to any such
costs and expenses incurred by Bank of America after any date that Bank of
America is no longer the Administrative Agent hereunder and after any such date
any references in this subsection (a) to Bank of America shall be deemed a
reference to the successor Administrative Agent; and

      (b) pay or reimburse each Lender, the Administrative Agent, and the
Arranger within five Business Days after demand (subject to subsection 5.1(b))
for all costs and expenses incurred by them in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies (including in
connection with any "workout" or restructuring regarding the Loans and other
Obligations, and including in any Insolvency Proceeding or appellate proceeding)
under this Agreement, any other Loan Document, and any such other documents,
including Attorney Costs and appraisal (including the allocated cost of internal
appraisal services), audit, environmental inspection and review (including the
allocated cost of such internal services), and search, filing and recording
charges, costs, fees and expenses, incurred by the Administrative Agent, the
Arranger and any Lender.

      (c) The agreements in this Section 11.4 shall survive the resignation of
the Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Revolving Credit Commitments, and the repayment, satisfaction or
discharge of all the other Obligations.

      11.5 INDEMNITY

      Whether or not the transactions contemplated hereby shall be consummated,
the Company shall pay, indemnify, and hold harmless each Administrative
Agent-


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Related Person, each Lender, the Administrative Agent, and each of their
respective Affiliates, officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an "Indemnified Person") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, claims, demands,
judgments, suits, costs, charges, expenses and disbursements (including
reasonable Attorney Costs) of any kind or nature which may at any time be
imposed on, incurred by or asserted against any Indemnified Person in any way
relating to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other
agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated
thereby, (b) any Commitment, Loan or the use or proposed use of the proceeds
therefrom, (c) or any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Company, any Subsidiary of the Company or any other Loan Party, or any
Environmental Liability related in any way to the Company, any Subsidiary of the
Company, or any other Loan Party, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that the Company shall have no obligation
under this Section 11.5 to an Indemnified Person to the extent that any of such
liabilities, obligations, losses, damages, penalties, actions, claims, demands,
judgments, suits, costs, charges, expenses and disbursements are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from (i) the gross negligence or willful misconduct of such Indemnified
Person or (ii) the breach by a Lender of its commitment to make loans hereunder
pursuant to the terms of this Agreement. No Indemnified Party shall be liable
for any damages arising from the use by others of any information or other
materials obtained through IntraLinks or other similar information transmission
systems in connection with this Agreement, nor shall any Indemnified Party have
any liability for any indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date). All
amounts due under this Section 11.5 shall be payable within thirty days after
demand therefor. The agreements in this Section shall survive the resignation of
the Administrative Agent, the replacement of any Lender, the termination of the
Commitments, and the repayment, satisfaction or discharge of all the other
Obligations.

      11.6 MARSHALLING; PAYMENTS SET ASIDE

      Neither the Administrative Agent nor the Lenders shall be under any
obligation to marshal any assets in favor of the Company or any other Person or
against or in payment of any or all of the Obligations. To the extent that any


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payment or payments by or on behalf of the Company to the Administrative Agent
or any of the Lenders, or the Administrative Agent or the Lenders enforce their
Liens or exercise their rights of set-off, and such payment or payments or the
proceeds of such enforcement or set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party in connection with any Insolvency Proceeding, or otherwise, then (a)
to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or set-off had not
occurred, and (b) each Lender severally agrees to pay to the Administrative
Agent upon demand its ratable share of the total amount so recovered from or
repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal
Funds Rate from time to time in effect.

      11.7 SUCCESSORS AND ASSIGNS

      The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Company may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Company without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnified Person) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

      11.8 ASSIGNMENTS, PARTICIPATIONS, ETC.

      (a) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that:
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption Agreement with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate part


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of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned; (iii) any assignment of a
Commitment must be approved by the Administrative Agent unless the Person that
is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption Agreement, together with a processing and recordation
fee of $3,500. Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (b) of this Section, from and after the effective
date specified in each Assignment and Assumption Agreement, the Eligible
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption Agreement, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption Agreement covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 4.1, 4.3, 4.4, 11.4 and 11.5). Upon request, the Company
(at its expense) shall execute and deliver new or replacement Notes evidencing
Loans hereunder, if any, to the assigning Lender and the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (c) of this Section 11.8.

      (b) The Administrative Agent, acting solely for this purpose as an agent
of the Company, shall maintain at the Administrative Agent's office a copy of
each Assignment and Assumption Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Company, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Company
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

      (c) Any Lender may, without the consent of, or notice to, the Company or
the Administrative Agent, sell participations to one or more Lenders or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely


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responsible to the other parties hereto for the performance of such obligations
and (iii) the Company, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant, or (ii) reduce the
principal, interest, fees or other amounts payable to such Participant. Subject
to subsection 11.8(d), the Company agrees that each Participant shall be
entitled to the benefits of Sections 4.1, 4.3, 4.4 and 11.5 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (a) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.10 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.15 as though
it were a Lender.

      (d) A Participant shall not be entitled to receive any greater payment
under Section 4.1, 4.3 or 4.4 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 4.1 unless the
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Company, to comply with Section
4.1(g) as though it were a Lender.

      (e) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Revolving
Credit Promissory Note evidencing the Loans, if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or Farm Credit Bank; provided that no such pledge or
assignment shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. The
Administrative Agent shall have no obligation nor shall it be required to
acknowledge or execute any document evidencing any pledge or assignment by a
Lender pursuant to this Section 11.8(e).

      (f) If the consent of the Company to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 11.8), the Company shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the


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assigning Lender (through the Administrative Agent) unless such consent is
expressly refused by the Company prior to such fifth Business Day.

      (g) As used herein, the following terms have the following meanings:

            "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a natural
Person) approved by (i) the Administrative Agent and (ii) unless an Event of
Default has occurred and is continuing, the Company (each such approval referred
to in clauses (i) and (ii) not to be unreasonably withheld or delayed).

            "Fund" means any Person (other than a natural Person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

            "Approved Fund" means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.

      11.9 CONFIDENTIALITY

      Each Lender agrees to take normal and reasonable precautions and exercise
due care to maintain the confidentiality of all information identified as
"confidential" by the Company and provided to it by the Company or any
Subsidiary of the Company, or by the Administrative Agent on such Company's or
Subsidiary's behalf, in connection with this Agreement or any Loan Document, and
neither it nor (if such Lender exercises its rights to disclose such information
pursuant to clause (I) below) any of its Affiliates shall use any such
information for any purpose or in any manner other than pursuant to the terms
contemplated by this Agreement; provided, however, that any Lender may disclose
such information (A) to the extent that such information was or becomes
generally available to the public other than as a result of a disclosure by the
Lender; (B) to the extent such information was or becomes available to such
Lender to whom it was furnished on a non-confidential basis; (C) at the request
or pursuant to any requirement of any Governmental Authority to which the Lender
is subject or in connection with an examination of such Lender by any such
authority; (D) pursuant to subpoena or other court or legal process; (E) when
required to do so in accordance with the provisions of any applicable
Requirement of Law; (F) to the extent reasonably required in connection with any
litigation or proceeding to which the Administrative Agent, any Lender or their
respective Affiliates may be party; (G) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan
Document or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder; (H) to
such Lender's independent auditors and other


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professional advisors; (I) to such Lender's Affiliates and to its and its
Affiliates' directors, officers, employees and agents; (J) to any other party to
this Agreement; (K) subject to an agreement containing provisions substantially
the same as those of this Section, to any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of the Company or any other the Loan Party;
or (L) to any Person with the consent of the Company. Notwithstanding the
foregoing, the Company authorizes each Lender to disclose to any Participant or
assignee Lender (each, a "Transferee") and to any prospective Transferee, such
financial and other information in such Lender's possession concerning the
Company or its Subsidiaries which has been delivered to the Administrative Agent
or the Lenders pursuant to this Agreement or which has been delivered to the
Administrative Agent or the Lenders by the Company in connection with the
Lenders' credit evaluation of the Company prior to entering into this Agreement;
provided that, unless otherwise agreed by the Company, such Transferee agrees in
writing to such Lender to keep such information confidential to the same extent
required of the Lenders hereunder. In addition, the Administrative Agent and the
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Administrative Agent and the Lenders in
connection with the administration and management of this Agreement, the other
Loan Documents, the Commitments, and the Credit Extensions.

      11.10 SET-OFF

      In addition to any rights and remedies of the Lenders provided by law, if
an Event of Default exists, each Lender is authorized at any time and from time
to time, without prior notice to the Company, any such notice being waived by
the Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing to, such Lender and any
of its Affiliates to or for the credit or the account of the Company against any
and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any Loan Document and although such
Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Company and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Lender under this Section 11.10 are subject to Section 2.15 and
are in addition to the other rights and remedies (including other rights of
set-off) which the Lender may have.


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      11.11 AUTOMATIC DEBITS OF FEES

      With respect to any commitment fee, Facility Fee or other fee, or any
other cost or expense (including Attorney Costs) due and payable to the
Administrative Agent or Bank of America under the Loan Documents, the Company
hereby irrevocably authorizes Bank of America to debit any deposit account of
the Company with Bank of America in an amount such that the aggregate amount
debited from all such deposit accounts does not exceed such fee or other cost or
expense. If there are insufficient funds in such deposit accounts to cover the
amount of the fee or other cost or expense then due, such debits will be
reversed (in whole or in part, in Bank of America's sole discretion) and such
amount not debited shall be deemed to be unpaid. No such debit under this
Section 11.11 shall be deemed a setoff.

      11.12 NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC.

      Each Lender shall notify the Administrative Agent in writing of any
changes in the address to which notices to the Lender should be directed, of
addresses of its Eurodollar Lending Office, of payment instructions in respect
of all payments to be made to it hereunder and of such other administrative
information as the Administrative Agent shall reasonably request.

      11.13 COUNTERPARTS

      This Agreement may be executed by one or more of the parties to this
Agreement in any number of separate counterparts, each of which, when so
executed, shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same instrument. A set of
the copies of this Agreement signed by all the parties shall be lodged with the
Company and the Administrative Agent.

      11.14 SEVERABILITY

      The illegality or unenforceability of any provision of this Agreement or
any instrument or agreement required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this
Agreement or any instrument or agreement required hereunder.

      11.15 NO THIRD PARTIES BENEFITED

      This Agreement is made and entered into for the sole protection and legal
benefit of the Company, the Lender, the Syndication Agents, the Documentation
Agents, the Arranger, and the Administrative Agent, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents. Neither the
Administrative Agent,


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the Syndication Agents, the Documentation Agents, the Arranger nor any Lender
shall have any obligation to any Person not a party to this Agreement or other
Loan Documents.

      11.16 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

      All representations and warranties made by the Company in this Agreement
and by each Loan Party in each other Loan Document shall survive the execution
and delivery of this Agreement and such other Loan Documents. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied.

      11.17 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable law, statute, treaty, rule or regulation (the "Maximum
Rate"). If the Administrative Agent or any Lender shall receive interest in an
amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to
the Company. In determining whether the interest contracted for, charged, or
received by the Administrative Agent or a Lender exceeds the Maximum Rate, such
Person may, to the extent permitted by applicable law (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the Obligations
hereunder.

