Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document
   PLUM CREEK TIMBERLANDS, L.P.

999 Third Avenue, Suite 2300

Seattle, Washington 98104  


    As of October 9, 2001 


To
each of the Purchasers named in Schedule I to this Agreement 



Ladies
and Gentlemen: 


    The
undersigned, Plum Creek Timberlands, L.P. (together with any Person who succeeds to all or substantially all of Plum Creek Timberlands, L.P.'s assets and business, herein called
the "Company"), a Delaware limited partnership, hereby agrees with the Purchasers named on Schedule I to this Agreement (each a "Purchaser" and collectively, the "Purchasers") as follows: 


1.  Authorization of Issue of Notes  


    The Company will authorize the issuance and delivery of $500,000,000 aggregate principal amount of its Senior Notes (the "Notes", such term to include each
Note delivered pursuant to any provision of this Agreement and any such Notes issued in substitution therefor pursuant to any such provision). The Notes will be issued in four separate series which
shall be entitled, shall be issued in such amounts, shall bear interest from the date thereof to but excluding the date the principal thereof shall have been paid in full, and shall mature as follows: 



	Title
 
	 	Principal Amount
	 	Interest Rate
	 	Maturity Date

	Series H	 	$	55,000,000	 	6.96%	 	October 1, 2006
	Series I	 	$	75,000,000	 	7.25%	 	October 1, 2008
	Series J	 	$	295,000,000	 	7.66%	 	October 1, 2011
	Series K	 	$	75,000,000	 	7.76%	 	October 1, 2013






    The
Notes shall be substantially in the form set out in Exhibit A. Interest on the Notes of each series will be computed on the basis of a 360-day year of twelve
30-day months. The term "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any
such Note pursuant to any such provision. References to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement and references to "this
Agreement" shall mean this Agreement as it may from time to time be amended, supplemented, restated or modified. 



2.  Issuance of Notes  


    The Company hereby agrees to sell to each Purchaser, and subject to the terms and conditions set forth herein, such Purchaser agrees to purchase from the
Company, the Notes set forth opposite its name in Schedule I hereto at a price of 100% of the aggregate principal amount thereof. The Company will deliver to the Purchasers, at the offices of
O'Melveny & Myers LLP, 400 South Hope Street, Los Angeles, California 90071-2899, on the date of closing (herein called the "closing" or the "date of closing") one or more Notes
registered in such Purchaser's name or in the name of its nominee, evidencing the aggregate principal amount of Notes to be purchased by such Purchaser and in the denomination or denominations
specified with respect to it in Schedule I, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company's account #3751634625 at Bank of
America, N.A., Dallas, Texas, ABA #111-000-012, Message: Senior Note Funding Ref: Plum Creek Timberlands, L.P. on the date of closing, which shall be October 9, 2001, or
any other date on or before October 9, 2001 upon which the Company and the Purchasers may mutually
agree. If at the closing the Company shall fail to tender such Notes to any Purchaser as provided above in this paragraph 2, or any of the conditions specified in paragraph 3 shall not
have 


1





 


been fulfilled to any Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights it may have
by reason of such failure or such nonfulfillment. The sale of Notes to the Purchasers pursuant to this Agreement shall be separate and several sales. The obligations of each Purchaser hereunder shall
be several and not joint, and no Purchaser shall be liable or responsible for the acts or defaults of any other Purchaser. 


3.  Conditions of Closing  



    The obligation of each Purchaser to purchase and pay for the Notes to be purchased by it hereunder is subject to the satisfaction, on or before the date of
closing, of the following conditions: 



 3A. Opinion of Company's General Counsel  




    Each Purchaser shall have received from James A. Kraft, Vice President, General Counsel and Secretary for the Company, a favorable opinion satisfactory to such
Purchaser and substantially in the form of Exhibit B attached hereto. 



 3B. Representations and Warranties; No Default  




    The representations and warranties contained in paragraph 8 shall be true in all material respects on and as of the date of closing, except to the
extent of changes caused by the transactions herein contemplated; there shall exist on the date of closing no Event of Default or Default; and the Company shall have delivered to each Purchaser a
certificate signed by a Responsible Officer, dated the date of closing, to both such effects. 



 3C. Insurance  




    The Company shall have delivered to each Purchaser an Officers' Certificate, dated the date of closing, certifying that insurance with respect to its
properties and business complying with the provisions of paragraph 5G (including, without limitation, the provisions of paragraph 5G permitting the Company to self-insure) is
in full force and effect. 



 3D. Proceedings  




    All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in
substance and form to each Purchaser, and each Purchaser shall have received all such counterpart originals or certified or other copies of such documents as each Purchaser may reasonably request. 



 3E. Agreement of Merger; Contribution of Assets  




    No provision of the Agreement of Merger shall have been amended, nor compliance with any material provision thereof, or satisfaction of any material condition
to the Merger set forth therein, shall have been waived, without the consent of the Required Holders. The Merger shall have been consummated in accordance with the terms of the Agreement of Merger.
All of the assets of the subsidiaries of Georgia-Pacific Corporation involved in the Merger shall have been contributed by the Corporation to the Company or a Restricted Subsidiary, except for the
contributions made as part of the Merger-Related Contributions. 



 3F. Sale of Notes to all Purchasers  




    The Company shall have sold the entire aggregate principal amount of the Notes scheduled to be sold on the date of closing pursuant to this Agreement. 


2





 

 3G. Purchase Permitted by Applicable Laws  




    The purchase of and payment for the Notes to be purchased by each Purchaser on the date of closing on the terms and conditions herein provided (including the
use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation
T, U or X of the Board of Governors of the Federal Reserve System), shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law
or governmental regulation, and shall be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, but without recourse to provisions (such as
section 1405(a)(8) of the New York Insurance Law) permitting limited investments by life insurance companies without restriction as to the character of the particular investment. If required by
any Purchaser, such Purchaser shall have received an Officers' Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to
determine whether such purchase is permitted. 



 3H. Assumption by Louisiana Subsidiary and Mississippi Subsidiary  




    Louisiana Subsidiary and Mississippi Subsidiary shall have assumed their pro rata share of obligations with respect to the Notes pursuant to an Assumption
Agreement in substantially the form attached hereto as Exhibit 3H. 



 3I. Special Counsel's Fees  




    The Company shall have paid the reasonable fees and expenses of O'Melveny & Myers LLP, special counsel to the Purchasers, invoiced in connection with
the purchase of the Notes by the Purchasers. 



 3J. Opinion of Purchasers' Special Counsel  




    Each Purchaser shall have received from O'Melveny & Myers LLP, which is acting as special counsel for the Purchasers in connection with this
transaction, an opinion satisfactory to the Purchasers and in substantially the form of Exhibit C attached hereto. If the above conditions (other than the conditions stated in
paragraph 3F) are satisfied, the obligation of the Company to sell to each Purchaser the Notes to be purchased by it hereunder is subject to the tendering by the other Purchasers of the
purchase price of the Notes to be purchased by them pursuant to this Agreement on the date of closing. 


4.  Prepayments and Acquisitions of Notes; Payment on Business Days; Interest Rate Adjustment  



 4A. Prepayments  




    The Notes shall not be subject to any required prepayment prior to their stated maturity. The Notes shall be subject to prepayment under the circumstances set
forth in paragraph 4B. 



 4B. Optional Prepayment With Yield-Maintenance Premium  




    The Notes shall be subject to prepayment on any Business Day, in whole at any time or from time to time in part (other than in the case of any prepayment
pursuant to paragraph 6B(5)(viii) or 6B(6)), in multiples of $5,000,000; provided that, if the Company shall so prepay the Notes in part, such prepayment shall be made on each series
ratably in accordance with the unpaid principal amount of such series) at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the
Yield-Maintenance Premium, if any, with respect to each Note. 


3





 

 4C. Notice of Optional Prepayment  




    The Company shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 20 Business Days
prior to the prepayment date, specifying such prepayment date and the principal amount of the Notes, and of the Notes held by such holder, to be prepaid on such date and stating that such prepayment
is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the
prepayment date and together with the premium, if any, herein provided, shall become due and payable on such prepayment date. The Company shall deliver (i) two (2) Business Days prior to
each prepayment pursuant to paragraph 4B an Officers' Certificate stating whether a Yield-Maintenance Premium is payable in connection with such prepayment and setting forth the calculations
made in making such determination based on an estimate of such Yield-
Maintenance Premium and (ii) on the date of such prepayment, an Officers' Certificate stating whether such Yield-Maintenance Premium is payable and setting forth the actual calculation. 



 4D. Partial Payments Pro Rata  




    Upon any partial prepayment of the Notes the principal amount so prepaid shall be allocated to all Notes at the time outstanding (including, for the purpose of
this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates) in proportion to the respective
outstanding principal amounts thereof. 



 4E. Retirement of Notes  




    The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated
final maturity (other than a prepayment pursuant to paragraph 4B or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or
indirectly, Notes held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same
proportion of the aggregate principal amount of Notes held by each other holder of Notes at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or
purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, except as provided in
paragraph 4D. 



 4F. Payments on Business Days  




    Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on any Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day. 


5.  Affirmative Covenants  



 5A. Financial Statements  




    The Company covenants that it will deliver to each Significant Holder in duplicate: 



     (i) 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 and its
consolidated Subsidiaries as of the end of such year and the related consolidated statement of income and consolidated 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 independent public accounting firm, which
report shall state that such consolidated financial statements present fairly the financial position for the dates specified and 



4






 


the results of operations for the periods indicated in conformity with generally accepted accounting principles applied on a basis consistent with prior years; 


    (ii) as
soon as available, but not later than 120 days after the end of each fiscal year, a copy of a consolidating balance sheet of the Company and each of its
Subsidiaries as at the end of such fiscal year and the related consolidating statement of income and consolidating statement of cash flows for such fiscal year, all in reasonable detail and
satisfactory in scope to the Required Holder(s) and unaudited but certified by an appropriate Responsible Officer as having been used in connection with the preparation of the financial statements
referred to in clause (i) of this paragraph 5A; 


    (iii) as
soon as available, but not later than 45 days after the end of each fiscal quarter (other than the last fiscal quarter) 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 statement of income and consolidated statement of cash
flows for the period commencing on the first day and ending on the last day of such quarter, in each case setting forth in comparative form figures for the corresponding period in the preceding fiscal
year, all in reasonable detail and satisfactory in scope to the Required Holder(s) (information in detail and scope comparable to information required to be included in a Quarterly Report on
Form 10-Q shall be deemed to be satisfactory for such purposes), such consolidated balance sheets to be as of the end of such quarter and such consolidated statements of income and
consolidated statements of cash flows to be for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and certified by an appropriate Responsible
Officer as being complete and correct and presenting fairly the financial position for the dates specified and the results of operations of the Company and the Subsidiaries for the periods indicated
in conformity with generally accepted accounting principles applied on a consistent basis; 


    (iv) as
soon as available, but not later than 45 days after the end of each fiscal quarter (other than the last fiscal quarter) of each year, a copy of the
unaudited consolidating balance sheet of the Company and each of its Subsidiaries, and the related consolidating statement of income and consolidating statement of cash flows for such quarter, in each
case setting forth in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and satisfactory in scope to the Required Holder(s), (information in
detail and scope that would normally be required on interim financial statements, except as provided for in this paragraph, shall be deemed to be satisfactory for such purposes), such consolidating
balance sheets to be as of the end of such quarter and such consolidating statements of income and consolidating statements of cash flows to be for such quarterly period and for the period from the
beginning of the fiscal year to the end of such quarter, and certified by an appropriate Responsible Officer of the Company as having been used in connection with the preparation of the financial
statements referred to in clause (iii) of this paragraph 5A; 


    (v) to
the extent not delivered pursuant to clauses (i), (ii), (iii) and (iv) above, promptly upon transmission thereof, copies of all such financial
statements as are delivered to the Mortgage Noteholders pursuant to the Mortgage Note Agreements; 


    (vi) to
the extent not delivered pursuant to clause (i), (ii), (iii), (iv) or (v), promptly upon transmission thereof, copies of all such financial
statements, proxy statements, notices and reports as the Company or the Corporation sends to its public security holders and copies of all registration statements (without exhibits) and all reports
which the Company or the Corporation files with the Securities and Exchange Commission and any governmental body or agency succeeding to the functions of the Securities and Exchange Commission and
with reasonable promptness, such other information and financial data as a Significant Holder may reasonably request; 



5





 


   (vii) as soon as practicable, and in all events within 10 Business Days after the Company, any of its Subsidiaries or any Related Person knows of the occurrence or
existence or expected occurrence or existence of any event or condition or series of events or conditions with respect to any Plan or Plans which are reasonably likely to result in (a) a
material liability to the Company, any of its Subsidiaries or any Related Person pursuant to ERISA or the Code (other than liability for PBGC premiums or regular periodic contributions to any such
Plan or Plans) or (b) the imposition of a Lien on any of the assets or other properties of the Company, any of its Subsidiaries or any Related Person pursuant to ERISA or the Code, the Company
shall deliver to each Significant Holder a statement signed by the chief financial officer of the Company setting forth details respecting such event or condition or series of events or conditions and
the action, if any, that the Company, any of its Subsidiaries or any Related Person proposes to take with respect thereto (and a copy of any notice, report or other written communication, or a written
description of any oral communication, with or from the PBGC, the Internal Revenue Service or the Department of Labor with respect to such event or condition or series of events or conditions). 




    Together
with each delivery of financial statements required by clauses (i) and (iii) above, the Company will deliver to each Significant Holder an Officers' Certificate
demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraph 6 (including, without limitation, paragraph 6A) and
stating that there exists no continuing Event of Default or Default, or, if any continuing Event of Default or Default exists, specifying the nature and period of existence thereof and what action the
Company proposes to take or is taking with respect thereto. Together with each delivery of financial statements required by clause (i) above, the Company will deliver to each Significant Holder
a certificate of such accountants stating that, in making the audit necessary to the certification of such financial statements, they have obtained no knowledge of any Event of Default or Default
continuing, or, if they have obtained knowledge of any Event of Default or Default continuing, specifying the nature and period of existence thereof. Such accountants, however, shall not be required
to engage in any auditing procedures other than those procedures required by generally accepted auditing standards, and shall not be liable to anyone by reason of their failure to obtain knowledge of
any Event of Default or Default which would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards. Notwithstanding the foregoing provisions of
this paragraph 5A, the Company shall not be required to deliver any financial statements or other documents (other than documents or information which have become public information) to any
Person engaged in any Permitted Business in competition with the Company or any Subsidiary. The Company also covenants that forthwith upon the chief executive officer, principal financial officer or
principal accounting officer of the Company or the General Partner becoming aware of an Event of Default and within 5 Business Days after the chief executive officer, principal financial officer or
principal accounting officer of the Company or the General Partner becomes aware of a Default, it will deliver to each Significant Holder an Officers' Certificate specifying the nature and period of
existence thereof and what action the Company proposes to take with respect thereto, provided, however, no such officer shall be obligated to provide a certificate with respect to any such Event of
Default or Default that has been cured on or before the date upon which such officer becomes aware thereof. 



