Second Supplemental Indenture



 Exhibit (4)(b)(ii) 
 POTLATCH FOREST HOLDINGS, INC. 
 (Successor to Potlatch Corporation) 
 as Issuer 
 10% SENIOR SUBORDINATED NOTES DUE
JULY 15, 2011 
  

 SECOND SUPPLEMENTAL INDENTURE 
 Dated as of February 3, 2006 
 To 
 INDENTURE 
 Dated as of June 29, 2001, 
 as supplemented as of October 21, 2004 
  

 U.S. BANK NATIONAL ASSOCIATION,

 as Trustee 
  

  

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 SECOND SUPPLEMENTAL INDENTURE, dated as of February 3, 2006 (this “Supplemental Indenture”), among
Potlatch Forest Holdings, Inc., a Delaware corporation (“Forest Holdings”), and U.S. Bank National Association (the successor in interest to The Bank of California, National Association), as trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, Potlatch
Corporation, a Delaware corporation (“Potlatch”), and the Trustee executed and delivered an Indenture, dated as of June 29, 2001, pursuant to which Potlatch issued its 10% Senior Subordinated Notes Due July 15, 2011 (the
“Notes”), as supplemented by the First Supplemental Indenture, dated as of October 21, 2004 (the “Indenture”); and 
 WHEREAS, Potlatch will merge with and into Forest Holdings (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of September 19, 2005, by and among Potlatch, Forest Holdings and Potlatch Holdings,
Inc., and as a result of the Merger the separate existence of Potlatch shall cease and Forest Holdings will succeed to and possess all of the rights, privileges, powers and franchises of Potlatch and will be subject to all of the restrictions,
disabilities and duties of Potlatch, as provided under the General Corporation Law of the State of Delaware; and 
 WHEREAS,
Section 9.01 of the Indenture provides that Forest Holdings shall execute a supplemental indenture to provide for the assumption of Potlatch’s obligations under the Indenture; and 
 WHEREAS, this Supplemental Indenture is intended to be the supplemental indenture contemplated by the Indenture in connection with the Merger and Forest
Holdings’ assumption of the obligations of Potlatch under the Indenture; and 
 WHEREAS, the execution and delivery of this Supplemental
Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein have been duly taken;

 NOW THEREFORE, Forest Holdings and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the
holders of Debentures: 
 Section 1. Assumption of Obligations. 
 At the effective time of the Merger Forest Holdings hereby assumes the due and punctual payment of the principal of (and premium, if any) and interest on
all of the Debentures and the performance of every covenant of the Indenture on the part of Potlatch to be performed or observed. 
 Section 2. Successor Corporation Substituted. 
 Forest Holdings agrees that at the effective time of the Merger it shall
succeed to, and be substituted for (so that from and after the date of the Merger the provisions of the Indenture referring to the “Company” shall refer instead to Forest Holdings and not to Potlatch), and may exercise every right and
power of, Potlatch under the Indenture with the same effect as if Forest Holdings had been named as Potlatch therein. 
  

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 Section 3. Ratification. 
 Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be
and remain in full force and effect. 
 Section 4. Recitals. 
 The recitals in this Supplemental Indenture shall be taken as the statements of Forest Holdings, and the Trustee assumes no responsibility for their
correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. 
 Section 5. Governing Law. 
 THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE INDENTURE AS SUPPLEMENTED HEREBY, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 6. Counterpart Originals. 
 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. 
 Section 7. Headings, etc. 
 The Headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict
any of the terms or provisions hereof. 
 [Signatures on following page] 
  

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 SIGNATURES 
 Dated as of February 3, 2006 
  

			
	 POTLATCH FOREST HOLDINGS, INC.

		
	 By:
	 	 /s/ Douglas D. Spedden

	 Name:
	 	 Douglas D. Spedden

	 Title:
	 	 Treasurer

	
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Deborah Kuykendall

	 Name:
	 	 Deborah Kuykendall

	 Title:
	 	 Vice President



  

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