      11.18 GOVERNING LAW AND JURISDICTION

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND
THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE


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COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS EACH IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY LOAN DOCUMENT RELATED HERETO OR THERETO. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO COMMENCE
PROCEEDINGS OR BRING ANY ACTION OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY
COURT OF ANY OTHER JURISDICTION.

      11.19 SERVICE OF PROCESS

      The Company agrees that service of all process in any action or proceeding
referred to in Section 11.18 may be made by the mailing by registered or
certified mail, postage prepaid, to the Company at its address provided in
accordance with Section 11.2. Nothing herein shall affect the right of the
Administrative Agent or any Lender to serve process in any other manner
permitted by law.

      11.20 WAIVER OF JURY TRIAL

      THE COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF action BASED UPON
OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY ADMINISTRATIVE AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE LENDERS
AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

      11.21 ENTIRE AGREEMENT

      This Agreement, together with the other Loan Documents, embodies the
entire agreement and understanding among the Company, the Lenders, the
Syndication Agents, the Documentation Agents, the Arranger and the
Administrative Agent, and supersedes all prior or contemporaneous Agreements and
understandings of such Persons, verbal or written, relating to the subject
matter


                                      117
<PAGE>

hereof and thereof, except that (a) the Bank of America Fee Letter referenced in
this Agreement and (b) any prior arrangements made with respect to the payment
by the Company of (or any indemnification for) any fees, costs or expenses
payable to or incurred (or to be incurred) by or on behalf of the Administrative
Agent or the Lenders, shall, in each case, survive the execution and delivery of
this Agreement.

                            [Signature pages follow]

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


                                      PLUM CREEK TIMBERLANDS, L.P.

                                      By: Plum Creek Timber I, L.L.C.,
                                            its General Partner

                                           By: Plum Creek Timber Company, Inc.,
                                               its Managing Member

                                               By: _____________________________
                                                   Name:
                                                   Title:


                                      BANK OF AMERICA, N.A.,
                                      as Administrative Agent


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         BANK OF AMERICA, N.A., as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                      PORTLAND BRANCH, as a Syndication Agent
                                      and as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         WACHOVIA BANK, N.A., as a Syndication
                                      Agent and as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         NORTHWEST FARM CREDIT SERVICES, PCA,
                                      as a Documentation Agent and as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         SCOTIABANC INC., as a Documentation Agent
                                      and as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         SUNTRUST BANK, as a Documentation Agent
                                      and as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         AGSTAR FINANCIAL SERVICES PCA
                                        D/B/A FCS COMMERCIAL FINANCIAL GROUP,
                                      as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         COOPERATIEVE CENTRALE RAIFFEISEN-
                                               BOERENLEENBANK, B.A. "RABOBANK
                                      INTERNATIONAL", NEW YORK
                                      branch, as a Lender

                                      By:  _____________________________________
                                      Name:
                                      Title:

                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         FARM CREDIT SERVICES OF MID-AMERICA, PCA,
                                      as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         GREENSTONE FARM CREDIT SERVICES, ACA,
                                      as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         KBC BANK, N.V., as a Lender

                                      By:  _____________________________________
                                      Name:
                                      Title:

                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         THE BANK OF NEW YORK, as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         U.S. BANK NATIONAL ASSOCIATION,
                                      as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         WASHINGTON MUTUAL BANK, as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

      LENDER:                         WELLS FARGO BANK, N.A., as a Lender


                                      By:  _____________________________________
                                      Name:
                                      Title:


     [Signature page to Credit Agreement for Plum Creek Timberlands, L.P.]
<PAGE>

                                  SCHEDULE 1.1

                           CORPORATE INVESTMENT POLICY

<PAGE>

                                  SCHEDULE 1.1

                           Corporate Investment Policy

                         PLUM CREEK TIMBER COMPANY, L.P.
                           Corporate Investment Policy

DATED APRIL 5, 1993

I.    OBJECTIVE

      This policy provides guidelines for the management of the Company's cash.
      It is essential that these assets be invested in a high quality portfolio
      which:

      -     preserves principal
      -     meets liquidity needs
      -     allows for appropriate diversification of investments
      -     delivers good yield in relationship to the guidelines and market
            conditions

      The Company is adverse to incurring market risk or credit risk, and will
      generally sacrifice yield in the interest of safety. Care must always be
      taken to insure that the Company's reported financial statements are never
      materially affected by decreases in the market value of securities held.

II.   MATURITY OR PUT

      Within the constraints provided throughout this document, or by addendum
      to this document, the maximum maturity or put or any investment instrument
      will be within two years from the purchase settlement date; however, the
      total portfolio must have an average maturity of less than 12 months.

III.  PERMISSIBLE INVESTMENTS

      A.    Investments will be made in U.S. Dollars only.

      B.    The Company may own, purchase or acquire marketable direct
            obligations in the following:

            1.    Obligations (fixed and floating rate) issued by, or
                  unconditionally guaranteed by the U.S. Treasury, or any agency
                  thereof, or issued by any political subdivision of any state
                  or public agency thereof.

            2.    Commercial paper rated as A-1 or better by Standard & Poor's,
                  and P-1 or better by Moody's (or equivalent).

<PAGE>

            3.    Floating rate and fixed rate obligations of corporations,
                  banks and agencies including: medium term notes and bonds,
                  deposit notes, and euro dollar/yankee notes and bonds.

            4.    Certificates of deposit, bankers acceptances and time deposits
                  of commercial banks, domestic or foreign, whose short term
                  credit ratings are A-1/P-1 (or equivalent).

            5.    Repurchase agreements collateralized by U.S. Treasury
                  Contracts, or similar obligations.

            6.    Insurance company Funding Agreements, Investment Contracts, or
                  similar obligations.

            7.    Asset backed and mortgage backed securities.

            8.    Master Notes.

            9.    Taxable money market preferreds.

            10.   Tax exempt securities including municipal bonds/notes, money
                  market preferreds, and variable rate demand notes.

      C.    Issuing institutions shall be Corporations, Trusts, Partnerships,
            and Banks domiciled in the U.S., Canada, Japan and Western Europe,
            or Insurance Companies domiciled in the U.S.

IV.   CREDIT REQUIREMENTS

      Safety shall always be a primary consideration in structuring the
      Company's investment portfolio. Credit ratings should be tied to duration
      as prescribed below in order to combine safety, liquidity and acceptable
      market performance.

<TABLE>
<CAPTION>
                  DURATION                           MINIMUM CREDIT RATING
                                                     S&P               Moody's
                                                     ---               -------
<S>                                                  <C>               <C>
                  6 months or less                   A-                A3
                  6 - 18 months                      AA                Aa2
                  18 months or more                  AAA               Aaa
</TABLE>

      Original issue securities allowable under this policy with less than
      twelve months to maturity may substitute the issuers short term credit
      rating if that rating is A-1/P-1 or better.

<PAGE>

V.    DIVERSIFICATION

      To diversify risk, no more that $2 million OR 10%of the portfolio can be
      invested with any one issuer. Exceptions are issues of the U.S. Treasury
      or agency securities, insured or government collateralized issues and
      daily money market funds.
<PAGE>

                                  SCHEDULE 2.1

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                             REVOLVING                 REVOLVING CREDIT
                                                              CREDIT                      COMMITMENT
                       LENDERS                              COMMITMENT                    PERCENTAGE
----------------------------------------------------        -----------                ----------------
<S>                                                         <C>                        <C>
BANK OF AMERICA, N.A                                        $ 10,000,000                  6.666666667%

AGSTAR FINANCIAL SERVICES, PCA D/B/A FCS                    $  5,000,000                  3.333333333%
   COMMERCIAL FINANCE GROUP

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK,            $ 30,000,000                 20.000000000%
   B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH

FARM CREDIT SERVICES OF MID-AMERICA, PCA                    $ 10,000,000                  6.666666667%

GREENSTONE FARM CREDIT SERVICES, ACA                        $ 10,000,000                  6.666666667%

KBC BANK, N.V                                               $  5,000,000                  3.333333333%

NORTHWEST FARM CREDIT SERVICES, PCA                         $ 15,000,000                 10.000000000%

SCOTIABANC INC                                              $ 10,000,000                  6.666666667%

SUNTRUST BANK                                               $ 10,000,000                  6.666666667%

THE BANK OF TOYKO - MITSUBISHI, LTD., PORTLAND              $ 10,000,000                  6.666666667%
   BRANCH

THE BANK OF NEW YORK                                        $  5,000,000                  3.333333333%

U.S. BANK NATIONAL ASSOCIATION                              $  5,000,000                  3.333333333%

WACHOVIA BANK, N.A                                          $ 10,000,000                  6.666666667%

WASHINGTON MUTUAL BANK                                      $ 10,000,000                  6.666666667%

WELLS FARGO BANK, N.A                                       $  5,000,000                  3.333333333%
                                                            ------------                  -----------

   TOTAL REVOLVING CREDIT COMMITMENTS:                      $150,000,000
                                                            ============

   TOTAL REVOLVING CREDIT COMMITMENT PERCENTAGE:                                                 100%
                                                                                                 ===
</TABLE>

<PAGE>

                                  SCHEDULE 6.7

                                      Plans

QUALIFIED PLANS

PLUM CREEK PENSION PLAN

PLUM CREEK THRIFT AND PROFIT SHARING PLAN

PLUM CREEK WELFARE PLAN

      -     Includes the following Component Documents:

      Plum Creek Health Care Program
      Plum Creek FlexPlan
      Plum Creek HealthFund
      Plum Creek Dependent Care Reimbursement Plan
      Plum Creek Retiree Medical Expense Plan
      Plum Creek Severance Plan
      ReliaStar Contract #GL-21096 (Life Insurance)
      ReliaStar Contract #GL-21097-8 (Long Term Disability)
      Administrative Services Contract between Premera Blue Cross and Plum Creek
        Timberlands, L.P.
      Life Insurance Company of North America #ABL656296 (Travel Accident)
      Vydas Resources Inc. (employee assistance)

NON-QUALIFIED BENEFIT PLANS

PLUM CREEK SUPPLEMENTAL BENEFITS PLAN - PENSION (FOR EXECUTIVES)

PLUM CREEK TIMBER COMPANY, L.P. KEY EMPLOYEE SUPPLEMENTAL PENSION PLAN

NON-QUALIFIED COMPENSATION PLANS

PLUM CREEK TIMBER COMPANY, INC. 2000 STOCK INCENTIVE PLAN

PLUM CREEK MANAGEMENT COMPANY, L.P. EXECUTIVE AND KEY EMPLOYEE SALARY AND
INCENTIVE COMPENSATION DEFERRAL PLAN

PC ADVISORY CORP I DEFERRED COMPENSATION PLAN FOR DIRECTORS

PLUM CREEK DIRECTOR STOCK OWNERSHIP AND DEFERRAL PLAN

<PAGE>

                            SCHEDULE 6.7 (CONTINUED)

                                      Plans

NON-QUALIFIED COMPENSATION PLANS (CONTINUED)

PLUM CREEK DIRECTOR UNIT OWNERSHIP AND DEFERRAL PLAN

PLUM CREEK MANAGEMENT COMPANY, L.P. KEY EMPLOYEE LONG-TERM INCENTIVE PLAN
(Performance Period reached - payout status)

PLUM CREEK MANAGEMENT COMPANY, L.P. LONG-TERM INCENTIVE PLAN (Performance Period
reached- payout status)

<PAGE>

                                  SCHEDULE 6.12

                              Environmental Matters

1.    As part of its environmental compliance program, in the summer of 2000 the
      Company undertook a historical review of capital improvement projects in
      its manufacturing facilities to evaluate compliance with New Source Review
      ("NSR") and Prevention of Significant Deterioration ("PSD") rules under
      the Clean Air Act. Upon discovering possible violations related to four
      projects that occurred at the Company's MDF facility and at its Evergreen
      Sawmill between 1988 and 1992, the Company voluntarily disclosed this
      information to the State of Montana Department of Environmental Quality
      ("DEQ") under the Montana Voluntary Disclosure Act ("Act"). The Act
      provides for a reduction of penalty fines for self-disclosure of
      violations. The Company is presently in discussions with the DEQ regarding
      the applicability of the Act to the potential violations. The Company
      believes that it has fully met the requirements of the Act and therefore
      qualifies for a reduction or elimination of penalty fines. In addition,
      the Company's subsequent actions have addressed the potential violations
      by securing permits or installing pollution control devices for more
      recent projects. The Company believes that there is a low likelihood that
      DEQ will levy fines or require additional pollution control equipment for
      the projects. However, the Company cannot with certainty predict the
      outcome of the enforcement case.