 5B. Inspection of Property  




    The Company covenants that it will (i) permit any Person designated in writing by any Significant Holder (but which shall not include any Person acting
on behalf of any holder which is engaged directly in any Permitted Business in competition with the Company or any Subsidiary but shall specifically include any holder which has an affiliate that is
engaged in a Permitted Business in competition with the Company or any Subsidiary so long as such holder uses such information in connection with matters relating to the Notes and this Agreement and
agrees not to disclose such information to such affiliate), at such holder's or holders' expense (except during the continuance of an Event of Default, in which case at the expense of the Company), to
visit and inspect any of the properties of the Company 


6





 


and its Subsidiaries, to examine the books and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom and to discuss the affairs, finances and accounts of
the Company or any of such Subsidiaries with the principal officers of the Company and its independent public accountants, all upon reasonable notice and at such reasonable times and as often as such
Significant Holder may reasonably request, and (ii) with reasonable promptness, deliver to any
Significant Holder (but not including any holder which is engaged directly in any Permitted Business in competition with the Company or any Subsidiary but specifically including any holder which has
an affiliate that is engaged in a Permitted Business in competition with the Company or any Subsidiary so long as such holder uses such information in connection with matters relating to the Notes and
this Agreement and agrees not to disclose such information to such affiliate) such other information and financial data with respect to the Company as such Significant Holder may reasonably request. 



 5C. Covenant to Secure Notes Equally  




    The Company covenants that, if it shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens
permitted by the provisions of paragraph 6B(1) (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 12C), it will make or
cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Debt thereby secured so long as any such other Debt shall be so secured;
provided that, satisfaction of the foregoing requirements with respect to any such Lien shall not remedy the Event of Default resulting from such Lien. 



 5D. Partnership, Limited Liability Company and Corporate Existence, Etc.  




    Except as permitted by paragraph 6B(5) the Company covenants that it will, and will cause each of its Restricted Subsidiaries to, at all times preserve
and keep in full force and effect its partnership, limited liability company or corporate existence, as the case may be, and rights and franchises material to its business, and those of each of its
Restricted Subsidiaries, and will qualify, and cause each of its Restricted Subsidiaries to qualify, to do business in any jurisdiction where the failure to do so would have a Material Adverse Effect,
provided that the corporate, limited liability company or partnership existence of any Restricted Subsidiary or any rights and franchises of the Company or any Restricted Subsidiary may be terminated
if, in the good faith judgment of the Company, such termination is in the best interests of the Company and would not have a Material Adverse Effect. 



 5E. Payment of Taxes and Claims  




    The Company covenants that it will, and will cause each of its Restricted Subsidiaries to, pay all material taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or profits before any penalty accrues thereon, and all material claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien upon any of its properties or assets, provided
that no such tax, assessment, charge or claim need be paid if it 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 generally accepted accounting principles shall have been made therefor. 



 5F. Compliance with Laws, Etc.  




    The Company covenants that it will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations and
orders of any governmental authority, the noncompliance with which would materially adversely affect the business, condition (financial or other), assets, properties or operations of the Company or
the Company and its Restricted Subsidiaries taken as a whole. 


7





 

 5G. Maintenance of Properties; Insurance  




    The Company covenants that it will maintain or cause to be maintained in good repair, working order and condition (normal wear and tear excepted) all
properties used or useful in the business of the Company and its Restricted Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof
except where the failure to make such repair, renewal or replacement would not have a Material Adverse Effect. The Company will maintain or cause to be maintained, with financially sound and reputable
insurers, insurance with respect to its properties and business and the properties and business of its Restricted Subsidiaries against loss or damage of the kinds customarily insured against by
companies of established reputation of similar size engaged in the same or similar business and similarly situated, of such types and in such amounts as are customarily carried under similar
circumstances by such other corporations, provided that the Company may self-insure with respect to its properties and business and the properties and business of its Restricted
Subsidiaries to the extent consistent with the practice of companies of established reputation of similar size engaged in the same or similar business and similarly situated. 


6.  Negative Covenants  



 6A. Restricted Payments  




    The Company covenants that it will not and will not permit 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 



     (i) 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 the reserves established during such quarter pursuant to clause (b)(iv) of the definition of Available Cash an amount not less than (x) 50% of the aggregate amount of all
interest in respect of the Notes and the Other Senior Notes to be paid on the interest payment date immediately following such immediately preceding calendar quarter, and (y) 25% of the
aggregate amount of all principal in respect of the Series D Notes and the 111/8% Senior Notes scheduled to be paid during the 12 calendar months immediately following such
immediately preceding calendar quarter, 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 (a)(iii) of the definition of Available Cash, unless and until the amount of interest or principal, as the case may be, in respect of which
such amount has been reserved has in fact been paid, and 


    (ii) 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







  



 6B. Lien, Indebtedness and Other Restrictions  




    The Company covenants that it will not, and will not permit any Restricted Subsidiary to: 



 6B(1) Liens  




    Create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except 



     (i) Liens
for taxes, assessments or other governmental charges the payment of which is not at the time required by paragraph 5E, 


    (ii) Liens
of landlords and Liens of carriers, warehousemen, mechanics, suppliers and materialmen and similar Liens incurred in the ordinary course of business for sums
not yet due or the payment of which is not at the time required by paragraph 5E, 


    (iii) Liens
incurred or deposits made incidental to the conduct of its business or the ownership of its property including, without limitation, (a) pledges or
deposits in connection with worker's compensation, unemployment insurance and other social security legislation, (b) deposits to secure insurance, the performance of bids, tenders, contracts,
leases, licenses, franchises and statutory obligations, each in the ordinary course of business, and (c) 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 assets or
materially impair the use of such property or assets in the operation of its business, 


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


    (v) leases
or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, 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, 



    (vi) Liens
on property or assets of any Restricted Subsidiary securing obligations of such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, 


   (vii) any
Lien existing prior to the time of acquisition upon any property acquired by the Company or any Restricted Subsidiary after the date of closing 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 Debt incurred to pay all or a portion of) the purchase price
thereof, provided that (w) any such Lien does not encumber any other property of the Company or such Restricted Subsidiary, (x) the Debt secured by such Lien is not prohibited by the
provisions of paragraph 6B(2), (y) the aggregate principal amount of the Debt secured by any 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 (z) the aggregate outstanding principal amount (without duplication) of the Debt secured by all such Liens and the Debt of all Restricted Subsidiaries
at no time exceeds five percent (5%) of the book value of Tangible Assets of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, 


   (viii) 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 Uniform Commercial Code in any applicable jurisdiction) thereof securing the
obligations of 



9





 


the Company under the Revolving Credit Facility (and any extension, renewal, refunding or refinancing thereof) permitted by paragraph 6B(2)(iv), 


    (ix) from
and after the time that 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 Manufacturing and its Subsidiaries which are
Restricted Subsidiaries, (y) the inventory of Manufacturing and its Subsidiaries which are Restricted Subsidiaries, and (z) the proceeds (as defined in the Uniform Commercial Code in any
applicable jurisdiction) thereof securing the obligations of Manufacturing and such Restricted Subsidiaries under the Facilities Subsidiary's Revolving Credit Facility (and any extension, renewal,
refunding or refinancing thereof) permitted by paragraph 6B(2)(x), 


    (x) Liens
existing on the property or assets of the Company or any Subsidiary on the date of closing and set forth on Exhibit 6B(1) hereto, and 



    (xi) any
Lien renewing, extending, refunding or refinancing any Lien permitted by clause (vii) of this paragraph 6B(1), 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 Debt which, at the time the
Lien was initially placed upon the property secured thereby, Responsible Representatives declare would have been the maturity date of Debt customary for the type of asset being financed; 


 6B(2) Debt  




    Create, incur, assume or suffer to exist any Funded or Current Debt, except 



     (i) Funded
Debt represented by the Notes, the Other Senior Notes and the Assumption Agreements, 


    (ii) 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, 


    (iii) Funded
Debt or Current Debt of any Restricted Subsidiary owing to the Company or to a Restricted Subsidiary, 


    (iv) Funded
Debt or Current Debt incurred by the Company pursuant to (a) the 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 Revolving Credit Facility), or (b) a bank credit facility which is
unsecured or is secured by Liens permitted by paragraph 6B(1)(viii), provided that the aggregate outstanding principal amount of all Funded Debt and Current Debt permitted by this
clause (iv) shall at no time exceed $50,000,000, and provided, further, that the Company shall not suffer to exist any Funded Debt or Current Debt permitted by this clause (iv) 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 Funded Debt
and Current Debt permitted by this clause (iv), 


    (v) Funded
Debt or Current Debt represented by the Guarantee in an amount not greater than $76,425,000 at any time, 


    (vi) 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 



10





 


Agreements), provided that the aggregate outstanding principal amount of such Debt shall at no time exceed $20,000,000, and provided, further, that such guarantee shall be subordinated to the Notes by
subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreements, 


   (vii) the
Company's guarantee of Funded Debt (and related obligations not constituting Debt) incurred by Manufacturing to finance the making of capital improvements,
expansions and additions to the property, plant and equipment of Manufacturing and its Subsidiaries which are Restricted Subsidiaries pursuant to the Facilities Subsidiary's Facility, provided that
such guarantee shall be subordinated to the Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreements, and provided, further,
that the aggregate outstanding principal amount of such Funded Debt shall at no time exceed $20,000,000, 


   (viii) Funded
Debt of the Company or any Restricted Subsidiary secured by a Lien permitted by clause (vii) of paragraph 6B(1), 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 Debt secured by such Lien), the Company could incur at least $1 of
additional Funded Debt or Current Debt pursuant to clause (ix) below, 


    (ix) Funded
Debt or Current Debt of the Company (other than Funded Debt or Current Debt owing to a Restricted Subsidiary) in addition to that otherwise permitted by the
foregoing clauses of this paragraph 6B(2), including guarantees of Debt to the extent permitted by paragraph 6B(3) and not otherwise permitted by the foregoing clauses of this
paragraph 6B(2), provided that, on the date the Company becomes liable with respect to any such additional Funded Debt or Current Debt and immediately after giving effect thereto and to the
concurrent retirement of any other Funded Debt or Current Debt, the ratio of Pro Forma Free Cash Flow to Maximum Pro Forma Annual Interest Charges is not less than 2.25 to 1.0, 


    (x) from
and after the time that the Facilities Subsidiary becomes a Restricted Subsidiary, Debt incurred by Manufacturing or any of its Subsidiaries which is a
Restricted Subsidiary pursuant to (a) 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 (b) a bank credit facility which is unsecured or is secured by
Liens permitted by paragraph 6B(1)(ix), provided that the aggregate outstanding principal amount of all Debt permitted by this clause (x) shall at no time exceed
$20,000,000, and provided, further, that neither Manufacturing nor any of its Subsidiaries which is a Restricted Subsidiary shall suffer to exist any Debt permitted by this clause (x) 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 Manufacturing and such Restricted Subsidiaries shall
have been free from all Debt permitted by this clause (x), and 


    (xi) from
and after the time that the Facilities Subsidiary or any Designated Immaterial Subsidiary becomes a Restricted Subsidiary, Debt 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
(a) 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 or
Current Debt pursuant to clause (ix) 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 (b) the aggregate amount (without duplication) of such Debt and all
other 



11





 


Debt which is secured by Liens and permitted by clause (vii) of paragraph 6B(1) does not violate subclause (z) of the proviso to such clause (vii), 




provided
that notwithstanding any other provision in this paragraph 6B(2), any guarantee issued after the date hereof by the Company of any Funded Debt or Current Debt of any Subsidiary shall
be subordinated to the Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreements; 



 6B(3) Loans, Advances, Investments and Contingent Liabilities  




    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 any stock, obligations or securities of, or any other interest in, or 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 



     (i) make
Investments 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 not otherwise permitted by this paragraph 6B(3)) unless (a) immediately after giving effect to such Investment, no Event of
Default or Default, or "Default" or "Event of Default" as defined in the Mortgage Note Agreements, shall exist, (b) immediately prior to giving effect to such
Investment, no Default or Event of Default shall exist, and (c) immediately after giving effect to such Investment, the ratio of Pro Forma Free Cash Flow to Maximum Pro Forma Annual Interest
Charges is not less than 2.5 to 1.0, 


    (ii) own,
purchase or acquire real or personal property to be used in the ordinary course of its business, 



    (iii) own,
purchase or acquire Investments of the type specified in, and in accordance with the requirements and limitations of, the Investment Policy, 


    (iv) continue
to own Investments owned on the date of closing as set forth on Exhibit 6B(3), 


    (v) endorse
negotiable instruments for collection in the ordinary course of business, 


    (vi) become
and be obligated under the Guarantee and under the guarantees permitted by clauses (vi) and (vii) of paragraph 6B(2), and acquire and
own subordinated subrogation rights upon performance of such guarantees, 


   (vii) make
advances in the ordinary course of conducting the business of the Company or any Restricted Subsidiary, including deposits permitted under
paragraph 6B(1)(iii), 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, 


   (viii) make
Investments in Restricted Subsidiaries, or any entity which immediately after such Investment will be a Restricted Subsidiary, and 



    (ix) make
Investments not otherwise permitted by this paragraph 6B(3) in entities engaged solely in a Permitted Business, provided that the cumulative aggregate
amount of such Investments (calculated at original cost and including the principal amount of any obligations guaranteed to the extent such guarantees are not otherwise permitted by this
paragraph 6B(3)) outstanding from time to time made pursuant to this clause (ix) between the date of closing and any date thereafter shall not exceed the greater of $30,000,000 or 60% of
the average annual Pro Forma Free Cash Flow for the two fiscal years preceding such date; 



12





 

