EX-4.1



 Exhibit 4.1 
  

PLUM CREEK TIMBERLANDS, L.P., 
 as
Issuer 
 and 
 WEYERHAEUSER
COMPANY 
 (as successor to PLUM CREEK TIMBER COMPANY, INC.), 

as Guarantor 
 to 

U.S. Bank National Association 

as Trustee 
  

Supplemental Indenture No. 1 

Dated as of February 19, 2016 
 to

 Indenture 
 Dated as of
November 14, 2005 
 Debt Securities 







 SUPPLEMENTAL INDENTURE NO. 1, dated as of February 19, 2016, among Plum Creek Timberlands,
L.P., a Delaware limited partnership (the “Issuer”), Weyerhaeuser Company, a Washington corporation (the “Successor Guarantor”), as successor to Plum Creek Timber Company, Inc., a Delaware corporation (the “Original
Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture. 
 W I T N
E S S E T H: 
 WHEREAS, the Issuer and the Original Guarantor previously executed and delivered to the Trustee an Indenture dated as
of November 14, 2005 (the “Indenture”) providing for the issuance from time to time by the Issuer of one or more series of Securities up to such principal amount or amounts as may from time to time be authorized in accordance with the
terms of the Indenture; 
 WHEREAS, the Issuer has previously established the terms of two series of Securities under the Indenture
(collectively, the “Existing Securities”): (i) the 4.70% Notes due 2021 and (ii) the 3.25% Notes due 2023; and 
 WHEREAS,
pursuant to the terms of the Agreement and Plan of Merger dated as of November 6, 2015 between the Original Guarantor and the Successor Guarantor (the “Merger Agreement”), the Original Guarantor shall merge with and into the Successor
Guarantor, effective as of 4:30 p.m., New York City time on February 19, 2016 (the “Effective Time”), whereupon the separate corporate existence of the Original Guarantor shall cease and the Successor Guarantor shall continue as the
surviving entity (the “Merger”) and thereupon the Successor Guarantor shall assume by operation of law all obligations of the Original Guarantor, including the Indenture; and 

WHEREAS, pursuant to Section 11.3 of the Indenture, as of the Effective Time the Successor Guarantor, as successor to the Original
Guarantor by virtue of the Merger, shall be bound by all the covenants, stipulations, promises and agreements in the Indenture contained by or on behalf of the Original Guarantor, including in respect of the Existing Securities; and 

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly and validly authorized by the Issuer and the
Successor Guarantor; and 
 WHEREAS, pursuant to Section 8.1(b) of the Indenture, the Trustee is authorized to execute and deliver
this First Supplemental Indenture without the consent of Securityholders; and 
 WHEREAS, all the conditions and requirements
necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto. 
 NOW, THEREFORE, in consideration of the premises and the purchases of the Securities by the
holders thereof, it is mutually covenanted and agreed for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the coupons, if any, appertaining thereto as follows: 

  
 1 








 ARTICLE ONE 

ASSUMPTION 
 SECTION 1.01.
Assumption. As of the Effective Time, the Successor Guarantor agrees that it shall be bound by all the covenants, stipulations, promises and agreements in the Indenture and the Securities contained by or on behalf of the Original Guarantor.
Accordingly, as of the Effective Time, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Original Guarantor under the Indenture and the Securities with the same effect as if the
Successor Guarantor had been named as the Guarantor therein, and all references to the “Guarantor” in the Indenture and any Securities shall be deemed to be references to the Successor Guarantor. 

ARTICLE TWO 

MISCELLANEOUS PROVISIONS 

SECTION 2.01. Terms Defined. For all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Existing Securities are in all respects ratified and confirmed
and all the terms shall remain in full force and effect. 
 SECTION 2.03. New York Law to Govern. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW. 
 SECTION 2.04. Successors and Assigns of Issuer and Guarantor Bound by First Supplemental Indenture. All
the covenants, stipulations, promises and agreements in this First Supplemental Indenture contained by or in behalf of the Issuer and the Guarantor shall bind their respective successors and assigns, whether so expressed or not. 

SECTION 2.05. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument. 
 SECTION 2.06. Trustee Not Responsible for
Recitals. The recitals contained herein shall be taken as the statements of the Issuer or the Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture. 
 SECTION 2.07. Effect of Headings. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof. 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture
to be duly executed as of the date first written above. 
  
  

											
		 		 	 PLUM CREEK TIMBERLANDS, L.P.,

				
		 		 	By:    	 	 PLUM CREEK TIMBER I, L.L.C.

		 		 		 	 its General Partner

					
		 		 		 	By:	 	   PLUM CREEK TIMBER COMPANY, INC.

		 		 		 		 	   its Sole Member

					
		 		 		 	By:  	 	   /s/ David W. Lambert

		 		 		 		 	   Name:
	 	   David W. Lambert

		 		 		 		 	   Title:
	 	   Senior Vice President and

		 		 		 		 		 	   Chief Financial Officer


 Attest: 
  

					
	 By:  
	 	 /s/ Jose J. Quintana
	 	

  

															
		  		  		  	 WEYERHAEUSER COMPANY,
	  	
						
		  		  		  	By:	  	   /s/ Jeffrey W. Nitta
	  	
		  		  		  		  	   Name:
	 	   Jeffrey W. Nitta
	  	
		  		  		  		  	  Title:	 	   Vice President and
	  	
		  		  		  		  		 	   Treasurer
	  	

 Attest: 

 

					
	 By:  
	 	 /s/ Devin W. Stockfish
	 	

  

															
		  		  		  	 U.S. BANK NATIONAL ASSOCIATION
	  	
						
		  		  		  	By:	  	   /s/ Thomas Zrust
	  	
		  		  		  		  	   Name:
	 	    Thomas Zrust
	  	
		  		  		  		  	  Title:	 	    Vice President
	  	
		  		  		  		  		 		  	

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