2.    In the course of routine testing at the Company's Evergreen manufacturing
      facility in Montana, Company engineers discovered that certain "bags"
      designed to regulate particulate emissions from the facility had developed
      holes, resulting in elevated emission levels. The Company immediately
      replaced the malfunctioning bags and notified the DEQ. Notwithstanding the
      Company's corrective actions, the DEQ by letters dated May 13, and June
      24, 2002, indicated that it would refer the matter to the agency's
      enforcement division since facility emissions exceeded permit limits. DEQ
      is now seeking a fine of $36,800, which the Company is attempting to
      reduce through negotiations with the agency.

3.    On July 11, 2002, an employee of one of the Company's independent
      contractors suffered a fatal accident at the Company's MDF facility in
      Montana. Following the accident, representatives of the Occupational
      Safety and Health Administration ("OSHA") conducted an investigation of
      the facility. Informal communications with OSHA following the
      investigation has led the Company to believe that OSHA will seek a fine of
      approximately $300,000. A formal meeting between the Company and OSHA
      representatives is scheduled for December 3, 2002, at which OSHA will
      formally notify the Company of its intent to issue any specific citation
      or fine. The Company currently anticipates that it will vigorously contest
      any such citation or fine.

<PAGE>

                            SCHEDULE 6.12 (CONTINUED)

                              Environmental Matters

4.    The Company and its Subsidiaries maintain several underground storage
      tanks. Each storage tank is properly permitted and, to the Knowledge of
      the Company, none is currently leaking or disposing of Hazardous Materials
      off-site.

<PAGE>

                                  SCHEDULE 6.18

                                  Subsidiaries

(a)   Plum Creek Timber II, L.L.C.
      Plum Creek Maine Timberlands, L.L.C.
      Plum Creek Southern Timber, L.L.C.
      Plum Creek South Central Timberlands, L.L.C.
      Plum Creek Manufacturing, L.P.
      Plum Creek Manufacturing Holding Company, Inc.
      Plum Creek Northwest Lumber, Inc.
      Plum Creek Northwest Plywood, Inc.
      Plum Creek MDF, Inc.
      Plum Creek Southern Lumber, Inc.
      Plum Creek Marketing, Inc.
      PC Timberland Investment Company
      Plum Creek Investment Company
      Plum Creek Land Company
      Plum Creek Maine Marketing, Inc.
      Highland Resources Inc.

(b)   The Company owns 566 shares of common stock and 2,130 shares of preferred
      stock in IFA Nurseries, Inc. ("IFA"), a co-operative of forest nurseries.
      The Company received these shares of capital stock in IFA upon conversion
      of outstanding loans made by the Company to IFA to provide financial
      support. At the time of conversion, the aggregate outstanding principal
      amount of the loans was $129,938.
<PAGE>

                                  SCHEDULE 6.22

                                  Changes, Etc.

1.    Purchase and Sale Agreement dated as of September 17, 2002 governing the
      terms of acquisition by the Company of approximately 309,000 acres of
      Timberlands from Stora Enso North America Corp. for the purchase price of
      $142,000,000.

2.    5.31% Series A Senior Notes in the aggregate principal amount of
      $25,000,000 due September 17, 2007 issued by the Company pursuant to the
      terms of a Private Shelf Agreement dated as of September 17, 1999, as
      amended.

<PAGE>

                                  SCHEDULE 8.1

                                 Permitted Liens

Mortgage, Security Agreement and Fixture Filings dated July 1, 1999 recorded in
the counties of Flathead, Lake and Lincoln in the state of Montana pursuant to
the Mortgage Note Agreement.
<PAGE>

                                  SCHEDULE 8.4

                              Permitted Investments

1.    Plum Creek Timber II, L.L.C. (sole member)

2.    Plum Creek Maine Timberlands, L.L.C. (sole member)

3.    Plum Creek Southern Timber, L.L.C. (sole member)

4.    Plum Creek South Central Timberlands, L.L.C. (sole member)

5.    Plum Creek Manufacturing, L.P. (100% interest, 98% direct and 2% indirect)

6.    The Company owns 566 shares of common stock and 2,130 shares of preferred
      stock in IFA Nurseries, Inc. ("IFA"), a co-operative of forest nurseries.
      The Company received these shares of capital stock in IFA upon conversion
      of outstanding loans made by the Company to IFA to provide financial
      support. At the time of conversion, the aggregate outstanding principal
      amount of the loans was $129,938.

7.    The Company made a loan to Progressive Forestry Systems ("Progressive") in
      consideration of the purchase price for certain equipment sold by the
      Company to Progressive. The loan is evidenced by a promissory note in the
      principal amount of $300,000. The current outstanding principal balance on
      the loan is $224,095. The loan is scheduled to be paid in full on April 1,
      2003.
<PAGE>

                                  SCHEDULE 11.2

                             ADDRESSES FOR NOTICES,
                     DOMESTIC AND EURODOLLAR LENDING OFFICES

                          PLUM CREEK TIMBERLANDS, L.P.

                Address for Notices:  999 Third Avenue, Suite 2300
                                      Seattle, WA 98104
                                      Attn: Chief Financial Officer
                                      Facsimile: (206) 467-3797
                                      Tel: (206) 467-3600
                                      www.plumcreek.com


                                       1
<PAGE>

                             BANK OF AMERICA, N.A.,
                             AS ADMINISTRATIVE AGENT

        Address for Funding Notices:  1850 Gateway Blvd.
                                      Concord, CA 94520
                                      Agency Administrative Services #5596

                                      Attn: Mark Garcia
                                      Fax: (888) 969-2297
                                      Tel: (925) 675-8416

      Address for All Other Notices:  1455 Market Street
                                      5th Floor
                                      Agency Management
                                      Mail Code: CA5-701-05-19
                                      San Francisco, CA 94103

                                      Attn: Joan Mok
                                      Fax: (415) 503-5085
                                      Tel: (415) 436-3496

               Address for Payments:  Bank of America, N.A.
                                      1850 Gateway Boulevard
                                      Concord, CA 94520

                                      ABA #: 111000012
                                      Acct #: 3750836479
                                      Attn: Agency Administrative Services
                                              #5596
                                      Ref: Plum Creek Timberlands


                                       2
<PAGE>

                                   BANK OF AMERICA, N.A.,
                                        as a Lender,

                 Address for Notices  555 California Street, 12th Floor
       (Bank of America as a Lender)  Paper and Forest Products
                                      Portfolio Management
                                      San Francisco, CA 94104-1503

                                      Attn: Michael Balok
                                      Fax: (415) 622-4585
                                      Tel: (415) 622-2018

               Address for Payments:  Bank of America, N.A.
                                      1850 Gateway Boulevard
                                      Concord, CA 94520

                                      ABA #: 111000012
                                      Acct #: 3750836479
                                      Attn: Agency Administrative Services
                                              #5596
                                      Ref: Plum Creek Timberlands

Domestic and Eurodollar               Same as notice address above.
Lending Office:


                                       3
<PAGE>

                      AGSTAR FINANCIAL SERVICES, PCA D/B/A
                          FCS COMMERCIAL FINANCE GROUP,
                                   as a Lender
Addresses for Notices:

                     Funding Notices:  Interchange Tower
                                       Suite 850
                                       600 S. Highway 169
                                       Minneapolis, MN  55426

                                       Attn: Jamey Grafing
                                       Fax: (952) 513-9956
                                       Tel: (952) 513-0326, ext. 23

                   All Other Notices:  1921 Premier Drive
                                       P.O. Box 4249
                                       Mankato, MN  56002-4249

                                       Attn: Karen Doyen
                                       Fax: (507) 344-5081
                                       Tel: (507) 345-5626

Address for Payments:                  Agribank
                                       St.  Paul, MN

                                       ABA:  096 0169 72
                                       Ref: Plum Creek/Timberlands, L.P.
Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       4
<PAGE>

        COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. "RABOBANK
                  INTERNATIONAL", NEW YORK BRANCH, as a Lender

Addresses for Notices:

                     Funding Notices:  Rabo Support Services, Inc.
                                       10 Exchange Place, 16th Floor
                                       Jersey City, NJ  07302

                                       Attn: Ann McDonough
                                       Fax: (201) 499-5318
                                       Tel: (201) 499-5326

                   All Other Notices:  Rabobank International
                                       4 Embarcadero Center, Suite 3200
                                       San Francisco, CA  94111

                                       Attn: John McHugh
                                       Fax: (415) 782-9810
                                       Tel: (415) 986-8349

                                       Attn: Terese Rowe
                                       Fax: (415) 782-9811
                                       Tel: (415) 986-8349

Address for Payments:                  Bank of New York, New York
                                       ABA #: 021-000018
                                       Acct #: 8026002533
                                       Ref: Plum Creek Timberlands, L.P.

Domestic and Eurodollar                Rabobank International
Lending Office:                        245 Park Avenue, 36th Floor
                                       New York, NY  10167


                                       5
<PAGE>

                    FARM CREDIT SERVICES OF MID-AMERICA, PCA,
                                   as a Lender
Addresses for Notices:

                    Funding Notices:  P. O. Box 34390
                                      1601 UPS Drive (40223)
                                      Louisville, KY  40232-4390

                                      Attn: Sheila Kelly
                                      Fax: (502) 420-3764
                                      Tel: (502) 420-3891

                  All Other Notices:  P.O. Box 34390
                                      1601 UPS Drive (40223)
                                      Louisville, KY  40232-4390

                                      Attn: Steve Kluemper
                                      Fax: (502) 420-3476
                                      Tel: (502) 420-3776

Address for payments:                 Agri Bank
                                      St. Paul, MN

                                      ABA #: 096016972
                                      Acct. #: Mid-America
                                      Account Name: Plum Creek Timberlands

Domestic and Eurodollar               Same as Funding Notices address above.
Lending Office:


                                       6
<PAGE>

                      GREENSTONE FARM CREDIT SERVICES, ACA,
                                   as a Lender
Addresses for Notices:

                     Funding Notices:  1760 Abbey Road
                                       Suite 200
                                       East Lansing, MI  48823

                                       Attn: Al Compton
                                       Fax: (517) 318-1240
                                       Tel: (517) 318-4128

                                       Attn: R.A. Schroeder
                                       Fax: (517) 318-1240
                                       Tel: (517) 318-4106

                   All Other Notices:  1760 Abbey Road
                                       Suite 200
                                       East Lansing, MI  48823

                                       Attn: Thomas Moskal
                                       Fax: (517) 318-1240
                                       Tel: (517) 318-4122

                                       Attn: Kelly Wilkes
                                       Fax: (517) 318-1240
                                       Tel: (517) 318-4119

             Letter of Credit Notices  Same as Funding Notices address above.