 6B(4) Sale of Stock and Debt of Subsidiaries  




    Sell or otherwise dispose of, or part with control of, any shares of stock or Debt of any Subsidiary, except to the Company or a Restricted Subsidiary, and
except that all shares of stock and Debt 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 the Responsible Representatives of the General Partner) at the time of sale of the shares of stock and Debt 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 paragraph 6B(5) unless the conditions to the sale of
such assets set forth in paragraph 6B(5) 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
Debt of any other Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary owned, directly or indirectly, by the Company and its Subsidiaries are simultaneously being sold as
permitted by this paragraph 6B(4)); 



 6B(5) Merger and Sale of Assets  




    Merge or consolidate with any other Person or sell, lease or transfer or otherwise dispose of any assets (other than inventory sold in the ordinary course of
business) except that 



     (i) any
Restricted Subsidiary may merge with the Company (provided that the Company shall be the continuing or surviving entity) or with any one or more other
Restricted Subsidiaries, 


    (ii) any
Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to the Company or a Restricted Subsidiary, 



    (iii) any
Restricted Subsidiary may merge or consolidate with any other entity, provided that, immediately after giving effect to such merger or consolidation,
(a) the continuing or surviving entity of such merger or consolidation shall be a solvent corporation or partnership organized under the laws of any state of the United States of America and
shall constitute a Restricted Subsidiary, (b) no Event of Default or Material Default shall exist, and (c) following the merger, the entity surviving the merger is not engaged in any
business other than a Permitted Business, provided that, 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 the total revenues
of the Company, or such merged or consolidated entity, as the case may be, and its Subsidiaries on a consolidated basis, 


    (iv) the
Company may merge or consolidate with, or sell or dispose of all or substantially all of its assets to, any other entity, provided that (a) either
(x) the Company shall be the continuing or surviving entity (in the case of any such merger), or (y) the successor or acquiring entity shall be a solvent corporation or partnership
organized under the laws of any state of the United States of America and shall expressly assume in writing all of the obligations of the Company under this Agreement and on the Notes, including all
covenants herein and therein contained, and such successor or acquiring corporation or partnership shall succeed to and be substituted for the Company with the same effect as if it had been named
herein as a party hereto, provided, however, that no such sale shall release the Company from any of its obligations and liabilities under this Agreement or the Notes unless such sale is followed by
the complete liquidation of the Company and substantially all the assets of the Company immediately following such sale are distributed in such liquidation, and (b) immediately after such
merger or consolidation or such sale or other disposition, (x) no Event of Default or Material Default shall exist, (y) the Company could incur at least $1 of additional Funded Debt or
Current Debt pursuant to paragraph 6B(2)(ix), and (z) the entity surviving the merger or consolidation or to which such assets have been transferred is not engaged in any business other
than a Permitted Business, 



13





 


provided that, after giving effect on a pro forma basis to such merger, consolidation or sale, 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, consolidation or sale does not exceed 33% of total revenues of the Company or such merged or
consolidated entity, as the case may be, and its Subsidiaries on a consolidated basis, 


    (v) the
Company or any Restricted Subsidiary may sell Designated Acres for the fair value thereof as reasonably determined in good faith by the Responsible
Representatives and the Company may contribute Designated Acres to the Facilities Subsidiary or any Subsidiary of the Facilities Subsidiary as a capital contribution, 


    (vi) the
Company and its Restricted Subsidiaries may exchange Timberlands with other Persons in the ordinary course of business, provided that (a) the fair value
of the Timberlands plus any net cash 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, (b) such exchange would not materially and adversely affect the business, property or assets, 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 or under the Notes, and (c) any Timberlands so
exchanged shall be deemed sold to the extent of cash proceeds received in such exchange and such sales shall be allowed only to the extent otherwise permitted by this paragraph 6B(5), 



   (vii) the
Company and its Restricted Subsidiaries may sell properties 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 an amount equal to one percent (1%) of Consolidated Total Assets, determined as of the last day of the immediately preceding calendar
year, 


   (viii) the
Company and its Restricted Subsidiaries may otherwise sell for cash properties 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) the net proceeds of any such sale (x) are applied, within 180 days after such sale, to the repayment of Qualified Debt selected by the Company, which, in the case of
the Notes, shall be a prepayment pursuant to paragraph 4B, or (y) are applied, within 180 days after such sale, to the purchase of productive assets in the same line of business,
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 the proceeds thereof), the Company could incur $1 of
additional Funded Debt or Current Debt pursuant to paragraph 6B(2)(ix); provided that, if any such sale constitutes a sale of more than 15% of the Company's Tangible Assets as of the end of the
Company's most recently ended fiscal quarter, all the unapplied net proceeds of such sale 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 greater than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with
clause (b) above, and 


    (ix) the
Company and its Restricted Subsidiaries may make the Merger-Related Contributions; 


 6B(6) Harvesting Restrictions  




    In any period, 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 


14





 


then owned directly or indirectly by the Company in excess of the amount set forth for such period in the following table: 



	Calendar Year
	 	Maximum to be Harvested

	4th Quarter, calendar year 2001	 	1,712 MCCF
	Calendar year 2002	 	6,850 MCCF
	Calendar year 2003	 	8% of Standing Inventory as of January 1
	and each calendar year thereafter	 	of such calendar year






plus,
in each calendar year, the lesser of (i) the 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; 


unless
the net cash proceeds from such excess harvest are either (i) applied, within 180 days after any such excess harvest, to the repayment of Qualified Debt selected by the Company,
which, in the case of the Notes, shall be a prepayment pursuant to paragraph 4B or (ii) 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 exceeds 15% of Standing Inventory as of January 1 of such calendar year (and such proceeds are not immediately applied in accordance with clause (i) or
(ii) 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 greater than 50% of the outstanding principal amount of Qualified Debt, for the purpose of application in accordance with clause (i) or
(ii) above; 



 6B(7) Sale and Lease-Back  




    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 paragraph 6B(7)
shall not apply to any property sold pursuant to clause (vii) of paragraph 6B(5); 



 6B(8) Certain Contracts  




    Enter into or be a party to 



     (i) 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 


    (ii) 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 clause (ii) shall prevent the Company from (a) entering into take-or-pay contracts in the ordinary course of business with the United States
Forest Service, the Bureau of Land Management, the Washington Department of Natural Resources or similar state or federal governmental agencies, or (b) making 



15





 


payments in satisfaction of contracts with such Persons which contracts are deemed by the Responsible Representatives to be disadvantageous to perform, or 



    (iii) 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 


    (iv) 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 


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




    except
as permitted by the provisions of clauses (i), (v), (vi), (vii), (viii) or (ix) of paragraph 6B(3); 



 6B(9) Transactions with Affiliates  




    Other than the Merger-Related Contributions, 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 except in the ordinary course of and pursuant to the reasonable requirements of the Company's or such Restricted Subsidiary's business 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 which are not such an Affiliate. 



 6C. Conduct of Business  




    The Company covenants that it will not, and will not permit any Subsidiary to, engage in any business other than Permitted 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 (v) or (vii) of paragraph 6B(5), 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 (v) or (vii) of paragraph 6B(5)). Any Timber Proceeds being
used to "purchase productive assets in the same line of business" under the provisions of paragraph 6B(5)(viii) 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
paragraph 6B(6). All acquisitions of Timber Properties by Company and its Restricted Subsidiaries shall be made only by the Company directly or indirectly through Restricted Subsidiaries which
are not Manufacturing Entities. 



 6D. Issuance of Stock by Subsidiaries  




    The Company covenants that it will not permit any Subsidiary (either directly, or indirectly by the issuance of rights or options for, or securities
convertible into, such shares) to 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. 


16







   7.  Events of Default  



 7A.  Acceleration  




    If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come
about or be effected by operation of law or otherwise): 



     (i) the
Company defaults in the payment of any principal or of premium on any Note when the same shall become due, either by the terms thereof or otherwise as herein
provided; or 


    (ii) the
Company defaults in the payment of any interest on any Note for more than 10 days after the date due; or 


    (iii) the
Company or any Restricted Subsidiary (a) defaults in any payment of principal of or interest on any other obligation for money borrowed (or any payment
obligation under the Guarantee, any Capital Lease Obligation, any obligation under a conditional sale or other title retention agreement, any obligation issued or assumed as full or partial payment
for property whether or not secured by a purchase money mortgage or any obligation under notes payable or drafts accepted representing extensions of credit) beyond any period of grace provided with
respect thereto, or (b) fails to perform or observe any other agreement, term or condition contained in any agreement under which any such obligation is created within any applicable grace
period provided therein (or if any other event thereunder or under any such agreement shall occur and be continuing) and the effect of such failure or other event is (x) to then cause such
obligation to become due prior to any stated maturity or (y) to then permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause such obligation
to become due prior to any stated maturity, provided that the aggregate outstanding principal amount of all obligations as to which such payment defaults shall occur and be continuing or such failures
or other events causing or permitting acceleration shall occur and be continuing exceeds $5,000,000; or 


    (iv) any
representation or warranty made by the Company herein or in any writing furnished in connection with or pursuant to this Agreement shall be false in any
material respect on the date as of which made; or 


    (v) the
Company fails to perform or observe any agreement contained in the last sentence of paragraph 5A or in paragraph 6; or 



    (vi) the
Company fails to perform or observe any other agreement, term or condition contained herein and such failure shall not be remedied within 30 consecutive days
after written notice thereof shall have been received by the Company from any holder of any Note; or 


   (vii) the
Company or the General Partner or any Restricted Subsidiary makes a general assignment for the benefit of creditors or is generally not paying its debts as
such debts become due; or 


   (viii) any
decree or order for relief in respect of the Company or the General Partner or any Restricted Subsidiary is entered under any bankruptcy, reorganization,
compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect (herein called the "Bankruptcy Law"), of any jurisdiction; or 


    (ix) the
Company or the General Partner or any Restricted Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession
by, a trustee, receiver, custodian, liquidator or similar official of the Company or the General Partner or any Restricted Subsidiary, or of any substantial part of the assets of the Company or the
General Partner or any Restricted Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United 



17





 


States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Restricted Subsidiary) relating to the Company or the General Partner or any Restricted Subsidiary
under the Bankruptcy Law of any other jurisdiction; or 


    (x) any
such petition or application is filed, or any such proceedings as described in clause (ix) above are commenced, against the Company or the General
Partner or any Restricted Subsidiary and the Company or the General Partner or such Restricted Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an
order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or
decree remains unstayed and in effect for more than 60 consecutive days; or 


    (xi) any
order, judgment or decree is entered in any proceedings against the Company or the General Partner or any Restricted Subsidiary decreeing the dissolution,
winding-up or liquidation of the Company or the General Partner or any Restricted Subsidiary and such order, judgment or decree remains unstayed and in effect for more than 60 consecutive
days; or 


   (xii) any
order, judgment or decree is entered in any proceedings against the Company or any Restricted Subsidiary decreeing a split-up of the Company or
such Restricted Subsidiary which requires the divestiture of assets representing a substantial part, or the divestiture of the stock of or partnership or other ownership interest in a Subsidiary whose
assets represent a substantial part, of the consolidated assets of the Company and its Restricted Subsidiaries (determined in accordance with generally accepted accounting principles) or which
requires the divestiture of assets, or stock of or partnership or other ownership interest in a Subsidiary, which shall have contributed a substantial part of the consolidated net income of the
Company and its Restricted Subsidiaries (determined in accordance with generally accepted accounting principles) for any of the three fiscal years then most recently ended, and such order, judgment or
decree remains unstayed and in effect for more than 60 consecutive days; or 


   (xiii) a
final judgment (which is non-appealable or has not been stayed pending appeal or as to which all rights to appeal have expired or been exhausted)
in an amount in excess of $5,000,000 is rendered against the Company or any Restricted Subsidiary and, within 60 consecutive days after entry thereof, such judgment is not discharged or execution
thereof stayed pending appeal, or within 60 consecutive days after the expiration of any such stay, such judgment is not discharged; or 



   (xiv) the
Facilities Subsidiary, any Subsidiary of the Facilities Subsidiary or any Designated Immaterial Subsidiary, immediately after they become Restricted
Subsidiaries under the definition of "Restricted Subsidiary" contained in paragraph 10B, shall have any Debt outstanding which is not permitted by clause (x) or (xi) of
paragraph 6B(2) insofar as it relates to such Facilities Subsidiary, any Subsidiary of the Facilities Subsidiary or any Designated Immaterial Subsidiary; or 


   (xv) any
"Event of Default" as defined in the Mortgage Note Agreements shall exist; or 


   (xvi) this
Agreement or any Assumption Agreement shall at any time, for any reason, cease to be in full force and effect or shall be declared to be null and void in
whole or in any material part by the final judgment (which is nonappealable or has not been stayed pending appeal or as to which all rights to appeal have expired or been exhausted) of any court or
other governmental or regulatory authority having jurisdiction in respect thereof, or the validity or the enforceability of this Agreement or any Assumption Agreement shall be contested by or on
behalf of the Company, the Louisiana Subsidiary or the Mississippi Subsidiary, or the Company, the Louisiana Subsidiary or the Mississippi Subsidiary shall renounce this Agreement or any Assumption
Agreement, or deny that it is bound by the terms hereof or thereof or has any further liability hereunder or thereunder; or 



18





 


  (xvii) if any of the events or conditions or series of events or conditions described in subparagraph (vii) of paragraph 5A occurs which events or
conditions or series of events or conditions have, or could reasonably be expected to have, a Material Adverse Effect; 




    then




    (a) if
such event is an Event of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the Company, all of
the Notes at the time outstanding shall automatically become immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or notice of any kind, all
of which are hereby waived by the Company, and 


    (b) if
such event is any other continuing Event of Default, the holder or holders of a majority of the aggregate principal amount of the Notes at the time outstanding
may at its or their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest
accrued thereon and together with the Yield-Maintenance Premium, if any, with respect to each Note, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Company and the Company shall give notice in writing of such declaration to the other holders, provided that: 


    (x) if
such event is a continuing Event of Default specified in clause (i) or (ii) of this paragraph 7A in respect of any Note, any Significant
Holder may, at its option, by notice in writing to the Company, declare all of the Notes held by such Significant Holder to be, and all of such Notes shall thereupon be and become, immediately due and
payable together with interest accrued thereon and together with the Yield-Maintenance Premium, if any, with respect to each such Note, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Company, 


    (y) if
any Significant Holder shall have declared all of the Notes held by such Significant Holder to be due and payable pursuant to clause (x) of this proviso,
then the Company shall give notice in writing of such declaration to the other holders and any other holder may at any time thereafter and until the later of (A) the expiration of
60 days after such other holder shall have received notice from the Company of such declaration and (B) the date on which all Events of Default and Defaults have been cured or waived
pursuant to paragraph 12C, by notice in writing to the Company, declare all of the Notes held by such other holder to be immediately due and payable, together with interest accrued thereon and
together with the Yield-Maintenance Premium, if any, with respect to each such Note without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Company,
and 


    (z) the
Yield-Maintenance Premium, if any, with respect to each Note shall be due and payable upon any such declaration only if (1) such event is a continuing
Event of Default specified in any of clauses (i) through (vi), inclusive, (xiii), (xiv), (xv), (xvi) and (xvii) of this paragraph 7A, (2) the holder or holders
effecting such declaration shall have given to the Company, at least 10 Business Days before such declaration, written notice stating its or their intention so to declare the Notes to be immediately
due and payable and identifying one or more such Events of Default whose occurrence on or before the date of such notice permits such declaration and (3) one or more of the Events of Default so
identified shall be continuing at the time of such declaration. 