Address for Payments:                  Agribank FCB
                                       St. Paul, MN

                                       ABA #: 0960 1697 2
                                       Account Name: GreenStone FCS
                                       Ref: Plum Creek.

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       7
<PAGE>

                                 KBC BANK, N.V.,
                                   as a Lender
Addresses for Notices:

                           Funding Notices:  Los Angeles Representative Office
                                             515 S. Figueroa Street
                                             Suite 1920
                                             Los Angeles, CA  90071

                                             Attn: Tom Jackson
                                             Fax: (213) 629-5801
                                             Tel: (213) 624-0401

                                             New York Branch
                                             125 West 55th Street
                                             10th Floor
                                             New York, NY  10019

                                             Attn: Robert Snauffer
                                             Fax: (212) 956-5580
                                             Tel: (212) 541-0700


                         All Other Notices:  125 West 55th Street
                                             10th Floor
                                             New York, NY  10019

                                             Attn: Rose Pagan
                                             Fax: (212) 956-5580
                                             Tel: (212)  541-0657

                                             Attn: Robert Pacifici
                                             Fax: (212) 956-5580/5581
                                             Tel: (212) 541-0671


                                       8
<PAGE>

                                 KBC BANK, N.V.,
                              as a Lender (cont'd)

Address for payments:                        KBC Bank N.V., New York Branch
                                             125 West 55th Street
                                             10th Floor
                                             New York, NY  10019

                                             ABA #: 026008248
                                             Ref: Plum Creek
                                             Attn: Loan Administration

                                             Note: Please state whether
                                                   principal, interest or fees.

Domestic and Eurodollar                      Same as Funding Notices address
Lending Office:                              above.


                                       9
<PAGE>

                      NORTHWEST FARM CREDIT SERVICES, PCA,
                    as a Documentation Agent and as a Lender

Address for Notices:

                     Funding Notices:  1700 South Assembly St.
                                       Spokane, WA  99224

                                       Attn: Jim D. Allen
                                       Fax: (509) 340-5503
                                       Tel: (509) 340-5555

                   All Other Notices:  1700 South Assembly St.
                                       Spokane, WA  99224

                                       Attn: Technical Accounting
                                       Fax: (509) 340-5364
                                       Tel: 1 (800) 216-4535

Address for Payments:                  AgAmerica, FCB
                                       Sacramento, CA
                                       ABA #: 125108298
                                       Acct Name: AgAmer FCB Spok
                                       Acct #: 1810220009879090
                                       Attn: HQ Part Plum Creek

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       10
<PAGE>

                                SCOTIABANC INC.,
                    as a Documentation Agent and as a Lender

Address for Notices:

                     Funding Notices:  Scotia Capital, Portland Branch
                                       888 SW 5th Avenue
                                       Suite 750
                                       Portland, OR  97204-2708

                                       Attn: Patrik (Pat) Norris
                                       Fax: (503) 222-5502
                                       Tel: (503) 222-3348

                   All Other Notices:  600 Peachtree St. NE
                                       Suite 2700
                                       Atlanta, GA  30308

                                       Attn: Donna Gardner
                                       Fax: (404) 888-8998
                                       Tel: (404) 877-1559

                                       Attn: Cleve Bushey
                                       Fax: (404) 888-8998
                                       Tel: (404) 877-1555

Address for Payments:                  The Bank of Nova Scotia,
                                       New York Agency
                                       ABA #: 026002532
                                       Acct #: 0735639, For credit to
                                               Scotiabanc, Inc.
                                       Re: Plum Creek Timberlands L.P.

Domestic and Eurodollar                Scotiabanc Inc
Lending Office:                        600 Peachtree St. NE
                                       Suite 2700
                                       Atlanta, GA  30308


                                       11
<PAGE>

                                 SUNTRUST BANK,
                    as a Documentation Agent and as a Lender

Addresses for Notices:

                     Funding Notices:  303 Peachtree St., N.E.
                                       Mail Code 1941
                                       Atlanta, GA  30309

                                       Attn: Robert Hickman
                                       Fax: (404) 230-1940
                                       Tel: (404) 581-1601

                   All Other Notices:  303 Peachtree St., N.E.
                                       Mail Code 1921
                                       Atlanta, GA  30309

                                       Att: Scott Deviney
                                       Fax: (404) 588-8833
                                       Tel: (404) 658-4919

Address for Payments:                  SunTrust Bank
                                       Atlanta, GA
                                       ABA #: 061000104
                                       Acct #: 9088000112
                                       Attn: Corporate Banking Support
                                       Re: Plum Creek Timberlands LP

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       12
<PAGE>

                              THE BANK OF NEW YORK,
                                   as a Lender

Addresses for  Notices:

                     Funding Notices:  The Bank of New York
                                       One Wall Street
                                       22nd Floor
                                       New York, NY  10005

                                       Attn: Dawn Hertling
                                       Fax: (212) 635-6399/6877
                                       Tel: (212) 635-6742

                   All Other Notices:  The Bank of New York
                                       10990 Wilshire Blvd.
                                       Suite 1125
                                       Los Angeles, CA  90024

                                       Attn: Elizabeth Ying
                                       Fax: (310) 996-8667
                                       Tel: (310) 996-8661

Address for Payments:                  The Bank of New York
                                       ABA #: 021000018
                                       Acct #: GLA111556
                                       Ref: Plum Creek Timberlands, L.P.
                                       Att: Lorna Alleyne

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       13
<PAGE>

                        THE BANK OF TOKYO-MITSUBISHI, LTD
                                PORTLAND BRANCH,
                     as a Syndication Agent and as a Lender

Address for Notices:

                     Funding Notices:  2300 Pacwest Center
                                       1211 SW 5th Avenue
                                       Portland, OR  97204

                                       Attn: Ms. Penny Crisman
                                       Fax: (503) 227-5372
                                       Tel: (503) 222-3750

                                       Attn: Ms. Christine Fountain
                                       Fax: (503) 227-5372
                                       Tel: (503) 222-3719

                   All Other Notices:  900 Fourth Avenue
                                       Suite 4000
                                       Seattle, WA  98164

                                       Attn: Mr. Kosuke Takahashi
                                       Fax: (206) 382-6067
                                       Tel: (206) 382-6049

                                       Attn: Mr. Eddy Chen
                                       Fax: (206) 382-6067
                                       Tel: (206) 382-6027

Address for Payments:                  The Bank of Tokyo-Mitsubishi, Ltd.,
                                         Portland Branch
                                       Portland, OR

                                       ABA #: 1230-0171-1
                                       Acct #: 0097771589
                                       Ref.:   Plum Creek

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office:


                                       14
<PAGE>

                         U.S. BANK NATIONAL ASSOCIATION,
                                   as a Lender

Addresses for Notices:

                     Funding Notices:  555 SW Oak St.
                                       PL0631
                                       Portland, OR  97204

                                       Attn: Craig Barron
                                       Fax: (503) 275-8181
                                       Tel: (503) 275-3632

                   All Other Notices:  1420 5th Avenue
                                       11th Floor
                                       Mail Stop: PD-WAT11C
                                       Seattle, WA  98101

                                       Attn: Gerald Sorenson
                                       Fax: (206) 344-2332
                                       Tel: (206) 344-3772

Address for Payments:                  US Bank
                                       ABA #: 123000220
                                       Acct #: 00340012160600
                                       Attn: US Bank, PL-7, Commercial Loan
                                             Servicing West

Domestic and Eurodollar                Same as Funding Notices address above.
Lending Office


                                       15
<PAGE>

                               WACHOVIA BANK, N.A.
                     as a Syndication Agent and as a Lender

Addreses for Notices:

                     Funding Notices:  201 South College Street
                                       CP-17 Charlotte Plaza
                                       Charlotte, NC  28288-0760

                                       Attn: Sherry Richards
                                       Fax: (704) 374-2802
                                       Tel: (704) 715-1459

                   All Other Notices:  191 Peachstreet N.E.
                                       GA8050
                                       Atlanta, GA  30303

                                       Attn: Shawn Janko
                                       Fax: (404) 332-4048
                                       Tel: (404) 332-5884

Address for Payments:                  First Union National Bank of North
                                       Carolina Charlotte, NC

                                       ABA #: 053000219
                                       Acct #: 145916 8103011
                                       Account Name: Natural Resources
                                       Attn: Sherry Richards

Domestic Lending Office:               Same as Funding Notices address above.

Eurodollar Lending Office:             First Union London
                                       3 Bishop's Gate
                                       London, UK  EC2N3AB


                                       16
<PAGE>

                             WASHINGTON MUTUAL BANK,
                                   as a Lender

Addresses for Notices:

                    Funding Notices:  1201 Third Avenue
                                      Suite 1445
                                      Seattle, WA  98101

                                      Attn: Bruce Kendrex
                                      Fax: (206) 377-3812
                                      Tel: (206) 377-3888

                  All Other Notices:  1201 Third Avenue
                                      Suite 1445
                                      Seattle, WA  98101

                                      Attn: Richard J. Amendy, Jr.
                                      Fax: (206) 377-3812
                                      Tel: (206) 377-3889

Address for Payments:                 Washington Mutual Bank
                                      Seattle, WA
                                      ABA #: 325070760
                                      Acct. #20597-3409
                                      Acct. Name: Wire Settlement Account
                                      Ref: Plum Creek Timberlands, L.P. -364
                                      Day
                                      Attn: Toni Dale

Domestic and Eurodollar               Same as Funding Notices address above.
Lending Office:


                                       17
<PAGE>

                             WELLS FARGO BANK, N.A.,
                                   as a Lender

Addresses for Notices:

                     Funding Notices:  201 Third Street
                                       MAC A0187-081
                                       San Francisco, CA  94103

                                       Attn: Ginnie Padget
                                       Fax: (415) 512-1943/(415) 979-0675
                                       Tel: (415) 477-5374

                   All Other Notices:  999 Third Avenue
                                       11th Floor
                                       MAC P6540-11E
                                       Seattle, WA  98104

                                       Attn: Deborah Speer Watson
                                       Fax: (206) 292-3595
                                       Tel: (206) 292-3668

Address for Payments:                  Wells Fargo Bank, N.A.
                                       San Francisco, CA  94103
                                       ABA #: 121-000-248
                                       Acct #: 271-2507201
                                       Credit To: MEMSYN
                                       Ref.: Plum Creek Timberlands, L.P.

Domestic and Eurodollar                Same as All Other Notices address above.
Lending Office:


                                       18
<PAGE>
                                    EXHIBIT A

                               NOTICE OF BORROWING

                                                        Date: __________________

To:   Bank of America, N.A., as Administrative Agent for the Lenders parties to
      the Credit Agreement, dated as of November 26, 2002 (as amended, the
      "Credit Agreement"), among Plum Creek Timberlands, L.P. (the "Company"),
      the Lenders party thereto, The Bank of Tokyo-Mitsubishi, Ltd., Portland
      Branch, and Wachovia Bank, N.A., as Syndication Agents, SunTrust Bank,
      Scotiabanc Inc. and Northwest Farm Credit Services, PCA, as Documentation
      Agents, and Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      The undersigned, Plum Creek Timberlands, L.P. (the "Company"), refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.3(a) of
the Credit Agreement, of the Borrowing specified herein:

      1.    The aggregate amount of the proposed Borrowing is $____________.

      2.    The Business Day of the proposed Borrowing is , 20__.

      3.    The Borrowing is to comprise $_______ of [Eurodollar Rate] [Base
            Rate] Loans.

      4.    [If applicable] The duration of the Interest Period for the
            Eurodollar Rate Loans included in the Borrowing shall be [one week]
            [__________ months].

      5.    [If applicable] The Borrowing shall be allocated to the [Revolving
            Facility Tranche] [Capital Expenditure Tranche].

      The undersigned hereby certifies that the following statements are true
and correct on the date hereof, and will be true and correct on the date of the
proposed Borrowing, before and after giving effect thereto and to the
application of the proceeds therefrom:

            (a) the representations and warranties of the Company contained in
      Article VI of the Credit Agreement are true and correct as though made on
      and as of such date (except to the extent such representations and
      warranties specifically relate to an earlier date, in which case they were
      true and correct as of such earlier date);

            (b) no Default or Event of Default exists; and


                                      A-1
<PAGE>

            (c) the proposed Borrowing will not cause the Effective Amount of
      all Revolving Loans to exceed the Aggregate Revolving Credit Commitment.

      The Company has caused this Notice of Borrowing to be executed and
delivered, and the certifications and warranties contained herein to be made, by
its duly authorized officer on this ____ day of ______ 20__.

                                      PLUM CREEK TIMBERLANDS, L.P.

                                      By: Plum Creek Timber I, L.L.C.,
                                          its General Partner

                                          By: Plum Creek Timber Company, Inc.,
                                              its Managing Member


                                              By: ______________________________
                                              Name:
                                              Title:


                                      A-2
<PAGE>

                                    EXHIBIT B

                        NOTICE OF CONVERSION/CONTINUATION

                                                        Date: __________________

To:   Bank of America, N.A., as Administrative Agent for the Lenders parties to
      the Credit Agreement, dated as of November 26, 2002 (as amended, the
      "Credit Agreement"), among Plum Creek Timberlands, L.P. (the "Company"),
      the Lenders party thereto, The Bank of Tokyo-Mitsubishi, Ltd., Portland
      Branch, and Wachovia Bank, N.A., as Syndication Agents, SunTrust Bank,
      Scotiabanc Inc. and Northwest Farm Credit Services, PCA, as Documentation
      Agents, and Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      The undersigned, Plum Creek Timberlands, L.P. (the "Company"), refers to
the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.4 of the
Credit Agreement, of the [conversion] [continuation] of the Loans specified
herein, that:

      1.    The date of the [conversion] [continuation] is , 20__.

      2.    The aggregate amount of the Loans [converted] [continued] is
            $_________.

      3.    The Loans are to be [converted into] [continued as] [Eurodollar
            Rate] [Base Rate] Loans.

      4.    [If applicable] The duration of the Interest Period for the Loans
            included in the [conversion] [continuation] shall be [one week]
            [__________ months].

      The undersigned hereby certifies that the following statements are true
and correct on the date hereof, and will be true and correct on the date of the
proposed [conversion] [continuation], before and after giving effect thereto and
to the application of the proceeds therefrom:

            (a) the representations and warranties of the Company contained in
      Article VI of the Credit Agreement are true and correct as though made on
      and as of such date (except to the extent such representations and
      warranties specifically relate to an earlier date, in which case they were
      true and correct as of such earlier date); and

            (b) no Default or Event of Default exists.


                                      B-1
<PAGE>

      The Company has caused this Notice of Conversion/Continuation to be
executed and delivered, and the certifications and warranties contained herein
to be made, by its duly authorized officer on this ____ day of ______ 20_.

                                      PLUM CREEK TIMBERLANDS, L.P.

                                      By: Plum Creek Timber I, L.L.C.,
                                          its General Partner

                                          By: Plum Creek Timber Company, Inc.,
                                              its Managing Member


                                              By: ______________________________
                                              Name:
                                              Title:

<PAGE>

                                    EXHIBIT C

                    LEGAL OPINION OF COUNSEL FOR THE COMPANY

      [Unless otherwise defined herein, capitalized terms used in this Exhibit C
have the meanings assigned to them in the Agreement except that the following
terms have the following meanings: "Loan Parties" means, collectively, the
Company, the General Partner, Plum Creek Southern and Plum Creek South Central;
and each, a "Loan Party".]

      (a)   The Company is a limited partnership duly formed under the laws of
            the State of Delaware, with a stated term beyond the term of the
            Loan Documents (in those cases where the Loan Documents have a fixed
            term), and is duly qualified and in good standing in each state in
            which the failure to so qualify would have a Material Adverse
            Effect.

      (b)   The General Partner is a limited liability company duly organized,
            validly existing and in good standing under the laws of the State of
            Delaware, with a stated maturity beyond the term of the Loan
            Documents (in those cases where the Loan Documents have a fixed
            term), and is duly qualified and in good standing in each state in
            which the failure to so qualify would have a Material Adverse
            Effect.

      (c)   Plum Creek Southern is a limited liability company duly organized,
            validly existing and in good standing under the laws of the State of
            Delaware, with a stated maturity beyond the term of the Loan
            Documents (in those cases where the Loan Documents have a fixed
            term), and is duly qualified and in good standing in each state in
            which the failure to so qualify would have a Material Adverse
            Effect.

      (d)   Plum Creek South Central is a limited liability company duly
            organized, validly existing and in good standing under the laws of
            the State of Delaware, with a stated maturity beyond the term of the
            Loan Documents (in those cases where the Loan Documents have a fixed
            term) and is duly qualified and in good standing in each state in
            which the failure to so qualify would have a Material Adverse
            Effect.

      (e)   Each Loan Party has the power and authority to execute and deliver,
            and to perform and observe the provisions of, each of the Loan
            Documents to which it is a party.

      (f)   The execution, delivery and performance by each Loan Party of each
            of the Loan Documents to which it is a party have been duly
            authorized by all necessary corporate, limited liability company
            and/or partnership action, as the case may be.


                                      C-1
<PAGE>

      (g)   Each Loan Document has been duly executed and delivered to the
            Administrative Agent and the Lenders by each Loan Party that is a
            party thereto.

      (h)   Each Loan Document constitutes the valid and binding obligation of
            each Loan Party that is a party thereto enforceable against such
            Loan Party in accordance with its terms, except to the extent that
            enforcement thereof may be limited by (i) bankruptcy, insolvency,
            reorganization, moratorium or other similar laws now or hereafter in
            effect relating to creditors' rights generally and (ii) general
            principles of equity (regardless of whether enforcement is
            considered in a proceeding at law or in equity).

      (i)   Each Loan Party and each of its Subsidiaries has the power and
            authority and all governmental licenses, authorizations, consents
            and approvals to own its assets and carry on its business, except
            for such governmental licenses, authorizations, consents and
            approvals, the lack thereof would not have a Material Adverse
            Effect.

      (j)   No registration with, consent or approval of, notice to, or other
            action by, any Governmental Authority is required on the part of any
            Loan Party or any of its Subsidiaries for the execution, delivery or
            performance by each Loan Party of the Loan Documents to which such
            Loan Party is a party, or if required, such registration has been
            made, such consent or approval has been obtained, such notice has
            been given or such other appropriate action has been taken.

      (k)   The execution, delivery and performance by each Loan Party of the
            Loan Documents to which such Loan Party is a party are not in
            violation of the Organizational Documents of such Loan Party.

      (l)   The execution, delivery and performance by each Loan Party of the
            Loan Documents to which such Loan Party is a party will not violate
            or result in a breach of any of the terms of or constitute a default
            under or result in a creation of any Lien on any property or assets
            of any Loan Party, pursuant to the terms of any indenture, mortgage,
            deed of trust or other agreement to which such Person is a party or
            any order, injunction, writ or decree of any Governmental Authority
            to which such Person or its property is subject.

      (m)   The execution, delivery and performance by each Loan Party of the
            Loan Documents to which such Loan Party is a party will not conflict
            with or contravene any of Regulations T, U and X promulgated by the
            Federal Reserve Board.

      (n)   None of the Loan Parties nor or any Person controlling any Loan
            Party or any Subsidiary of any Loan Party is an "Investment Company"
            within the meaning of the Investment Company Act of 1940, as
            amended, or subject to


                                      C-2
<PAGE>

            regulation under the Public Utility Holding Company Act of 1935, as
            amended.

      (o)   There are no actions, suits, proceedings, claims or disputes pending
            or, to the best of my knowledge, threatened against any Loan Party
            or any of its Subsidiaries or any of its properties before any
            court, regulatory body, administrative agency, at law, in equity, in
            arbitration or before any Governmental Authority which (i) purport
            to affect or pertain to the Loan Documents, or any of the
            transactions contemplated thereby, or (ii) have a reasonable
            probability of success on the merits and which, if determined
            adversely to any Loan Party or its Subsidiaries would reasonably be
            expected to have a Material Adverse Effect.


                                      C-3
<PAGE>

                                    EXHIBIT D

                          PLUM CREEK TIMBERLANDS, L.P.

                             COMPLIANCE CERTIFICATE

                                                   DATE: _______________________

      Reference is made to that certain Credit Agreement, dated as of November
26, 2002 (as amended, the "Credit Agreement"), among Plum Creek Timberlands,
L.P. (the "Company"), the Lenders party thereto, The Bank of Tokyo-Mitsubishi,
Ltd., Portland Branch, and Wachovia Bank, N.A., as Syndication Agents, SunTrust
Bank, Scotiabanc Inc. and Northwest Farm Credit Services, PCA, as Documentation
Agents, and Bank of America, N.A., as Administrative Agent. Unless otherwise
defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Credit Agreement.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the _________________________________________ of the Company, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Lenders and the Administrative Agent on the behalf of the Company and its
Subsidiaries and not as an individual, and that:

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 7.1(a) of the Credit Agreement.]

      1.    Attached as Schedule 1 hereto are (a) a true and correct copy of the
            audited consolidated balance sheet of the Company as at the end of
            the fiscal year ended December 31, ____ and (b) the related
            consolidated statements of income and statement of cash flows for
            such fiscal year, setting forth in each case in comparative form the
            figures for the previous fiscal year, and accompanied by the opinion
            of PricewaterhouseCoopers LLP or another nationally-recognized
            certified independent public accounting firm. Such opinion is not
            qualified or limited because of a restricted or limited examination
            by such accountant of any material portion of the Company's or any
            Subsidiary's records and is delivered to the Administrative Agent
            pursuant to a reliance agreement between the Administrative Agent
            and Lenders and such accounting firm which you have advised us is in
            form and substance satisfactory to the Administrative Agent and the
            Required Lenders;

                                       OR

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 7.1(b) of the Credit Agreement.]