    At
any time after the principal of, and interest accrued on, any or all of the Notes are declared due and payable, the holders of not less than 662/3% aggregate
principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (x) the Company has paid all overdue
interest on the Notes, the principal of and premium, if any, on any Notes which have become due otherwise than by reason of such declaration, 


19





 


and interest on such overdue principal and premium and (to the extent permitted by applicable law) any overdue interest in respect of such Notes of each series at a rate per annum from time to time
equal to the greater of (i) one percent over the rate of interest borne by the Notes of such series or (ii) the rate of interest publicly announced by J.P. Morgan Chase from time to time
in New York as its Prime Rate plus 2.0%, (y) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, have
been cured or waived pursuant to paragraph 12C, and (z) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or this Agreement; but no such
rescission and annulment shall extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 



 7B.  Other Remedies  




    If any Event of Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note
by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any
covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon the holder of any Note is intended
to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity
or by statute or otherwise. 


8.  Representations, Covenants and Warranties  


    The Company represents, covenants and warrants: 



 8A.  Organization  




    The Company is a limited partnership, duly organized, validly existing and in good standing under the Delaware Revised Uniform Limited Partnership Act and has
all requisite partnership power and authority to own and operate its properties, to conduct its business as currently conducted, to enter into this Agreement and the Agreement of Merger, to issue and
sell the Notes and to carry out the terms of this Agreement and the Notes. The Restricted Subsidiaries, Manufacturing and each of the Facilities Operating Subsidiaries are each a duly organized and
validly existing corporation, limited partnership or limited liability company, as applicable, and in good standing under its jurisdiction of incorporation or formation, as applicable, with all
requisite corporate, partnership or limited liability company power and authority, as applicable, to own and operate its properties, to conduct its business as proposed to be conducted. Each of the
Mississippi Subsidiary and Louisiana Subsidiary is a duly organized and validly existing limited liability company and in good standing under its jurisdiction of formation, with all requisite limited
liability power and authority to own and operate its properties, to conduct its business as proposed to be conducted, and to perform their respective obligations under the Assumption Agreements to
which they are parties. 



 8B.  General Partner Net Worth  




    On the date of closing the General Partner will have a net worth (excluding its interest in the Company and any notes receivable from or payable to the
Company) at least equal to the amount sufficient to meet the tax requirements, if any, for a general partner of a Delaware limited partnership (based on the fair market value of its assets). 



 8C.  Ownership and Subsidiaries  




    Corporation owns 100% of the membership interests in General Partner. General Partner owns the 1% general partnership interest in Company and Corporation owns
the 99% limited partnership 


20





 


interest in Company. The Company owns directly or indirectly, all of the issued and outstanding equity interests of all of its Subsidiaries, which interests will have been duly authorized and validly
issued, fully
paid and non-assessable and are owned free and clear of any Liens. There are no outstanding warrants or options to acquire, or instruments convertible into or exchangeable for, any equity
interest in any such Subsidiary. On the date of closing the Company will have no Subsidiaries other than the Subsidiaries listed on Exhibit 8C. 


    The
only general partner of the Company is the General Partner, which on the date of closing owns a 1% interest in the Company. 



 8D.  Corporation  




    Corporation is a corporation, duly formed, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority
to own and operate its properties, and to conduct its business as currently conducted. Corporation is organized in conformity with the requirements for qualification as a real estate investment trust
under the Code and its ownership and method of operation since July 1, 1999 has enabled it to meet the requirements for taxation as a real estate investment trust under the Code. 



 8E.  Qualification  




    The Company is duly qualified or registered for the transaction of business and in good standing as a foreign partnership in each of the states of Alabama,
Arkansas, Florida, Georgia, Idaho, Kentucky, Montana, Oklahoma, Oregon, Pennsylvania, North Carolina, South Carolina, Virginia, Washington, West Virginia and Wisconsin, which are the only
jurisdictions in which the failure so to qualify or be registered would have a Material Adverse Effect. Each of the Subsidiaries is duly qualified or registered for transaction of business and in good
standing as a foreign limited partnership, limited liability company or corporation in each jurisdiction in which the failure so to qualify or be registered would have a material adverse effect on the
business, property or assets, condition (financial or other), operations or prospects of the Subsidiaries taken as a whole. 



 8F.  Business; Financial Statements  




    (a)  The
Company and its Subsidiaries have not engaged in any business or activities prior to the date of this Agreement other than (i) owning, acquiring and
disposing of Timber and Timberlands (including the disposition of Designated Acres), and (ii) owning and operating lumber mills, plywood and
fiberboard manufacturing plants, and wood chip plants. The Company and its Subsidiaries do not have any significant assets other than Timber, Timberlands and the facilities described in
clause (ii) above, and on the date of closing will not have any significant liabilities other than the Notes, the Other Senior Notes, the Guarantee, the Mortgage Notes, indebtedness under the
Bank of America Revolving Credit Agreement and liabilities incurred in the ordinary course of business. 


    (b)  The
Company has delivered or caused to be delivered to each Purchaser complete and correct copies of (i) Corporation's Annual Report on
Form 10-K as filed with the Securities and Exchange Commission on March 5, 2001 (fiscal year ended December 31, 2000), the Corporation's Quarterly Reports on
Form 10-Q as filed with the Securities and Exchange Commission on May 10, 2001 (quarter ended March 31, 2001) and August 14, 2001 (quarter ended June 30,
2001) and Corporation's Current Reports on Form 8-K dated January 1, 2001 (filed on January 12, 2001), June 12, 2001 (filed on June 14, 2001) and
August 15, 2001 (filed on August 17, 2001) (together, the "1934 Act Reports"), (ii) the Amendment No. 2 to Form S-4 Registration Statement under the
Securities Act, relating to the Merger (as defined in paragraph 10B) (the "Registration Statement") and (iii) the Company's annual audited financial statement for the fiscal year ending
December 31, 2000 and the Company's unaudited quarterly financial statements for the quarters ending March 31, 


21





 


2001 and June 30, 2001 (collectively, the "Company Financial Statements"). The (a) annual financial statements and schedules included in the 1934 Act Reports and (b) the Company
Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods specified and present fairly the financial
position for the dates specified, and the results of their operations and cash flows of the Corporation or the Company and its Subsidiaries on a consolidated basis, as applicable, for the respective
periods specified. The quarterly financial statements and schedules included in the 1934 Act Reports and the Company Financial Statements present fairly the financial position for the dates specified
and the results of operations for the quarterly periods presented. The unaudited pro forma condensed consolidated financial statements of the Corporation contained in the Registration Statement (the
"Pro Forma Statements") comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Exchange Act of 1934 and the published rules and
regulations thereunder and the assumptions on which the pro forma adjustments reflected in the Pro Forma Statements are based provide a reasonable basis for presenting the significant effects of the
transactions contemplated by the Pro Forma Statements and such pro forma adjustments give appropriate effect to such assumptions and are properly applied in the Pro Forma Statements. Inasmuch as the
Corporation is a holding company owning the Company, with no substantial assets or liabilities apart from the Company, (x) the Pro Forma Statements substantially reflect the pro forma position
of the Company and its Subsidiaries on a consolidated basis after giving effect to the Merger and (y) the 1934 Act Reports and other financial statements delivered by the Corporation
substantially reflect the pro forma position of the Company and its Subsidiaries on a consolidated basis. 



 8G.  Changes, etc.  




    Except as contemplated by this Agreement or disclosed in Exhibit 8G, subsequent to December 31, 2000, (a) neither the Company nor the
Facilities Subsidiary has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, except the Bank of
America Revolving Credit Agreement, the Agreement of Merger and the sale of Timberlands to Pope Resources in March, 2001 and (b) there has not been (i) any material adverse change in the
condition (financial or other) or operations of the Company or the Facilities Subsidiary or (ii) any Restricted Payment of any kind declared, paid or made by the Company. 



 8H.  Tax Returns and Payments  




    The Company and each of its Restricted Subsidiaries has filed all tax returns required by law to be filed by it (or obtained extensions with respect thereto)
and has paid all material taxes, assessments and other material governmental charges levied upon it, or any of its properties, assets, income or franchises which are due and payable by it, other than
those which are not past due or delinquent or the nonpayment of which is permitted by paragraph 5E. 



 8I.  Franchises, Licenses, Agreements, etc.  




    Except as disclosed in Exhibit 8Q, the Company and each of its Subsidiaries is in possession of and operating in substantial compliance with all
franchises, grants, authorizations, approvals, licenses, permits, easements, consents, certificates and orders required to own or lease its properties and to permit the conduct of its business, except
for those franchises, grants, authorizations, approvals, licenses, permits, easements, consents, certificates and orders (i) which are routine in nature and are expected to be obtained or given
in the ordinary course of business after the date of closing, (ii) which are administrative in nature and which are expected to be obtained or given in the ordinary course of business after the
date of closing, or (iii) the failure of which to be obtained, given or complied with would not individually or in the aggregate have a Material Adverse Effect. 


22





 

 8J.  Actions Pending  




    Except as disclosed in Exhibit 8J, there is no action, suit, investigation or proceeding pending or, to the Company's Knowledge, threatened against the
Company, or any properties or rights of the Company, by or before any court, arbitrator or administrative or governmental body which questions the validity of this Agreement or the Notes or any action
taken or to be taken pursuant to this Agreement or the Notes or which would be reasonably likely to result in any material adverse change in the business, property or assets, condition (financial or
other) or operations of the Company, or in the inability of the Company to perform its obligations hereunder or under the Notes. 



 8K.  Title to Properties  




    Except as disclosed in Exhibit 8K, the Company and its Subsidiaries have good title to their real properties (other than properties which it leases) and
good title to all of their other properties and assets, subject to no Lien of any kind except Liens permitted by paragraph 6B(1), and except such Liens as do not materially interfere with the
full ownership and enjoyment of such properties and assets. All leases necessary in any material respect for the conduct of the respective businesses of the Company and its Subsidiaries are valid and
subsisting and are in full force and effect. 



 8L.  Compliance with Other Instruments, etc.  




    Neither the Company nor any Subsidiary of the Company is in violation of any term of the Partnership Agreement or of any term of any other agreement or
instrument to which it is a party or by which it or any of its properties is bound or any term of any applicable law, ordinance, rule or regulation of any governmental authority or any term of any
applicable order, judgment or decree of any court, arbitrator or governmental authority, the consequences of which violation would be reasonably likely to have a Material Adverse Effect, and the
execution, delivery and performance by the Company of this Agreement and the Notes will not result in any violation of or be in conflict with or constitute a default under any such term or result in
the creation of (or impose any obligation on the Company to create) any Lien (other than the Liens contemplated by this Agreement) upon any of the properties or assets of the Company, pursuant to any
such term except for Liens permitted by paragraph 6B(1); and there is no such term which materially adversely affects or in the future would be likely to materially adversely affect the
business, property or assets, condition (financial or other) or operations of the Company, or the ability of the Company to perform its obligations under this Agreement or the Notes. 



 8M.  Governmental Consent  




    No consent, approval or authorization of, or declaration or filing with, any governmental authority is required for the valid execution, delivery and
performance by the Company of this Agreement or the valid offer, issue, sale and delivery of the Notes pursuant to this Agreement. 



 8N.  Offering of Notes  




    Neither the Company nor any agent acting on behalf of the Company has, directly or indirectly, offered the Notes or any similar security of the Company for
sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with any Person other than the Purchasers and
up to 70 other institutional investors, and neither the Company nor any agent acting on behalf of the Company has taken or will take any action which would subject the issuance of the Notes to the
provisions of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction. 


23





 

 8O.  ERISA  




    (a)  Neither
the Company nor any of its Subsidiaries has breached the fiduciary rules of ERISA or engaged in any prohibited transaction which, in any such case, could
reasonably be expected to result in any direct or indirect material liability (including, without limitation, as a result of an indemnification obligation) to the Company or any of its Subsidiaries in
connection with a suit for damages or pursuant to section 409, 502(i) or 502(1) of ERISA or section 4975 of the Code, which liability, either individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect. 


    (b)  None
of the Company, any of its Subsidiaries or any Related Person has incurred any direct or indirect material liability (including, without limitation, as a
result of an indemnification obligation) under or pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, which liability has had or
could reasonably be expected to have a Material Adverse Effect. No event, transaction or condition has occurred or exists or, to the Company's Knowledge, is expected to occur or exist with respect to
any Plan that could reasonably be expected to
result in any direct or indirect material liability to the Company, any of its Subsidiaries or any Related Person (including, without limitation, as a result of an indemnification obligation) under or
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans; which liability has had or could reasonably be expected to have a Material
Adverse Effect. There has been no reportable event (within the meaning of section 4043(c) of ERISA), other than reportable events for which the notification requirements have been waived in
regulations or other pronouncements issued by the PBGC, or any other event or condition with respect to any Plan which presents a risk of the termination of, or the appointment of a trustee to
administer, any such Plan by the PBGC. 