                                   Exhibit D1
<PAGE>

            Attached as Schedule 1 hereto are (a) a true and correct copy of the
            audited consolidating balance sheets of the Company and each of its
            Subsidiaries as at the end of the fiscal year ended December 31,
            ____ and (b) the related consolidating statements of income and
            statement of cash flows for such fiscal year, which financial
            statements were used in connection with the preparation of the
            audited consolidated balance sheet of the Company as of the end of
            such fiscal year and the related consolidated statements of income
            and statement of cash flows for such fiscal year.

                                       OR

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsections 7.1(c) and (d) of the Credit
Agreement.]

            (a) Attached as Schedule 1A hereto is (i) a true and correct copy of
            the unaudited consolidated balance sheet of the Company and its
            consolidated Subsidiaries as of the end of the fiscal quarter ended
            , ____ and (ii) the related consolidated statements of income and
            statement of cash flows of the Company and its consolidated
            Subsidiaries for the period commencing on the first day and ending
            on the last day of such quarter, setting forth in each case in
            comparative form the figures for the previous year (subject to
            normal year-end audit adjustments).

            (b) Attach as Schedule 1B hereto is (i) a true and correct copy of
            the unaudited consolidating balance sheets of the Company and each
            of its Subsidiaries as of the end of the fiscal quarter ended , ____
            and (ii) the related consolidating statements of income and
            statement of cash flows for such quarter, which financial statements
            were used in connection with the preparation of the financial
            statements referred to in paragraph 1(a) above of this Certificate.

      2.    The undersigned has reviewed and is familiar with the terms of the
            Credit Agreement and has made, or has caused to be made under
            his/her supervision, a detailed review of the transactions and
            conditions (financial or otherwise) of the Company during the
            accounting period covered by the attached financial statements.

      3.    The attached financial statements are complete and correct, and have
            been prepared in accordance with GAAP on a basis consistent with
            prior periods (except as approved by such accountants or officer, as
            the case may be, and disclosed therein).


                                   Exhibit D2
<PAGE>

      4.    The attached financial statements are certified by a Responsible
            Officer and fairly state the financial position and results of
            operations of the Company and its consolidated Subsidiaries.

      5.    To the best of the undersigned's knowledge, the Company, during such
            period, has observed, performed or satisfied all of its covenants
            and other agreements, and satisfied every condition in the Credit
            Agreement to be observed, performed or satisfied by the Company, and
            the undersigned has no knowledge of any Default or Event of Default.

      6.    The financial covenant analyses and information set forth on
            Schedule 2 attached hereto are true and accurate on and as of the
            date of this Certificate.

      7.    For the fiscal quarter commencing , the Applicable Margin is (i)
            __________% in the case of Eurodollar Rate Loans, and (ii) ________%
            in the case of Base Rate Loans.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_________________, 20__.

                                      PLUM CREEK TIMBERLANDS, L.P.

                                      By: Plum Creek Timber I, L.L.C.,
                                          its General Partner

                                          By: Plum Creek Timber Company, Inc.,
                                              its Managing Member


                                              By: _____________________________
                                              Name:
                                              Title:


                                   Exhibit D3
<PAGE>

                                   SCHEDULE 1

                          TO THE COMPLIANCE CERTIFICATE

                                  [FINANCIALS]


                                   Schedule 1
<PAGE>

                                   SCHEDULE 2

                          TO THE COMPLIANCE CERTIFICATE

                                  ($ IN 000'S)

Plum Creek Timberlands, L.P.
Schedule 2
Compliance Certificate Computation Statement
                                ($ in Thousands)

<TABLE>
<S>                                                                                                 <C>
1.    INTEREST COVERAGE RATIO

      I.    EBITDA

            A.    Net Income or Loss                                                                _______

            B.    DD&A                                                                              _______

            C.    Interest Expense                                                                  _______

            D.    Cost Basis for Designated Acres disposed of to the extent such                    _______
                  aggregate cost basis, when added to the net income for such
                  period arising from the sale of Designated Acres, does not
                  exceed $80,000,000

            E.    Accrued Income Taxes                                                              _______

            F.    Adjustments to A through E based upon Timber acquisition                          _______
                  (detailed certificate attached)

            G.    Sum of A through F                                                                _______

      II.   Interest Expense                                                                        _______

            A.    4 Otrs. Combined Interest Expense                                                 _______

            B.    Additions to A based upon Indebtedness Incurred to acquire Timber                 _______
                  (detailed certificate attached)

            C.    Sum of A and B                                                                    _______
</TABLE>


                                      D-1
<PAGE>

<TABLE>
<S>                                                                                                 <C>
      III.  Interest Coverage Ratio

            A.    Required ratio not to be less than 2.75 to 1.00

            B.    I.G divided by II.C                                                               ______ to 1.00

2.   PRICING LEVERAGE RATIO

     I.  Funded Debt                                                                                _______

            A.    Funded Debt as of ______________                                                  _______

            B.    All Cash balances and cash equivalents as of _____                                _______

            C.    Amount, if any, by which B exceeds $75,000                                        _______

            D.    A minus C                                                                         _______

      II.   EBITDA                                                                                  _______

            A.    Net Income or Loss                                                                _______

            B.    DD&A                                                                              _______

            C.    Interest Expense                                                                  _______

            D. Cost Basis for Designated Acres disposed of to the extent such                       _______
            aggregate cost basis, when added to the net income for such period
            arising from the sale of Designated Acres, does not exceed
            $80,000,000

            E.    Accrued Income Taxes                                                              _______

            F.    Adjustments to A through E based upon Timber acquisition                          _______
                  (detailed certificate attached)

            G.    Sum of A through F                                                                _______
</TABLE>


                                      D-2
<PAGE>

<TABLE>
<S>                                                                                                 <C>
      III.  Pricing Leverage Ratio

            I.D. divided by II.G                                                                    _______

3.    MAXIMUM LEVERAGE RATIO

      I.    Funded Debt

            A.    Funded Debt as of ___________                                                     _______

      II.   Net Worth

            A.    Net Worth as of _____________                                                     _______

            B.    Funded Debt as of ___________                                                     _______

            C.    Sum of A and B                                                                    _______

      III.  Maximum Leverage Ratio

            A.    Required: not to exceed 60%

            B.    Expressed as a percentage, I.A. divided by II.C                                   _______%

4.    NEGATIVE COVENANTS

      I.    Section 8.2(f): Sale of Designated Acres

            A.    Designated Acres                                                                  800,000

            B.    Aggregate Sales as of ____________                                                _______

      II.   Section 8.2(h): Asset Sales
</TABLE>


                                      D-3
<PAGE>

<TABLE>
<S>                                                                                                 <C>
            A.    Maximum Allowed $40,000

            B.    Sales as of __________ _______

      III.  Section 8.3: Harvesting Restrictions (MCCF):

            A.    Maximum Allowable Harvest:

                  1.    Fourth quarter of calendar year 2001                                        1,712 MCCF

                  2.    Calendar year 2002                                                          6,850 MCCF

                  3.    Calendar years 2003-2006

                        (i)   Maximum allowed is no more than 8% of Standing
                              Inventory as of January 1, 20___                                      ____MCCF

                        (ii)  Standing Inventory as of January 1, 20___                             ____MCCF

                        (iii) 8% of the amount in clause 3(ii) above                                ____MCCF

            Add: Lesser of B.5 and C.2                                                              ____MCCF

            B.    Prior Years:

                  1.    Cumulative amount set forth in table (Section 8.3) for
                        years preceding year of determination                                       ____MCCF

                  2.    2000 MCCF

                  3.    Sum of B.1 and B.2                                                          ____MCCF

                  4.    Cumulative amount actually harvested in such years                          ____MCCF
                        preceding year of determination

                  5.    Amount, if any, by which B.3 exceeds B.4                                    ____MCCF

            C.    Standing Inventory
</TABLE>


                                      D-4
<PAGE>

<TABLE>
<S>                                                                                                 <C>
                  1.    Standing Inventory as of January 1, 20__                                    ____MCCF

                  2.    8% of the amount of C.1                                                     ____MCCF

      IV.   Section 8.4(i): Investments Not Otherwise Permitted

            A.    Maximum Pulp and Paper Investments                                                $50,000

            B.    Actual Cumulative Pulp and Paper Investments through ______                       _______

            C.    Actual Cumulative Investments in Permitted Businesses through ______              _______

            D.    Actual Cumulative Investments in Permitted Ancillary
                  Businesses through __________                                                     $_____

            E.    60% of the average annual Pro Forma Free Cash Flow for
                  preceding two fiscal years                                                        ____________

            F.    Greater of $300 million or IV.E.                                                  _______

            G.    Outstanding 8.4(i) Investments

                  1.    Cumulative Investments through ___________                                  ______

                  2.    Repayment of Principal of such Investments through _____                    _______

                  3.    IV.G.1 minus IV.G.2                                                         _______

      V.    Section 8.5(b): Funded Debt Incurred to Finance Capital Improvements

            A.    A. Maximum Allowed                                                                $50,000

            B.    Outstanding at ____________

      VI.   Section 8.5(d): Indebtedness Pursuant to a Bank Credit Facility
</TABLE>


                                      D-5
<PAGE>

<TABLE>
<S>                                                                                                 <C>
            A.    Maximum Allowed                                                                   $50,000

            B.    Outstanding at ____________                                                       _______

      VII.  Section 8.5(f): Guarantee of Facilities Subsidiary Revolving Credit
            Facility

            A.    Maximum Allowed                                                                   $20,000

            B.    Outstanding at ____________                                                       _______

      VIII. Section 8.5(g): Guarantee of Facility Subsidiary Capital Improvement
            Funded Debt

            A.    Maximum Allowed                                                                   $20,000

            B.    Outstanding at ____________                                                       _______

      IX.   Section 8.5(h): Aggregate Principal Amount of Indebtedness Secured
            by Purchase Money Liens

            A.    Book value of Tangible Assets of Company and its Restricted
                  Subsidiaries as of ___________

            B.    5% of amount of A                                                                 _______

            C.    Outstanding as of ________________                                                _______

            D.    Greater of B or C                                                                 _______
                  (Required:  not to exceed the amount in B)

X.       Section 8.5(i): Additional Funded Debt

            Pro Forma Free Cash Flow
            to
            Maximum Pro Forma Annual Interest Charges                                               _______

            Ratio:                                                                                  _______
            (Not to be less than 2.25 to 1:00)
</TABLE>


                                      D-6
<PAGE>

<TABLE>
<S>                                                                                     <C>         <C>
      XI.   Section 8.13(a): Restricted Payments

            Available Cash

            (i)(a) Net Income or Loss _______

            (a) Excluding Gain on sale of any Capital Assets _______

            Plus:

            (b)   DD&A _______

            (b)   Other non-cash charges _______

            (c)   Reduction in reserves of the types referred to in clause
                  (ii)(d) below, _______
                  Interest _______
                  Principal _______

            (d)   Proceeds received from the sale of Designated Acres

            (e)   Cash from Capital Transactions used to refinance or refund
                  Indebtedness                                                                      _______

            (f)   (A) other Cash from Capital Transactions received by the
                  Company during such quarter up to an aggregate amount equal to
                  $200,000,000 for all calendar quarters, commencing with the
                  calendar quarter that ended March 31, 2002                            $____

                  (B) the aggregate of amounts of such $200,000,000 utilized in
                  the calculation of Available Cash for previous calendar               $____
                  quarters                                                                          _______

                  (f)(A) minus(f)(B)
</TABLE>


                                      D-7
<PAGE>

<TABLE>
<S>                                                                                                 <C>
            (g)   an amount equal to that portion of the Net Proceeds received
                  from such sale that was applied to the repayment of the
                  Qualified Debt in accordance with Section 2.7(a)(i) or 8.2(i)
                  but not to exceed an amount equal to 50% of the Net Proceeds
                  received from such sale(1)                                                        _______

                  Less (ii) the sum of:

                  (a)   All payments of principal on Indebtedness                                   _______

                  (b)   Capital expenditures                                                        _______

                  (c)   Capital expenditures made in prior quarter, anticipated
                        to financed, but have not been refinanced                                   _______

                  (d)   Reserve for future principal payments (per Section 8.13)                    _______

                  (d)   Reserve for future capital expenditures                                     _______

                  (d)   Reserve for additional working capital                                      _______

                  (d)   Reserve for future distributions                                            _______

                  (d)   Reserve for future interest payments (per Section 8.13)                     _______

                  (e)   Other noncash credits                                                       _______

                  (f)   The amount of any Investments                                               _______

                  (g)   Any Investments made in prior quarter anticipated to be
                        financed, but have not been refinanced                                      _______

      Available Cash:
                                                                                                    =======
      Total Distribution:
                                                                                                    =======
</TABLE>

----------
(1) Include such amount only if the Pricing Leverage Ratio as the last day of
such calendar quarter is less than 4.0 to 1.0. See clause (i)(g) in the
definition of Available Cash for limitation as to the amount that may be
included in the calculation thereof.