    (c)  Full
payment (made in a timely manner such that any incidental delay in making a payment, if any, has not resulted in any Lien or any material liability to the
Company, any of its Subsidiaries or any Related Person) has been made of all amounts which the Company, any of its Subsidiaries or any Related Person is required under applicable law, the terms of
each Plan or any collective bargaining agreement to have paid as contributions to each such Plan, and no accumulated funding deficiency (as defined in section 302 of ERISA or section 412
of the Code), whether or not waived, exists or is expected to exist with respect to any Plan (other than a Multiemployer Plan). 


    (d)  The
present value of the accumulated benefit obligations (whether or not vested) under each Plan (other than a Multiemployer Plan), determined as of the end of
each such Plan's most recently ended Plan year on the basis of the actuarial assumptions specified for funding purposes in each such Plan's actuarial valuation report for such Plan year, each of which
assumptions is reasonable and in compliance with section 412 of the Code, did not exceed the current value of the assets of each such Plan allocable to such accumulated benefit obligations by
an amount which could have a Material Adverse Effect, and no event has occurred since such date that could reasonably be expected to cause the present value of such accumulated benefit obligations to
increase by a material amount. The terms "present value" and "current value" shall have the meanings assigned to such terms in section 3 of ERISA, and the term "accumulated benefit obligations"
shall have the meaning assigned to such term in Statement of Financial Accounting Standards No. 87. 


    (e)  None
of the Company, any of its Subsidiaries or any Related Person has incurred or expects to incur any withdrawal liability under Title IV of ERISA with respect
to any Multiemployer Plan or any Plan that is a "multiple employer plan" within the meaning of section 4063 or 4064 of ERISA, which liability has had or could reasonably be expected to have a
Material Adverse Effect. The aggregate withdrawal liability of the Company, its Subsidiaries and the Related Persons with respect to all Multiemployer Plans and Plans that are "multiple employer
plans" within the meaning of section 4063 or 4064 of ERISA, determined as if a complete withdrawal had occurred on the date 


24





 


hereof, does not exceed $25,000,000. To the Company's Knowledge, no Multiemployer Plan is insolvent or in reorganization within the meaning of section 4241 or 4245 of ERISA. 



    (f)  The
"expected postretirement benefit obligation" (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries under Plans which are "employee welfare benefit plans" (as defined in section 3(1) of ERISA) did not exceed $25,000,000. 


    (g)  The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction which is subject to the prohibitions
of section 406(a)(1)(A)-(D) of ERISA or in connection with which a tax could be imposed on the Company pursuant to section 4975(c)(1)(A)-(D) of the Code. With respect to each employee
benefit plan identified in writing to the Company in accordance with paragraph 9(c), neither the Company nor any "affiliate" thereof (as defined in section V(c) of Prohibited Transaction
Class Exemption 84-14 (the "QPAM Exemption")) has at this time, and has not exercised at any time within the preceding year, the authority to appoint or terminate the "QPAM" (as defined in
the QPAM Exemption) identified in accordance with paragraph 9(c) as manager of any of the assets of any plan identified in accordance with paragraph 9(c), or to negotiate the terms of
any management agreement with such QPAM on behalf of any such plan, the Company is not an "affiliate" (as defined in section V(c) of the QPAM Exemption) of such QPAM, and the Company is not a
party in interest with respect to any plan identified in accordance with paragraph 9(c). The representations by the Company in this subparagraph (g) of paragraph 8O are made in
reliance upon and subject to the accuracy of each Purchaser's representation in paragraph 9 of this Agreement as to the source of the funds to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by it hereunder. 


    As
used in this paragraph 8O, the terms "employee benefit plan" and "party in interest" have the respective meanings assigned to such terms in section 3 of ERISA. 



 8P.  Status Under Certain Federal Statutes  




    The Company is not (i) an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of
1940, as amended, (ii) a "holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company or of a "subsidiary company" of a "holding company", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended, (iii) a "public utility" as such term is defined in the Federal Power Act, as amended, nor (iv) a "rail
carrier" or a person controlled by or affiliated with a rail carrier", within the meaning of Title 49, U.S.C., and neither the Company, the General Partner nor the Facilities Subsidiary is a "carrier"
to which 49 U.S.C. § 11301(b)(1) is applicable. 



 8Q.  Environmental Matters  




    (a)  Except
as disclosed in Exhibit 8Q, to the Company's Knowledge, the Company and its Subsidiaries are in compliance in all material respects with all
Environmental Laws applicable to them or to real property owned or leased by them, or to the ownership, use, operation or occupancy thereof except where the failure to be in compliance with such
Environmental Laws would not result in liability of the Company or any of its Subsidiaries in an aggregate amount in excess of $25,000,000. To the Company's Knowledge, neither the Company, its
Subsidiaries nor any other Person acting at the direction of or on behalf of the Company has engaged in any activity in violation of any provision of any applicable Environmental Laws, which violation
could reasonably be expected to have a Material Adverse Effect. 


    (b)  Except
as permitted by paragraph 8I or as disclosed in Exhibit 8Q, the Company has or will have on the date of closing all environmental permits or
licenses necessary for the conduct of its 


25





 


business as conducted on the date of closing and, as to any such permit or license that has expired or is about to expire or is needed for the proposed conduct of its business, the Company has or will
have timely and properly applied for renewal or receipt of the same. Exhibit 8Q lists all material notices from federal, state or local environmental agencies to the Company and its
Subsidiaries citing environmental violations that have not been finally resolved and disposed of; no such violation, individually or in the aggregate, is reasonably expected to have a Material Adverse
Effect, and the Company and its Subsidiaries are acting in compliance with all such notices. Notwithstanding any such notice, the Company and each of its Subsidiaries is currently operating in
compliance with the limits set forth in such environmental permits or licenses except for such noncompliance as would not reasonably be expected to have a Material Adverse Effect and to the Company's
Knowledge there are no threatened or pending proceedings for the revocation, loss or termination of any such environmental permits or licenses. 



    Neither
the Company nor any of its Subsidiaries is subject to any order or decree of any governmental authority under any Environmental Laws, which order or decree would reasonably be
likely to result in a Material Adverse Effect, nor is there any basis for such order or decree. 


    (c)  All
facilities located on the real property owned by the Company or its Subsidiaries on the date of closing which are subject to regulation by the Federal Resource
Conservation and Recovery Act, as in effect on the date hereof, are and, to the Company's Knowledge, have been operated, in material compliance with such Act and the Company (or its Subsidiary, as the
case may be) has not received or, to the Company's Knowledge, has not been threatened with, a notice of violation under such Act regarding such facilities which can reasonably be expected to have a
material adverse effect on the business, property or assets, condition (financial or other) or operations of the Company or the Company and its Subsidiaries taken as a whole, or the ability of the
Company to perform its obligations under this Agreement or the Notes. 


    (d)  Except
as disclosed in Exhibit 8Q, with respect to the real property owned by the Company (or the Facilities Subsidiary, as the case may be) on the date of
closing, there has not occurred to the Company's Knowledge (i) any Release of any Hazardous Substance in a Reportable Quantity, (ii) any discharge of any substance into ground, surface,
or navigable waters for which a notice of violation has been received or threatened under any federal, state or local laws, rules or regulations concerning water pollution, or (iii) any
assertion of any Lien pursuant to federal, state or local environmental law resulting from any use, spill, discharge or clean-up of any hazardous or toxic substance or waste, which
occurrence can reasonably be expected to have a material adverse effect on the business, property or assets, condition (financial or other) or operations of the Company or the Company and its
Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or the Notes. As used in this paragraph, the terms "Release," "Hazardous Substance," and
"Reportable Quantity" shall have the meanings assigned such terns under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) as in effect on the date thereof. 



 8R.  Disclosure  




    Neither this Agreement, the Registration Statement, the 1934 Act Reports nor any other document, certificate or statement furnished to the Purchasers by or on
behalf of the Company in writing, in connection herewith contains any untrue statement of a material fact or omits to state a material fact, in each case, as it relates to the Corporation, the Company
or its Subsidiaries or the stock and assets of the subsidiaries of Georgia-Pacific Corporation being acquired in the Merger, necessary in order to make the statements contained herein and therein not
misleading. There is no fact peculiar to the Company which materially adversely affects or in the future may (so far as the Company can now reasonably foresee) materially adversely affect the
business, property or assets, condition or results of operations of the Company and which has not been set forth in this Agreement, the Registration Statement, or the 1934 Act Reports or in the other
documents, certificates and 


26





 


statements in writing furnished to the Purchasers by or on behalf of the Company prior to the date hereof in connection with the transactions contemplated hereby. 



 8S.  Agreement of Merger  




    No material provision of the Agreement of Merger has been amended, nor compliance with any material provision thereof, or satisfaction of any material
condition to the Merger set forth therein, has been waived. 



 8T.  Margin Stock  




    The Company does not own or have any present intention of acquiring any "margin stock" as defined in Regulation U of the Board of Governors of the
Federal Reserve System (herein called "margin stock"). None of the proceeds of the sale of the Notes will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate,
of purchasing or carrying any margin stock or for the purpose of maintaining, reducing or retiring any indebtedness which was originally incurred to purchase or carry any stock that is currently a
margin stock or for any other purpose which might constitute this transaction a "purpose credit" within the meaning of such Regulation U. Neither the Company nor any agent acting on its behalf
has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal
Reserve System or to violate the Securities Exchange Act of 1934, as amended, in each case as in effect now or as the same may hereafter be in effect. 



9.  Representations of the Purchasers  


    Each Purchaser represents, and in making this sale to such Purchaser it is expressly understood and agreed between the Company and such Purchaser, that such
Purchaser is not acquiring the Notes hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of its
property shall at all times be and remain within its control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant
to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that
the Company is not required to register the Notes. Each Purchaser also represents that it is an "accredited investor" by reason of the provisions of clause (1), (3) or (7) of the
definition of that term in Regulation D under the Securities Act and that at least one of the following statements is an accurate representation as to each source of funds to be used by it to
pay the purchase price of the Notes purchased by it hereunder: 



    (a) such
Purchaser is an insurance company subject to state regulation and the source of the funds being used by such Purchaser to pay the purchase price of the Notes
being purchased by it hereunder is an "insurance company general account" within the meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12,
1995), and there is no employee benefit plan (treating as a single plan, all employee benefit plans maintained by the same employer or an affiliate (as defined in section V(a)(1) of such PTE)
of such employer or by the same employee organization) with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such employee benefit
plan exceeds ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed
with such Purchaser's state of domicile; or 


    (b) such
Purchaser is an insurance company subject to state regulation and to the extent that any part of the funds being used by it to pay the purchase price of the
Notes being purchased by it hereunder constitutes assets allocated to any separate account maintained by it, (i) such separate 



27





 


account is an "insurance company pooled separate account" within the meaning of PTE 90-1, in which case such Purchaser has disclosed to the Company the name of each employee benefit plan
whose assets in such separate account exceed 10% of the total assets or are expected to exceed 10% of the total assets of such account as of the date of such purchase (and for the purposes of this
subparagraph (b), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan), or (ii) such separate account contains only the assets of
a specific employee benefit plan, complete and accurate information as to the identity of which such Purchaser has delivered to the Company; or 


    (c) all
of the funds being used by such Purchaser to pay the purchase price of the Notes being purchased by it hereunder constitute assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or QPAM (within the meaning of Part V of the QPAM Exemption), no employee benefit
plan's assets which are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within
the meaning of section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM,
the conditions of Part I(g) of the QPAM Exemption are satisfied and the identity of such QPAM and the names of each employee benefit plan whose assets are included in such investment fund have
been disclosed to the Company; or 


    (d) such
Purchaser is not an insurance company and all or a portion of the funds to be used by it to pay the purchase price of the Notes being purchased by it hereunder
does not constitute assets of any employee benefit plan (other than a governmental plan exempt from the coverage of ERISA) and the remaining portion, if any, of such funds consists of funds which may
be deemed to constitute assets of one or more specific employee benefit plans, complete and accurate information as to the identity of each of which such Purchaser has delivered to the Company. 




    As
used in this paragraph 9, the terms "employee benefit plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in
section 3 of ERISA. 


28







   10. Definitions  


    For the purpose of this Agreement, the terms defined in paragraphs 1 and 2 shall have the respective meanings specified therein, and the following terms shall
have the meanings specified with respect thereto below. 



 10A.  Yield-Maintenance Terms  




    "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. 


    "Called
Principal" shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B (including partial prepayments made pursuant
to paragraphs 6B(5)(viii) and 6B(6)) or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires. 


    "Discounted
Value" shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on a
semiannual basis) equal to 50 basis points above the Reinvestment Yield with respect to such Called Principal. 


    "Reinvestment
Yield" shall mean, with respect to the Called Principal of any Note, the yield to maturity implied by (i) the yields reported, as of 10:00 a.m. (New York
City time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page PXl" in the Bloomberg Financial Markets Service (or such
other display as may replace Page PXl in the Bloomberg Financial Markets Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, including by way of interpolation,
(ii) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with
respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called Principal as
of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between reported yields. 


    "Remaining
Average Life" shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) which will elapse
between the Settlement Date with respect to such Called Principal and the stated maturity of such Note. 


    "Remaining
Scheduled Payments" shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after
the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date. 



    "Settlement
Date" shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B (including
partial prepayments made pursuant to paragraphs 6B(5)(viii) and 6B(6)) or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires. 


    "Yield-Maintenance
Premium" shall mean, with respect to any Note, a premium equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of
(i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date 


29





 


with respect to such Called Principal. The Yield-Maintenance Premium shall in no event be less than zero. 



 10B.  Other Terms  




    "Affiliate" shall mean any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Company, except a
Restricted Subsidiary. A Person shall be deemed to control a corporation or other entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management
and policies of such corporation or other entity, whether through the ownership of voting securities, by contract or otherwise. 


    "Agreement
of Merger" shall mean the Agreement and Plan of Merger, dated as of July 18, 2000, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
June 12, 2001 among the Corporation (the owner of 100% of the limited partnership interests in Company), Georgia-Pacific Corporation and six wholly-owned subsidiaries of Georgia-Pacific
Corporation. 


    "Assumption
Agreements" shall mean those certain Assumption Agreements executed as contemplated by (and in substantially the respective forms designated as Exhibits A, B, C and D to)
the Amendments to Senior Note Agreements dated as of January 15, 1999, or April 1, 1999, as applicable, as amended and restated from time to time, together with any Future Southern
Timber Assumption Agreements and any Assumption Agreements executed by the Mississippi Subsidiary in substantially the form of the Southern Timber Assumption Agreement, as the same may be amended and
restated from time to time. 