                                      D-8
<PAGE>

                                    EXHIBIT E

                    FORM OF CASH COLLATERAL ACCOUNT AGREEMENT

      This CASH COLLATERAL ACCOUNT AGREEMENT ("Agreement") is dated as of
______, 200_, and entered into by and between Plum Creek Timberlands, L.P., a
Delaware limited partnership (the "Company"), and Bank of America, N.A., as
administrative agent (solely in such capacity, "Administrative Agent") for the
financial institutions from time to time parties to the Credit Agreement
referred to below (such entities, together with their respective successors and
assigns, being collectively referred to as the "Lenders").

                                    RECITALS

            A. The Company is party to that certain Credit Agreement, dated as
      of November 26, 2002 (as amended, the "Credit Agreement"), among the
      Company, the Lenders party thereto, The Bank of Tokyo-Mitsubishi, Ltd.,
      Portland Branch, and Wachovia Bank, N.A., as Syndication Agents, SunTrust
      Bank, Scotiabanc Inc. and Northwest Farm Credit Services, PCA, as
      Documentation Agentsand Bank of America, N.A., as Administrative Agent.
      Capitalized terms used herein without definition shall have the meanings
      given to them in the Credit Agreement.

            B.

                  In accordance with Section 2.7(c) of the Credit Agreement, the
      Company is required to prepay or Cash Collateralize Eurodollar Rate Loans
      in an amount equal to $____________ in a cash collateral account at Bank
      of America, N.A. ("Bank of America"). The Company has elected to Cash
      Collateralize such Loans which cash collateral amount shall be applied to
      repay Eurodollar Rate Loans at maturity thereof.

                                       OR

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Company and Administrative Agent hereby agree
as follows:

1. CASH COLLATERAL ACCOUNT.

                  (a) Cash Collateral Account. For purposes of Section 2.7(c) of
      the Credit Agreement, the Company has established with Bank of America,
      for the benefit of Administrative Agent on behalf of itself and the
      Lenders, a special purpose restricted deposit account in the name of the
      Company, deposit account # (together with any successor account(s) that
      may be established from time to time in replacement thereof, the "Cash
      Collateral Account"). All parties agree that the Cash Collateral Account
      is a "deposit account" within the meaning of Article 9 of the Uniform
      Commercial Code of the State of New York as in effect from time to time in
      the State of New York (the


                                      E-1
<PAGE>

      "NYUCC"). Bank of America has not and will not agree with any third party
      to comply with instructions or other directions concerning the Cash
      Collateral Account or the disposition of funds in the cash Collateral
      Account originated by such third party without the prior written consent
      of Administrative Agent and the Company. Bank of America will comply with
      instructions originated by Administrative Agent directing disposition of
      the funds in the Cash Collateral Account without further consent by the
      Company. Administrative Agent shall have exclusive control over the Cash
      Collateral Account and the sole right of withdrawal therefrom, except as
      expressly provided in Section 1(b) below. The Company agrees that the Cash
      Collateral Account shall be a blocked account, and upon the deposit of
      funds into the Cash Collateral Account by or at the direction of the
      Company, such deposit shall become (except as expressly provided in such
      Section 1(b) hereof) irrevocable and the Company shall have no right to
      withdraw, or direct the disposition of, amounts contained therein or
      interest accrued thereon except as provided in Section 1(b) hereof or upon
      the indefeasible payment in full of the Obligations; and until such
      indefeasible payment in full of the Obligations the Company waives (i) the
      right to make withdrawals from the Cash Collateral Account and (ii) the
      right to instruct Bank of America to honor drafts drawn against the Cash
      Collateral Account, except in each case as expressly provided in Section
      1(b) hereof.

                  (b) Application to Loans. Subject to the prior application by
      Administrative Agent of amounts held hereunder pursuant to Section 2, on
      the maturity date of any Interest Period with respect to a Eurodollar Rate
      Loan, Administrative Agent shall apply any amounts remaining in the Cash
      Collateral Account to repay such Eurodollar Rate Loan, and the Company
      irrevocably directs Administrative Agent to apply such funds at such time
      to repay Eurodollar Rate Loans.

2.    LIEN.

                  (a) The Cash Collateral Account, all funds and investments
      contained therein, all interest accrued thereon, and all proceeds thereof
      shall be held by Bank of America for the benefit of Administrative Agent
      on behalf of itself and the Lenders as cash collateral to secure the
      Company's Obligations. As security for the payment and performance of all
      obligations of the Company hereunder and under the Credit Agreement, the
      Company hereby grants to Administrative Agent on behalf of itself and the
      Lenders a first priority perfected security interest in all of its rights,
      title and interest now existing or hereafter arising in and to the Cash
      Collateral Account and any proceeds or products thereof. Administrative
      Agent and the Company hereby notify Bank of America of the foregoing lien,
      and Bank of America, by its signature below, acknowledges receipt of such
      notice.

                  (b) The Company shall be deemed in default under this
      Agreement upon the occurrence of an Event of Default, as that term is
      defined in the Credit


                                      E-2
<PAGE>

      Agreement. Upon the occurrence of any such Event of Default,
      Administrative Agent may, at its option, and without notice to or demand
      on the Company and in addition to all rights and remedies available to
      Administrative Agent under the Credit Agreement, do any one or more of the
      following: (a) foreclose or otherwise enforce Administrative Agent's
      security interest in any manner permitted by law, or provided for in this
      Agreement; (b) dispose of the Cash Collateral Account on such terms and in
      such manner as Administrative Agent may determine; and (c) recover from
      the Company all costs and expenses, including, without limitation,
      Attorneys Costs, incurred or paid by Administrative Agent in exercising
      any right, power or remedy provided by this Agreement, the Loan Documents,
      or by law.

3.    INVESTMENTS. Upon the Company's written instructions as provided in
      Section 4 below, if no Default or Event of Default exists, Administrative
      Agent shall invest the funds on deposit in the Cash Collateral Account in
      any of the permitted investments described in the Investment Policy
      attached as Schedule 1.1 to the Credit Agreement; provided that with
      respect to any instruction to invest funds in any investment that does not
      constitute a "deposit account" (as defined in the NYUCC) maintained with
      Bank of America, Administrative Agent shall take no action to effect such
      instructions to invest funds unless and until the Company has duly
      executed and delivered such documents and instruments and caused to be
      delivered such opinions of counsel as the Required Lenders may reasonably
      deem necessary or appropriate to perfect or to confirm the perfection and
      first priority status of Administrative Agent's security interest in such
      investments.

4.    INVESTMENT DIRECTION. With respect to the investment of funds on deposit
      in the Cash Collateral Account pursuant to Section 3 above, Administrative
      Agent shall be entitled to rely upon the written instructions of those
      individuals whose signatures appear in the spaces provided in Schedule 2
      attached hereto, or such other individuals as may hereafter be designated
      in writing by the Company.

5.    COMPENSATION. Bank of America shall be entitled to compensation from the
      Company for the maintenance of and investment of funds contained in the
      Cash Collateral Account in accordance with its standard fees for such
      services in effect from time to time. Such compensation shall be payable
      upon demand.

6.    NOTICES, ETC. Any notice or other communication herein required or
      permitted to be given shall be in writing and may be delivered in person,
      with receipt acknowledged, or sent by facsimile or by United States mail,
      registered or certified, return receipt requested, postage prepaid and
      addressed as set forth on Schedule I to this Agreement or at such other
      address as may be substituted by notice given as herein provided. The
      giving of any notice required hereunder may be waived in writing by the
      party entitled to receive such notice. All such notices and communications
      shall be effective upon receipt. Failure or delay in delivering copies of
      any notice, demand, request, consent, approval, declaration


                                      E-3
<PAGE>

      or other communication to the persons designated above to receive copies
      shall in no way adversely affect the effectiveness of such notice, demand,
      request, consent, approval, declaration or other communication.

7.    TERMINATION. This Agreement shall terminate when transfers of amounts in
      the Cash Collateral Account pursuant to Section 1 hereof shall have
      reduced the balance of the Cash Collateral Account to zero.

8.    SUCCESSORS AND ASSIGNS; GOVERNING LAW.

                  (a) Successors and Assigns. This Agreement shall be binding
      upon and inure to the benefit of the Company, Administrative Agent and the
      Lenders and their respective successors and assigns, except that the
      Company shall not have the right to assign its rights or obligations
      hereunder or any interest herein without the prior written consent of
      Administrative Agent and each Lender.

                  (b) Governing Law. Except as otherwise expressly provided
      herein or in any of the other Loan Documents, in all respects, including
      all matters of construction, validity and performance, this Agreement
      shall be governed by, and construed and enforced in accordance with, the
      laws of the State of New York. The parties agree that New York is Bank of
      America's "bank's jurisdiction" for purposes of the NYUCC.

9.    ENTIRE AGREEMENT; CONSTRUCTION; AMENDMENTS AND WAIVERS.

                  (a) Entire Agreement. This Agreement, the Credit Agreement and
      the other Loan Documents, taken together, constitute and contain the
      entire agreement among the parties and supersede any and all prior
      agreements, negotiations, correspondence, understandings and
      communications among the parties, whether written or oral, respecting the
      subject matter hereof.

                  (b) Construction. This Agreement is the result of negotiations
      between and has been reviewed by each of the Company, Administrative Agent
      and the Lenders and their respective counsel; accordingly, this Agreement
      shall be deemed to be the product of the parties hereto, and no ambiguity
      shall be construed in favor of or against the Company, Administrative
      Agent or the Lenders. The Company, Administrative Agent and the Lenders
      agree that they intend the literal words of this Agreement and that no
      parole evidence shall be necessary or appropriate to establish the
      Company's, Administrative Agent's or any Lender's actual intentions.