    "Available
Cash" shall mean, with respect to any calendar quarter; 



	(a)
	the
sum of:



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



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



	(iii)
	the
amount of any reduction in reserves of the Company of the types referred to in clause (b)(iv) below,



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



	(v)
	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 Debt of the type specified in clause (b)(i) below which was made in either of the two immediately preceding quarters, and



	(vi)
	other
Cash from Capital Transactions up to an aggregate for all quarters of $140,000,000, 









	less
	 (b) the sum of:



	(i)
	all
payments of principal on Debt made by the Company in such quarter (excluding any payments of principal on Debt 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),



	(ii)
	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 






30





 



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), 



	(iii)
	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,



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



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



	(vi)
	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 during such quarter pursuant to clause (i), (viii) or (ix) of paragraph 6B(3) (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 or payments on principal on Debt made by the Company during such quarter (excluding (A) 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 (B) the Investments made pursuant to the
Merger-Related Contributions), and



	(vii)
	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 clause (i), (viii) or (ix) of paragraph 6B(3) (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, other than any Investments made pursuant to the Merger-Related Contributions. 




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 (a)(i), (ii), (iii), (iv), (v) and (vi) above and all items under clauses (b)(i), (ii),
(iii), (iv), (v), (vi) and (vii) above shall be calculated on a consolidated basis with any Subsidiary of the Company whose income is accounted for on a consolidated basis with the
Company and, in accordance therewith, "Available Cash" shall include a percentage of each such item of each such Subsidiary equal to the Company's percentage ownership interest in such Subsidiary, 




31





 



provided, however, that the items under clauses (a)(i), (ii), (iii), (iv), (v) and (vi) 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 by such Subsidiary; (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 principles and, with
respect to any Subsidiary, by its Board of Directors (or by such other body or Person which has the ultimate management authority of such Subsidiary) in accordance with generally accepted accounting
principles; (iii) the net income of any Subsidiary shall be determined on an after-tax basis; (iv) the amount of any reductions in, or additions to, reserves for purposes of
clauses (a)(iii) and (b)(iv) 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, by
its Board of Directors (or by such other body or Person which has the ultimate management authority of such Subsidiary) 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 (b)(ii) or (b)(vi) 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, by its Board of Directors (or by such other body or Person
which has the ultimate management authority of such Subsidiary) in its reasonable good faith judgment. 





    "Bank
of America Revolving Credit Agreement" shall mean the revolving credit agreements between the Company, Bank of America, N.A., as Administrative Agent, and certain other lenders
pursuant to which the lenders thereunder provide credit facilities to the Company in an aggregate principal amount not to exceed $700,000,000 ($600,000,000 of Funded Debt and $100,000,000 pursuant to
a 364-day facility) and any extension, renewal, restatement, refunding or refinancing thereof, provided that such renewal, refunding or refinancing shall not contain terms which are any
materially less favorable to the holders of the Notes. 


    "Bankruptcy
Law" shall have the meaning specified in clause (viii) of paragraph 7A. 


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


    "Business
Day" shall mean any day other than a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Seattle, Washington are authorized or
required by law, regulation or executive order to be closed. 


    "Capital
Asset" shall mean 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
Lease Obligation" shall mean, with respect to any Person, any rental obligation which, under generally accepted accounting principles, is or will be required to be
capitalized on the books of such Person, taken at the amount thereof accounted for as indebtedness (net of interest expenses) in accordance with such principles. 


    "Capital
Transaction" shall mean (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 Corporation 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 


32





 


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
from Capital Transactions" shall mean 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. 


    "Code"
shall mean the Internal Revenue Code of 1986, as amended. 


    "Company's
Knowledge" or "Company's knowledge" shall mean the actual knowledge of the persons holding the following offices: 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 the offices and officers, 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. 


    "Consolidated
Total Assets" shall mean the total amount of all the assets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles. 


    "Corporation"
shall mean Plum Creek Timber Company, Inc., a Delaware corporation, and its successors. 


    A
"Cunit" is equal to 100 cubic feet of wood. For purposes of conversion of Timber in the Company's northwest region, one MMBF shall equal 2.1 MCCF. 


    "Current
Debt" shall mean, without duplication, any Debt payable on demand or within a period of one year from the date of the creation thereof, provided that any Debt shall be
treated as Funded Debt, regardless of its term, if such Debt is renewable at the option of the obligor pursuant to the terms thereof or of a revolving credit or similar agreement effective for more
than one year after the date of the creation of such Debt, or may be payable out of the proceeds of similar Debt pursuant to the terms of such Debt or of any such agreement. 


    "Debt"
shall mean, as to any Person, as of any date of determination, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement
obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii) 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, (iv) lease obligations of such Person which, in accordance with generally accepted accounting principles, should be
capitalized, (v) lease obligations of such Person under leases which have a term (including any option to renew exercisable at the discretion of the lessee thereunder) longer than
10 years, (vi) 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, and
(vii) any obligations of any other Person of the type described in the above clauses (i) through and including (vi), inclusive, which are guaranteed by such Person 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 products, materials or supplies or for any transportation or services regardless of the non-delivery or
nonfurnishing thereof, in any 


33





 


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. 


    "Default"
shall mean an event or condition, the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. 


    "Designated
Acres" shall mean up to an aggregate 400,000 acres, as such number of acres may be adjusted as hereafter provided, 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 acres to be determined over the term
of existence of this Agreement). The maximum number of Designated Acres as set forth above shall be adjusted from time to time as follows: (i) upon any acquisition of Timberlands made after the
date of the Merger, the maximum number of Designated Acres shall be increased by an amount equal to five percent (5%) of the aggregate acreage of Timberlands so acquired, and (ii) upon any
disposition or sale of Timberlands (other than a sale of Designated Acres) made after the date of the Merger, the maximum number of Designated Acres shall be decreased by an amount equal to five
percent (5%) of the aggregate acreage of Timberlands so disposed or sold, provided, however, in no event may the number of Designated Acres be decreased below the number of Designated Acres previously
sold as Designated Acres. 


    "Designated
Immaterial Subsidiary" shall mean 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 Debt 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 or Current Debt pursuant to
clause (ix) of paragraph 6B(2), 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, clause (ix) of paragraph 6B(3), 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 CFR 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. 


    "8.73%
Senior Note Agreements" shall mean the Note Agreements, dated as of August 1, 1994 and amended as of October 15, 1995, May 31, 1996, April 15, 1997,
January 15, 1999 and October 5, 2001 providing for the issuance and sale by the Company of its 8.73% Senior Notes to the purchasers listed in the schedule of purchasers attached thereto. 


    "8.73%
Senior Notes" shall mean the 8.73% Senior Notes due August 1, 2009 of the Company issued and sold pursuant to the 8.73% Senior Note Agreements. 


34





 


    "111/8% Senior Note Agreements" shall mean the Note Agreements, dated as of May 31, 1989 and amended as of January 1, 1991, April 22, 1993,
September 1, 1993, May 20, 1994, May 31, 1996, April 15, 1997, January 15, 1999 and October 5, 2001 providing for the issuance and sale by the Company of its
111/8% Senior Notes to the purchasers listed in the schedule of purchasers attached thereto. 


    "111/8%
Senior Notes" shall mean the 111/8% Senior Notes due June 8, 2007 of the Company issued and sold pursuant to the 111/8%
Senior Note Agreements. 


    "Environmental
Laws" shall mean federal, state, local and foreign laws, rules or regulations relating to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation,
air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants,
chemicals or industrial, toxic or hazardous substances or wastes. 


    "ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. 


    "Event
of Default" shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving
of notice, or the lapse of time, or the happening of any further condition, event or act. 


    "Facilities
Operating Subsidiaries" shall mean Marketing, Holding and the New Subsidiaries and "Facilities Operating Subsidiary" shall mean one of them. 


    "Facilities
Subsidiary" shall mean, collectively, Manufacturing, Marketing, Holding, the New Subsidiaries and any other Subsidiary of Manufacturing satisfying the requirements of
clause (ii) of the definition of Wholly-Owned Subsidiary contained herein. 


    "Facilities
Subsidiary's Facility" shall mean any facility pursuant to which Manufacturing may incur Debt 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" shall mean any facility pursuant to which Manufacturing or any of its Subsidiaries which is a Restricted Subsidiary may obtain
revolving credit, takedown credit, the issuance of standby and payment letters of credit and backup for the issuance of commercial paper. 



    "Funded
Debt" shall mean, without duplication, any Debt payable more than one year from the date of the creation thereof. 


    "Future
Southern Timber Assumption Agreement" means any assumption agreement that is contemplated by paragraph 2, clause (b)(ii) of the Southern Timber Assumption
Agreement. 


    "General
Partner" shall mean Plum Creek Timber I, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware, and its successors and assigns as
General Partner of the Company. 



    "Guarantee"
shall mean the guarantee in paragraph 7 of the Mortgage Note Agreements. 


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


    "Investment
Policy" shall mean the Corporate Investment Policy of the Company, as it exists on April 5, 1993 and as attached hereto as Schedule 10B(1). 


    "Investments"
shall have the meaning specified in paragraph 6B(3). 


35





 


    "Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien 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). 


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


    "Manufacturing"
shall mean Plum Creek Manufacturing, L.P., a Delaware limited partnership. 


    "Marketing"
shall mean Plum Creek Marketing, Inc., a Delaware corporation. 


    "Material
Adverse Effect" shall mean a material adverse effect on (a) the business, operations, affairs, condition (financial or other), assets or properties of the Company or
of the Company and its Restricted Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the validity or
enforceability of this Agreement or the Notes. 


    "Material
Default" shall mean 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 or the
General Partner from any holder of any Note, or any continuing Event of Default. 


    "Maximum
Pro Forma Annual Interest Charges" shall mean, 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 October 1, 2013 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 Debt 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 Debt 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 Debt 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 Debt outstanding on such date which is guaranteed or in effect guaranteed by the Company or any Restricted Subsidiaries), after giving effect to any Debt
proposed to be created on such date and to the concurrent retirement of any other Debt. 


    "Merger"
shall mean the merger of certain subsidiaries of Georgia-Pacific Corporation with and into the Corporation, as described in the Agreement of Merger. 


    "Merger-Related
Contributions" shall mean the contributions of the stock of Plum Creek Investment Company and Highland Resources Inc. by the Company to a Facilities Subsidiary
and the contribution of certain Timberlands not in excess of 1.1 million acres in the aggregate located in the states of Mississippi and Louisiana and acquired in connection with the Merger to
the Mississippi Subsidiary and Louisiana Subsidiary. 


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


    "MCCF"
shall mean one thousand Cunits. 


    "MMBF"
shall mean one million Board Feet. 


36





 


    "Mortgage Note Agreements" shall mean the Note Agreements, dated as of May 31, 1989 and amended as of January 1, 1991, April 22, 1993, September 1, 1993,
May 20, 1994, June 15, 1995, May 31, 1996, April 15, 1997, January 15, 1999 and October 5, 2001 providing for the issuance and sale of $160,000,000 original
aggregate principal amount of the 111/8% First Mortgage Notes of the Facilities Subsidiary to the purchasers listed in the schedule of purchasers attached thereto. 


    "Mortgage
Noteholder" shall mean and include each holder from time to time of a Mortgage Note issued under the Mortgage Note Agreements. 


    "Mortgage
Notes" shall mean the 111/8% First Mortgage Notes of the Facilities Subsidiary issued and sold pursuant to the Mortgage Note Agreements. 



    "Multiemployer
Plan" shall mean any Plan which is a "multiemployer plan" (as such term is defined in section 4001 (a)(3) of ERISA). 


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


    "1934
Act Reports" is defined in paragraph 8F(b). 


    "Officers'
Certificate" shall mean, as to any corporation, a certificate executed on its behalf by the Chairman of the Board of Directors (if an officer) or its President or one of
its Vice Presidents and its Treasurer, or Controller or one of its Assistant Treasurers or Assistant Controllers, and, as to any partnership, a certificate executed on behalf of such partnership by
its general partner in a manner which would qualify such certificate as an Officers' Certificate of such general partner hereunder. 


    "Other
Senior Notes" shall mean the Company's outstanding (a) 8.73% Senior Notes due August 1, 2009, (b) 111/8% Senior Notes due June 8,
2007, (c) Senior Notes, Series A, B, C and D due November 13, 2006, 2008, 2011 and 2016, respectively, and (d) Senior Notes, Series E, F and G due
February 12, 2007, 2009 and 2011, respectively. 


    "Partnership
Agreement" shall mean the Agreement of Limited Partnership of the Company, as in effect at the date of closing, and as the same may, from time to time, be amended,
modified or supplemented in accordance with the terms thereof. 


    "PBGC"
shall mean the Pension Benefit Guaranty Corporation or any governmental authority succeeding to any of its functions. 


    "Permitted
Business" shall mean any business engaged in by the Company or the Facilities Subsidiary immediately following the Merger, 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. 



    "Person"
shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a government or
any department or agency thereof. 


    "Plan"
shall mean an "employee benefit plan" (as defined in section 3(3) of ERISA) which is or has been established or maintained, or to which contributions are or have been
made, by the Company, any of its Subsidiaries or any Related Person or with respect to which the Company, any of its Subsidiaries or any Related Person may have any liability. 


    "Pro
Forma Free Cash Flow" shall mean as of any date (i) net income of the Company and its Restricted Subsidiaries on a 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 


37





 


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 generally accepted accounting principles plus depreciation, depletion, amortization and other noncash
charges, interest expense on Debt, 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 the 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
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. 


    "Qualified
Debt" shall mean, as to the Company, as of any date of determination, without duplication, all outstanding indebtedness of the Company for borrowed money, including,
without limitation, Debt represented by the Notes and the Other Senior Notes. 


    "Related
Person" shall mean, as of any date of determination, any trade or business, whether or not incorporated, which, together with the Company or any of its Subsidiaries, is
treated as a single employer under section 414(b) or (c) of the Code or the regulations promulgated thereunder. 


    "Required
Holder(s)" shall mean the holder or holders of greater than 50% of the aggregate principal amount of the Notes from time to time outstanding. 


    "Responsible
Officer" means the chief executive officer, the president or any vice president of the General Partner, or any other officer having substantially the same authority and
responsibility; or, with respect to compliance with financial covenants, the chief financial officer or the treasurer of the General Partner, or any other officer having substantially the same
authority and responsibility. 


    "Responsible
Representatives" shall mean (a) in the case of any transaction in which the value of any assets disposed of or received have a value of less than $5,000,000 or in
which payments made are less than $5,000,000, the chief executive officer, chief financial officer or chief operating officer of the Company, and (b) in the case of any other transaction, the
Board of Directors of the General Partner. 


    "Restricted
Payment" shall mean (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 


38





 


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" shall mean any Wholly-Owned Subsidiary other than any Designated Immaterial Subsidiary. 


    "Revolving
Credit Facility" shall mean any facility pursuant to which the Company may obtain revolving credit, take-down credit, the issuance of standby and payment
letters of credit and back-up for the issuance of commercial paper. 


    "Securities
Act" shall mean the Securities Act of 1933, as amended. 


    "Series D
Notes" shall mean the Company's 8.05% Senior Notes Due November 13, 2016, Series D, outstanding in the original aggregate principal amount of
$25,000,000. 


    "Significant
Holder" shall mean (i) each Purchaser named in Schedule I to this Agreement, so long as it shall hold (or be committed under this Agreement to purchase) any
Note, and (ii) any other insurance company, bank, financial institution, public or governmental retirement or pension fund or other similar institutional holder of Notes, whether acting for
itself or in a trust, agency or other fiduciary capacity. 


    "Southern
Timber Assumption Agreement" means that certain Assumption Agreement executed by the Louisiana Subsidiary as contemplated by (and in substantially the form of
Exhibit D to) the Amendments to Senior Note Agreements dated as of January 15, 1999 and April 1, 1999, as applicable, as the same may be amended and restated from time to time. 



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


    "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 Corporation's Annual Report on Form 10-K as filed with the Securities and Exchange Commission 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). 


    "Tangible
Assets" shall mean assets other than assets that would be classified as intangible assets under generally accepted accounting principles. 


    "Timber"
shall mean standing trees not yet harvested. 


    "Timberlands"
shall mean the timberlands owned by the Company or any of its Subsidiaries as of the date of closing and any timberlands acquired by the Company or any Subsidiary after
the date of closing. 


    "Ton"
shall mean 2,000 pounds of green saw logs and pulpwood. For purposes of conversion of Timber in the Company's Maine timberlands, one million Tons shall equal 355 MCCF. 


    "Transferee"
shall mean any direct or indirect transferee of all or any part of any Note purchased by the Purchasers under this Agreement. 


    "Voting
Stock" shall mean, with respect to any corporation or other entity, any shares of 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 


39





 


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" shall mean any Subsidiary organized under the laws of any state of the United States of America which conducts the major portion of its business in the
United States of America and (i) in the case of any Subsidiary, all the stock and other ownership interests of which are owned by the Company either directly or indirectly through Wholly-Owned
Subsidiaries (other than Manufacturing 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) Manufacturing 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 Manufacturing),
(y) Holding provided that (1) Holding shall engage in no business except the ownership of its Subsidiaries, (2) all the outstanding stock and ownership interests thereof are owned
by the Company either directly or indirectly through Manufacturing, and (z) any other Subsidiary of Manufacturing, 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). 


11. Intentionally Deleted  


12. Miscellaneous  



 12A.  Note Payments  




    The Company agrees that, so long as any Purchaser shall hold any Note, it will make payments of principal thereof and premium, if any, and interest thereon,
which comply with the terms of this Agreement, by wire or electronic funds transfer of immediately available funds for credit to such Purchaser's account or accounts as specified in the
Schedule I attached hereto, or such other account or accounts in the United States as such Purchaser may designate in writing, notwithstanding any contrary provision herein or in any Note with
respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made
thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 12A to any Transferee which shall have made the same agreement as
the Purchasers has made in this paragraph 12A. 



 12B.  Expenses  




    Whether or not the transactions contemplated by this Agreement shall be consummated, the Company will pay and will indemnify and hold each Purchaser and each
holder of any Notes harmless in respect of all reasonable expenses in connection with such transactions and in connection with any amendments, consents or waivers (whether or not the same become
effective) under or in respect of this Agreement or the Notes, including: (a) the cost and expenses of preparing and reproducing this Agreement or the Notes, of furnishing all opinions by
counsel for the Company and all other opinions referred to herein (including any opinions requested by O'Melveny & Myers LLP (or another firm selected by the Purchasers and the other holders as
Purchasers' special counsel) as to any legal matter arising hereunder) and all certificates on behalf of the Company or any of its Subsidiaries or Affiliates, and of the performance of and compliance
with all agreements and conditions contained herein on the part of the Company to be performed or complied with, (b) the cost of delivering to each Purchaser's principal office, insured to its
satisfaction, the Notes sold to it hereunder and any Notes delivered to it upon any substitution of Notes pursuant to paragraph 12E and of its delivering any Notes, insured to its satisfaction,
upon any such substitution, (c) the reasonable fees, expenses and disbursements of Purchasers' special counsel in connection with such transactions and any such amendments or waivers
(whether or not such amendments or waivers become effective), (d) the reasonable out-of-pocket expenses incurred by such Purchaser in connection with such transactions
(including the costs and 


40





 


expenses incurred in connection with obtaining a private placement number) and any such amendments or waivers and (e) the cost and expenses, including attorneys' fees, incurred by each
Purchaser or any Transferee in enforcing any rights under this Agreement or the Notes or in responding to any subpoena or any other legal process issued in connection with this Agreement or the
transactions contemplated hereby or thereby or by reason of any Purchaser or any Transferee's having acquired any Note (as to any Person, other than under circumstances in which such Person has
contravened the understanding contained in the second sentence of paragraph 9), including without limitation costs and expenses incurred in any bankruptcy case. The Company shall have no
obligation to pay any legal fees incurred by any Purchaser or any other holder other than the reasonable fees of special counsel for the Purchasers and the other holders. The Company also will pay,
and will indemnify and hold each Purchaser and each holder of any Notes harmless from, all claims in respect of the fees, if any, of brokers and finders (unless engaged by any Purchaser) and any and
all liabilities with respect to any and all taxes including interest and penalties which may be payable in respect of the execution, delivery, filing or recording of this Agreement, the issuance of
the Notes and any amendment, consent or waiver under or in respect of this Agreement or the Notes. In furtherance of the foregoing, on the date of closing the Company will pay the fees and
disbursements of O'Melveny & Myers LLP, Purchasers' special counsel, which are reflected as unpaid in the statement of Purchasers' special counsel delivered to the Company on or prior to the
date of closing. The obligations of the Company under this paragraph 12B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or any Transferee and the
payment of any Note. 



 12C.  Consent to Amendments  




    This Agreement (including, without limitation, paragraph 5, paragraph 6 and clauses (iii) through (xvii) of paragraph 7A)
may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent (the "Required
Consent") to such amendment, action or omission to act, of the Required Holder(s). Notwithstanding the foregoing, without the written consent of the holder or holders of all Notes at the time
outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate or time of payment of any scheduled payment of principal pursuant to
paragraph 4B or payment of interest or any premium payable with respect to, any Note, or alter or amend the right of any Significant Holder to declare all of the Notes held by such Significant
Holder to be due and payable in accordance with the provisions of paragraph 7A, or change the proportion of the principal amount of the Notes required with respect to any consent. Each holder
of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 12C, whether or not such Note shall have been marked to indicate such consent, but
any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may
from time to time be amended or supplemented. 



 12D.  Solicitation of Holders of Notes  




    The Company will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the
Notes unless each holder of any Note shall concurrently be informed thereof in writing by the Company and shall be afforded the opportunity to consider the same and shall be supplied by the Company
with sufficient information to enable it to make an informed decision with respect thereto. Executed or true and correct copies of any waiver or consent effected pursuant to the provisions of
paragraph 12C shall be delivered by the Company to each holder of outstanding Notes forthwith following the date on which the same shall have been executed and delivered by the holder or
holders of the requisite percentage of outstanding Notes. In 


41





 


the event that the holder of a Note is a nominee for another Person, any request for such amendment, waiver or consent shall be delivered to both the nominee and such other Person, and, if acceptable
to such other Person, such amendment, waiver or consent shall be executed by such other Person. The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way
of supplemental or additional interest, fee or otherwise, to any holder of any Note as consideration for or as an inducement to the entering into by any such holder of any Note of any waiver or
amendment of any of the terms and provisions of this Agreement or the Notes unless such remuneration is concurrently paid, on the same terms, ratably to each holder of the then outstanding Notes. 



 12E.  Form, Registration, Transfer and Exchange of Notes; Lost Notes  




    The Notes are issuable as registered notes without coupons in minimum denominations equal to the lesser of (a) $1,000,000 and (b) the aggregate
principal amount of Notes purchased by each Purchaser hereunder (the "Minimum Note Amount"). The Company shall keep at its principal office a register in which the Company shall provide for the
registration of Notes and of transfers of Notes. In the event that the holder is a nominee for another Person (and such fact is known to the Company), the name and address of such other Person shall
also be noted on the register. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new
Notes of like series and tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees, provided that no transfer shall be made to any Transferee engaged in
a Permitted Business or to a Transferee which does not acquire Notes in a principal amount equal to not less than the lesser of the Minimum Note Amount or the entire principal amount of the Notes
owned by the transferor thereof, and no holder shall transfer any Notes if thereafter such holder retains ownership of Notes and the aggregate principal amount retained is less than the Minimum Note
Amount. At the option of the holder of any Note, such Note may be exchanged for other Notes of like series and tenor and of any authorized denominations, of a like aggregate principal amount, upon
surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense,
execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by
a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer
thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any
such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or
destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new
Note, of like series and tenor, in lieu of the lost, stolen, destroyed or mutilated Note. 



 12F.  Persons Deemed Owners; Participations  




    Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered as the owner and holder of such
Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the
Company shall not be affected by notice to the contrary. The Purchasers may without the consent of the Company sell participations in principal amounts of not less than the Minimum Note Amount or, in
the case of any sale by a holder holding Notes in an aggregate principal amount less than the Minimum Note Amount, such aggregate principal amount of Notes so held, to one or more Persons who agree to
be bound by the provisions of paragraph 12J in all or a portion of its rights in the Note or Notes held by it. 


42





 

 12G.  Non-Recourse Nature of Liability  




    Notwithstanding anything to the contrary contained in this Agreement, each Purchaser hereby acknowledges and agrees that neither the General Partner nor any
general partner or limited partner, stockholder, officer, employee, servant, controlling Person, executive, director or agent, as such, of the General Partner, nor any past, present or future general
partner or limited partner, as such, of the General Partner, shall have any liability to such Purchaser or any Transferee (such liability, including such as may arise by operation of law, being hereby
expressly waived) for the payment of any sums now or hereafter owing by the Company under this Agreement or under the Notes or for the performance of any of the obligations of the Company contained
herein. 



 12H.  Survival of Representations and Warranties; Entire Agreement  




    All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and
delivery of this Agreement and the Notes, the transfer by the Purchasers of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee,
regardless of any investigation made at any time by or on behalf of the Purchasers or any Transferee. All representations, warranties and covenants contained herein made by the Purchasers or any
holder shall survive the execution and delivery of this Agreement and the Notes, and may be relied upon by the Company and its successors and assigns. No holder of any Notes (including the Purchasers)
shall be responsible for the truth, correctness or performance of the representations or warranties of any other holder (including any Transferee). Subject to the preceding sentences, this Agreement
and the Notes embody the entire agreement and understanding between the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 



 12I.  Successors and Assigns  




    All covenants and other agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not. 



 12J.  Disclosure to Other Persons  




    Each Purchaser severally agrees to use its best efforts to keep any information (other than information which has become public information) delivered or made
available by the Company or the General Partner to the Purchasers (including any information obtained pursuant to paragraph 5A or 5B) in connection with or pursuant to this Agreement which is
proprietary in nature and clearly indicated to be confidential information, confidential from any one other than Persons employed or retained by the Purchasers who are or are expected to become
engaged in evaluating, approving, structuring or administering the Notes; provided that nothing herein shall prevent any holder of any Notes from disclosing such information to (i) such
holder's trustees, directors, officers, employees, agents and professional consultants, (ii) any other holder of any Notes, (iii) any Person to whom such holder offers to sell such Note
or any part thereof which has agreed in writing to be bound by the provisions of this paragraph 12J, (iv) any Person to whom such holder sells or offers to sell a participation in all or
any part of such Notes who has agreed in writing to be bound by the provisions of this paragraph 12J, (v) any federal or state regulatory authority having jurisdiction over such holder,
(vi) the National Association of Insurance Commissioners or any similar organization or (vii) any other Person to whom such delivery or disclosure may be necessary or appropriate
(a) in compliance with any law, rule, regulation or order applicable to such holder, (b) in response to any subpoena or other legal process, (c) in connection with any litigation
to which such holder is a party or (d) in order to protect such
holder's investment in such Note to the extent reasonably required in connection with the exercise of any remedy hereunder. 


43





 

 12K.  Notices  




    All written communications provided for hereunder shall be sent by first class mail, if promptly confirmed by facsimile transmission (to the extent the
recipient has provided a facsimile telephone number) and by telephone, or nationwide overnight delivery service (with charges prepaid) and (i) if to the Purchasers, addressed to the address
specified for such communications in Schedule I attached hereto, or at such other address as each Purchaser shall have specified to the Company in writing, (ii) if to any other holder of
any Note, addressed to such other holder at such address as such other holder shall have specified to the Company in writing or, if any such other holder shall not have so specified an address to the
Company, then addressed to such other holder in care of the last holder of such Note which shall have so specified an address to the Company, and (iii) if to the Company, addressed to it at 999
Third Avenue, Suite 2300, Seattle, Washington 98104, or at such other address as the Company shall have specified to the holder of each Note in writing; provided, however, that any such communication
to the Company may also, at the option of the holder of any Note, be delivered by any other means either to the Company at its address specified above or to any officer of the Company. 



 12L.  Descriptive Headings  




    The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 



 12M.  Substitution of Purchaser  




    Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes which such Purchaser has agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in paragraph 9. Upon receipt of such notice, wherever the word "Purchaser" is used
in this Agreement (other than in this paragraph 12M), such word shall be deemed to refer to such Affiliate in lieu of such Purchaser. In the event such Affiliate is so substituted as a
Purchaser hereunder and such Affiliate thereafter transfers to such Purchaser all of
the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word "Purchaser" is used in this Agreement (other than in paragraph 12M), such word
shall no longer be deemed to refer to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of an original holder of the Notes under this Agreement. 