                  (c) Interpretation. The terms of this Agreement shall be
      interpreted in accordance with the provisions of Article I of the Credit
      Agreement, provided, however, that (a) any reference to a "Section" shall
      refer to the relevant Section to this Agreement, unless specifically
      indicated to the contrary and (b) the words "herein," "hereof" and
      "hereunder" and other words of similar import (including,


                                      E-4
<PAGE>

      without limitation, in Article I of the Credit Agreement) shall refer to
      this Agreement as a whole, as the same may from time to time be amended,
      amended and restated, modified or supplemented, and not to any particular
      section, subsection or clause contained in this Agreement.

                  (d) Amendments; Waivers. No amendment, modification, discharge
      or waiver of, or consent to any departure by the Company from, any
      provision of this Agreement shall be effective unless the same shall be in
      writing and signed by the Administrative Agent with the written consent of
      the Required Lenders, and then such waiver shall be effective only in the
      specific instance and for the specific purpose for which given.

10.   SEVERABILITY. Whenever possible, each provision of this Agreement shall be
      interpreted in such a manner as to be valid, legal and enforceable under
      the applicable law of any jurisdiction. Without limiting the generality of
      the foregoing sentence, in case any provision of this Agreement shall be
      invalid, illegal or unenforceable under the applicable law of any
      jurisdiction, the validity, legality and enforceability of the remaining
      provisions, or of such provision in any other jurisdiction, shall not in
      any way be affected or impaired thereby.

11.   HEADINGS. Section headings in this Agreement are included herein for
      convenience of reference only and shall not constitute a part of this
      Agreement for any other purpose or be given any substantive effect.

12.   NO THIRD PARTIES BENEFITED. This Agreement is made and entered into for
      the sole protection and legal benefit of the Company, Administrative
      Agent, the Lenders, and their permitted successors and assigns, and no
      other Person shall be a direct or indirect legal beneficiary of, or have
      any direct or indirect cause of action or claim in connection with this
      Agreement. Neither Administrative Agent nor any Lender shall have any
      obligation to any Person not a party to this Agreement.

13.   COUNTERPARTS. This Agreement and any amendments, waivers, consents or
      supplements hereto may be executed in any number of counterparts, and by
      different parties hereto in separate counterparts, each of which when so
      executed and delivered shall be deemed an original, but all such
      counterparts together shall constitute but one and the same instrument.

                            [Signature page follows]


                                      E-5
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


                                    PLUM CREEK TIMBERLANDS, L.P.

                                    By: Plum Creek Timber I, L.L.C.,
                                        its General Partner

                                        By: Plum Creek Timber Company, Inc.,
                                            its Managing Member

                                            By: ________________________________
                                            Name:
                                            Title:


                                    BANK OF AMERICA, N.A.,
                                    as Administrative Agent

                                    By: ________________________________________
                                    Name:
                                    Title:


Acknowledged and Received by:

BANK OF AMERICA, N.A.,
as depository bank

By: ____________________________
Name:
Title:

                  [Signature page to Cash Collateral Agreement]


                                      E-6
<PAGE>

                        CASH COLLATERAL ACCOUNT AGREEMENT
                                   SCHEDULE I
                                NOTICE ADDRESSES

Notice to be sent to:

PLUM CREEK TIMBERLANDS, L.P.

999 Third Avenue, Suite 2300
Seattle, WA 98104
Attn: Chief Financial Officer
Facsimile: (206) 467-3797
Tel:        (206) 467-3600

BANK OF AMERICA, N.A.,
  as Administrative Agent

1850 Gateway Blvd.
Concord, CA 94520
Attn: Agency Administrative Services #5596
Facsimile: (888) 969-2297
Tel:       (925) 675-8416
Attention: Mark Garcia

BANK OF AMERICA, N.A.,
   as Depository

1850 Gateway Blvd.
Concord, CA 94520
Attn: Agency Administrative Services #5596
Facsimile: (888) 969-2297
Tel:       (925) 675-8416
Attention:  Mark Garcia


                                      E-7
<PAGE>

                        CASH COLLATERAL ACCOUNT AGREEMENT
                                   SCHEDULE 2
                    AUTHORIZED REPRESENTATIVES OF THE COMPANY
                           (FOR PURPOSES OF SECTION 4)

[Names of authorized officers and their signatures]


                                      E-8
<PAGE>

                                    EXHIBIT F

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            This Assignment and Assumption Agreement (this "Assignment") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment as if set forth herein in full.

            For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below (the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

1.    Assignor: ______________________________

2.    Assignee: ______________________________ [and is an Affiliate/Approved
      Fund(2)]

3.    Company: ______________________________

4.    Administrative Agent: ____________________, as the Administrative Agent
      under the Credit Agreement referred to below

5.    Credit Agreement: Credit Agreement, dated as of November 26, 2002, among
      Plum Creek Timberlands, L.P., the Lenders party thereto, The Bank of
      Tokyo-Mitsubishi, Ltd., Portland Branch, and Wachovia Bank, N.A., as
      Syndication Agents, SunTrust Bank, Scotiabanc Inc. and Northwest Farm
      Credit Services, PCA, as Documentation Agents, and Bank of America, N.A.,
      as Administrative Agent, as the same may be amended from time to time.

----------
(2) Select as applicable.


                                      F-1
<PAGE>

6.    Assigned Interest:

<TABLE>
<CAPTION>
                                    Aggregate Amount of                    Amount of               Percentage
                                      Commitment/Loans                 Commitment/Loans            Assigned of
    Facility Assigned                 for all Lenders                      Assigned             Commitment/Loans(3)
    -----------------               -------------------                -----------------        -----------------
<S>                                 <C>                                <C>                      <C>
      _____________                  $________________                 $________________           ______________%

      _____________                  $________________                 $________________           ______________%

      _____________                  $________________                 $________________           ______________%
</TABLE>

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment are hereby agreed to:


                                              ASSIGNOR

                                              [NAME OF ASSIGNOR]

                                              By: _____________________________
                                                  Name:
                                                  Title:


                                              ASSIGNEE

                                              [NAME OF ASSIGNEE]

                                              By: _____________________________
                                                  Name:
                                                  Title:

[Consented to and](4) Accepted:
BANK OF AMERICA, N.A., as
Administrative Agent

By: _________________________________
    Name:
    Title:

[Consented to:](5)


By: _________________________________
    Name:
    Title:

----------
(3)   Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
      of all Lenders thereunder.
(4)   To be added only if the consent of the Administrative Agent is required by
      the terms of the Credit Agreement.
(5)   To be added only if the consent of the Company is required by the terms of
      the Credit Agreement.


                                      F-2
<PAGE>

                 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

Credit Agreement, dated as of November 26, 2002, among Plum Creek Timberlands,
L.P., the Lenders party thereto, The Bank of Tokyo-Mitsubishi, Ltd., Portland
Branch, and Wachovia Bank, N.A., as Syndication Agents, SunTrust Bank,
Scotiabanc Inc. and Northwest Farm Credit Services, PCA, as Documentation
Agents, and Bank of America, N.A., as Administrative Agent, as the same may be
amended from time to time.

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

            1. Representations and Warranties.

            1.1. Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document delivered pursuant thereto, other than this Assignment
(as each may be amended from time to time, herein collectively, the "Credit
Documents"), or any collateral thereunder, (iii) the financial condition of the
Company, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the
Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document.

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section __ thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision, and (v)
if it is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.


                                      F-3
<PAGE>

            1.3 Assignee's Address for Notices, etc. Attached hereto as Schedule
1 is all contact information, address, account and other administrative
information relating to the Assignee.

            2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued prior to or on or after the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.

            3. General Provisions. This Assignment shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment by telecopy or facsimile shall be effective
as delivery of a manually executed counterpart of this Assignment. This
Assignment shall be governed by, and construed in accordance with, the law of
the State of New York.


                                      F-4
<PAGE>

                                   SCHEDULE 1
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)


                                      F-5
<PAGE>

                                    EXHIBIT G

                    FORM OF REVOLVING CREDIT PROMISSORY NOTE

[$____________]                                               New York, New York
                                                         [__________ __], 20__ ]

      For value received, the undersigned, PLUM CREEK TIMBERLANDS, L.P. (the
"Company"), hereby unconditionally promises to pay to the order of (the
"Lender") at the office of Bank of America, N.A., as Administrative Agent under
the Credit Agreement referred to below (the "Administrative Agent"), specified
in the Credit Agreement, in lawful money of the United States of America and in
immediately available funds, the principal sum of [_________________] Dollars
($________) or, if less, the aggregate unpaid principal amount of the Revolving
Loans made to the Company by the Lender pursuant to Section 2.1 of the Credit
Agreement, at such times as are specified in, and in accordance with, the
provisions of the Credit Agreement.

      The Company also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

      This Revolving Credit Promissory Note is one of the Revolving Credit
Promissory Notes referred to in, and was executed and delivered pursuant to, the
Credit Agreement, dated as of November 26, 2002 (as amended, the "Credit
Agreement"), among the Company, the Lenders party thereto, The Bank of
Tokyo-Mitsubishi, Ltd., Portland Branch, and Wachovia Bank, N.A., as Syndication
Agents, SunTrust Bank, Scotiabanc Inc. and Northwest Farm Credit Services, PCA,
as Documentation Agents, and the Administrative Agent. Capitalized terms used
but not otherwise defined herein are used in this Revolving Credit Promissory
Note as defined in the Credit Agreement. This Revolving Credit Promissory Note
is entitled to the benefits of the Credit Agreement. The Credit Agreement, among
other things, (i) provides the terms and conditions under which the loan
evidenced hereby is made, on which the Company is permitted and required to make
prepayments and repayments of principal of each Revolving Loan outstanding and
on which the Revolving Loans may be declared to be or shall automatically become
immediately due and payable and (ii) provides for a statement of the Lender's
remedies upon the occurrence of an Event of Default.

      The Revolving Loans owing to the Lender by the Company, and all payments
made on account of principal thereof, shall be recorded by the Lender and, prior
to any transfer hereof, endorsed on the grid attached hereto or any continuation
thereof, which is part of this Revolving Credit Promissory Note; provided,
however, that the failure of the Lender to so record any such information or any
error in so recording any such information shall not, however, limit or
otherwise affect the obligations of the Company hereunder or under any other
Loan Document.


                                      G-1
<PAGE>

      This Revolving Credit Promissory Note may only be assigned as provided in
the Credit Agreement.

      The Company promises to pay all costs of collection, including reasonable
attorneys' fees, incurred in the collection of this Revolving Credit Promissory
Note.

      The Company hereby waives demand, presentment and protest and notice of
demand, presentment, protest and nonpayment.

      THIS REVOLVING CREDIT PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                      PLUM CREEK TIMBERLANDS, L.P.

                                      By: Plum Creek Timber I, L.L.C.,
                                            its General Partner

                                          By:  Plum Creek Timber Company, Inc.,
                                               its Managing Member


                                               By: _____________________________
                                               Name:
                                               Title:


                                      G-2
<PAGE>

                    REVOLVING LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
     DATE            AMOUNT OF           TYPE OF         AMOUNT OF PRINCIPAL       UNPAID PRINCIPAL       NOTATION
                  REVOLVING LOANS    REVOLVING LOAN       PAID OR PREPAID             BALANCE             MADE BY
----------------------------------------------------------------------------------------------------------------------
<S>               <C>                <C>                 <C>                       <C>                    <C>

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</TABLE>


                                      G-3