 12N.  Satisfaction Requirement  




    If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to the
Purchasers or to the Required Holder(s), the determination of such satisfaction shall be made by the Purchasers or the Required Holder(s), as the case may be, in the sole and exclusive judgment
(exercised in good faith) of the Person or Persons making such determination. 



 12O.  Governing Law  




    This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the law of the State of New York. 


44





 

 12P.  Counterparts  




    This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such counterpart. 



 12Q.  Severability  




    Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to
the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 


    The
execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes herein above set forth. 



	 	 	Very truly yours,
	

 	
 	

PLUM CREEK TIMBERLANDS, L.P., a

Delaware limited partnership
	

 	
 	

By:	
 	

Plum Creek Timber I, L.L.C., a

Delaware limited liability company,

its General Partner
	

 	
 	

By:	
 	

Plum Creek Timber Company, Inc., a

Delaware corporation, its sole member







	

 	
 	

By:	
 	


	 	 	Name:	 	William R. Brown
	 	 	Title:	 	Executive Vice President and

Chief Financial Officer




45







 
The foregoing Agreement is accepted as of the date first above written 



	MINNESOTA LIFE INSURANCE COMPANY	 
	

By:	
 	

Advantus Capital Management, Inc.	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

AMERICAN FIDELITY ASSURANCE COMPANY	

 
	

By:	
 	

Advantus Capital Management, Inc.	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	

By:	
 	

Advantus Capital Management, Inc.	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

MTL INSURANCE COMPANY	

 
	

By:	
 	

Advantus Capital Management, Inc.	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




46





 


The foregoing Agreement is accepted as of the date first above written 



	AIG LIFE INSURANCE COMPANY	 
	

By:	
 	

AIG Global Investment Corp., as investment adviser
	By:	 	
	 
	  Name:    Gerald F. Herman	 
	

SUNAMERICA LIFE INSURANCE COMPANY	

 
	

By:	
 	

	

 
	Name:	 	Gerald F. Herman	 
	Title:	 	Authorized Signatory	 




47





 


The foregoing Agreement is accepted as of the date first above written 



	ALLIANCE CAPITAL MANAGEMENT CORPORATION	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




48





 


The foregoing Agreement is accepted as of the date first above written 



	THE HANOVER INSURANCE COMPANY	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




49





 


The foregoing Agreement is accepted as of the date first above written 



	ALLSTATE LIFE INSURANCE COMPANY	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

ALLSTATE LIFE INSURANCE COMPANY OF

NEW YORK	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




50





 


The foregoing Agreement is accepted as of the date first above written 



	IDS LIFE INSURANCE COMPANY	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




51





 


The foregoing Agreement is accepted as of the date first above written 



	THE CANADA LIFE ASSURANCE COMPANY	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




52





 


The foregoing Agreement is accepted as of the date first above written 



	CONNECTICUT GENERAL LIFE INSURANCE COMPANY	 
	

By:	
 	

CIGNA Investments, Inc. (authorized agent)	

 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




53





 


The foregoing Agreement is accepted as of the date first above written 



	CLARICA LIFE INSURANCE COMPANY—U.S.	 
	

By:	
 	

	

 
	Name:	 	
	 
	Title:	 	
	 




54







 
    The foregoing Agreement is accepted as of the date first above written 



	

GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

GE EDISON LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

FIRST COLONY LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

GE LIFE AND ANNUITY ASSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

GE GROUP ADMINISTRATORS, INC.	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

GE GROUP LIFE ASSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 



55





 

	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

GOLDEN AMERICA LIFE INSURANCE COMPANY

By: ING Investment Management LLC	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

NORTHERN LIFE INSURANCE COMPANY

By: ING Investment Management LLC	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 



56





 

	

RELIASTAR LIFE INSURANCE COMPANY

By: ING Investment Management LLC	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

JEFFERSON-PILOT LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 



57





 

	
  JOHN HANCOCK LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

INVESTORS PARTNER LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

SIGNATURE 5 L.P.

By: John Hancock Life Insurance Company,

as Portfolio Advisor	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

LUTHERAN BROTHERHOOD	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 



58





 

	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

METROPOLITAN LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

METROPOLITAN INSURANCE AND ANNUITY COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

MODERN WOODMEN OF AMERICA	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

MONY LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 



59





 

	

The foregoing Agreement is accepted as of the date first above written	
 	

 
	

NATIONAL LIFE INSURANCE COMPANY	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 
	

LIFE INSURANCE COMPANY OF THE SOUTHWEST	
 	

 
	

 	
 	

 	
 	

 
	By:	 	 	 	 
	 	 	
	 	 
	Name:	 	 	 	 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 




60







 
    The foregoing Agreement is accepted as of the date first above written 



	

NATIONWIDE LIFE INSURANCE

COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

NATIONWIDE LIFE AND ANNUITY

INSURANCE COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

NATIONWIDE MUTUAL

INSURANCE COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




61





 


    The foregoing Agreement is accepted as of the date first above written 



	

NEW YORK LIFE INSURANCE

COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

NEW YORK LIFE INSURANCE

AND ANNUITY CORPORATION	
 	

 
	

By:	
 	

New York Life Investment Management, LLC,	
 	

 
	Its:	 	Investment Manager	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




62





 


    The foregoing Agreement is accepted as of the date first above written 



	

THE OHIO NATIONAL LIFE INSURANCE

COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




63





 


    The foregoing Agreement is accepted as of the date first above written 



	

PACIFIC LIFE INSURANCE COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




64





 


    The foregoing Agreement is accepted as of the date first above written 



	

PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation	
 	

 
	

By:	
 	

Principal Capital Management, LLC	
 	

 
	 	 	a Delaware limited liability company,	 	 
	 	 	its authorized signatory	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




65





 


    The foregoing Agreement is accepted as of the date first above written 



	

CGU LIFE INSURANCE COMPANY OF AMERICA, a Delaware corporation	
 	

 
	

By:	
 	

Principal Capital Management, LLC	
 	

 
	 	 	a Delaware limited liability company,	 	 
	 	 	its attorney in fact	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




66





 


    The foregoing Agreement is accepted as of the date first above written 



	

PROVIDENT MUTUAL LIFE INSURANCE

COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




67





 


    The foregoing Agreement is accepted as of the date first above written 



	

THE PRUDENTIAL INSURANCE

COMPANY OF AMERICA	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	Vice President	 	 




68





 


    The foregoing Agreement is accepted as of the date first above written 



	

SECURITY FINANCIAL LIFE INSURANCE

CO.	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




69





 


    The foregoing Agreement is accepted as of the date first above written 



	

THE UNION CENTRAL LIFE INSURANCE

COMPANY	
 	

 
	

By:	
 	

Summit Investment Partners, LLC	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




70





 


    The foregoing Agreement is accepted as of the date first above written 



	

TEACHERS INSURANCE AND ANNUITY

ASSOCIATION OF AMERICA	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




71





 


    The foregoing Agreement is accepted as of the date first above written 



	

THE TRAVELERS INSURANCE COMPANY	
 	

 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




72





 


    The foregoing Agreement is accepted as of the date first above written 



	

UNUM LIFE INSURANCE COMPANY

OF AMERICA	
 	

 
	

By:	
 	

Provident Investment Management, LLC	
 	

 
	Its:	 	Agent	 	 
	

By:	
 	

	
 	

 
	Name:	 	
	 	 
	Title:	 	
	 	 




73










PLUM CREEK TIMBERLANDS, L.P.  


 $500,000,000 Senior Notes  


6.96% Senior Notes due 2006, Series H—$55,000,000

7.25% Senior Notes due 2008, Series I—$75,000,000

7.66% Senior Notes due 2011, Series J—$295,000,000

7.76% Senior Notes due 2013, Series K—$75,000,000 


SENIOR NOTE AGREEMENT  


Dated as of October 9, 2001  










  



Plum Creek Timberlands, L.P.

$500,000,000 Senior Notes

Senior Note Agreement

October 9, 2001  


 
  TABLE OF CONTENTS    
    



	 
	 	 
	 	 
	 	Page

	1.	 	Authorization of Issue of Notes	 	1
	

2.	
 	

Issuance of Notes	
 	

1
	

3.	
 	

Conditions of Closing	
 	

2
	

 	
 	

3A.	
 	

Opinion of Company's General Counsel	
 	

2
	

 	
 	

3B.	
 	

Representations and Warranties; No Default	
 	

2
	

 	
 	

3C.	
 	

Insurance	
 	

2
	

 	
 	

3D.	
 	

Proceedings	
 	

2
	

 	
 	

3E.	
 	

Agreement of Merger; Contribution of Assets	
 	

2
	

 	
 	

3F.	
 	

Sale of Notes to all Purchasers	
 	

2
	

 	
 	

3G.	
 	

Purchase Permitted by Applicable Laws	
 	

3
	

 	
 	

3H.	
 	

Assumption by Louisiana Subsidiary and Mississippi Subsidiary	
 	

3
	

 	
 	

3I.	
 	

Special Counsel's Fees	
 	

3
	

 	
 	

3J.	
 	

Opinion of Purchasers' Special Counsel	
 	

3
	

4.	
 	

Prepayments and Acquisitions of Notes; Payment on Business Days; Interest Rate Adjustment	
 	

3
	

 	
 	

4A.	
 	

Prepayments	
 	

3
	

 	
 	

4B.	
 	

Optional Prepayment With Yield-Maintenance Premium	
 	

3
	

 	
 	

4C.	
 	

Notice of Optional Prepayment	
 	

4
	

 	
 	

4D.	
 	

Partial Payments Pro Rata	
 	

4
	

 	
 	

4E.	
 	

Retirement of Notes	
 	

4
	

 	
 	

4F.	
 	

Payments on Business Days	
 	

4
	

5.	
 	

Affirmative Covenants	
 	

4
	

 	
 	

5A.	
 	

Financial Statements	
 	

4
	

 	
 	

5B.	
 	

Inspection of Property	
 	

6
	

 	
 	

5C.	
 	

Covenant to Secure Notes Equally	
 	

7
	

 	
 	

5D.	
 	

Partnership, Limited Liability Company and Corporate Existence, Etc.	
 	

7
	

 	
 	

5E.	
 	

Payment of Taxes and Claims	
 	

7
	

 	
 	

5F.	
 	

Compliance with Laws, Etc.	
 	

7



i





 

	

 	
 	

5G.	
 	

Maintenance of Properties; Insurance	
 	

8
	

6.	
 	

Negative Covenants	
 	

8
	

 	
 	

6A.	
 	

Restricted Payments	
 	

8
	

 	
 	

6B.	
 	

Lien, Indebtedness and Other Restrictions	
 	

9
	

 	
 	

 	
 	

6B(1)  Liens	
 	

9
	

 	
 	

 	
 	

6B(2)  Debt	
 	

10
	

 	
 	

 	
 	

6B(3)  Loans, Advances, Investments and Contingent Liabilities	
 	

12
	

 	
 	

 	
 	

6B(4)  Sale of Stock and Debt of Subsidiaries	
 	

13
	

 	
 	

 	
 	

6B(5)  Merger and Sale of Assets	
 	

13
	

 	
 	

 	
 	

6B(6)  Harvesting Restrictions	
 	

14
	

 	
 	

 	
 	

6B(7)  Sale and Lease-Back	
 	

15
	

 	
 	

 	
 	

6B(8)  Certain Contracts	
 	

15
	

 	
 	

 	
 	

6B(9)  Transactions with Affiliates	
 	

16
	

 	
 	

6C.	
 	

Conduct of Business	
 	

16
	

 	
 	

6D.	
 	

Issuance of Stock by Subsidiaries	
 	

16
	

7.	
 	

Events of Default	
 	

17
	

 	
 	

7A.	
 	

Acceleration	
 	

17
	

 	
 	

7B.	
 	

Other Remedies	
 	

20
	

8.	
 	

Representations, Covenants and Warranties	
 	

20
	

 	
 	

8A.	
 	

Organization	
 	

20
	

 	
 	

8B.	
 	

General Partner Net Worth	
 	

20
	

 	
 	

8C.	
 	

Ownership and Subsidiaries	
 	

20
	

 	
 	

8D.	
 	

Corporation	
 	

21
	

 	
 	

8E.	
 	

Qualification	
 	

21
	

 	
 	

8F.	
 	

Business; Financial Statements	
 	

21
	

 	
 	

8G.	
 	

Changes, etc.	
 	

22
	

 	
 	

8H.	
 	

Tax Returns and Payments	
 	

22
	

 	
 	

8I.	
 	

Franchises, Licenses, Agreements, etc.	
 	

22
	

 	
 	

8J.	
 	

Actions Pending	
 	

23
	

 	
 	

8K.	
 	

Title to Properties	
 	

23
	

 	
 	

8L.	
 	

Compliance with Other Instruments, etc.	
 	

23
	

 	
 	

8M.	
 	

Governmental Consent	
 	

23
	

 	
 	

8N.	
 	

Offering of Notes	
 	

23



ii





 

	

 	
 	

8O.	
 	

ERISA	
 	

24
	

 	
 	

8P.	
 	

Status Under Certain Federal Statutes	
 	

25
	

 	
 	

8Q.	
 	

Environmental Matters	
 	

25
	

 	
 	

8R.	
 	

Disclosure	
 	

26
	

 	
 	

8S.	
 	

Agreement of Merger	
 	

27
	

 	
 	

8T.	
 	

Margin Stock	
 	

27
	

9.	
 	

Representations of the Purchasers	
 	

27
	

10.	
 	

Definitions	
 	

29
	

 	
 	

10A.	
 	

Yield-Maintenance Terms	
 	

29
	

 	
 	

10B.	
 	

Other Terms	
 	

30
	

11.	
 	

Intentionally Deleted	
 	

40
	

12.	
 	

Miscellaneous	
 	

40
	

 	
 	

12A.	
 	

Note Payments	
 	

40
	

 	
 	

12B.	
 	

Expenses	
 	

40
	

 	
 	

12C.	
 	

Consent to Amendments	
 	

41
	

 	
 	

12D.	
 	

Solicitation of Holders of Notes	
 	

41
	

 	
 	

12E.	
 	

Form, Registration, Transfer and Exchange of Notes; Lost Notes	
 	

42
	

 	
 	

12F.	
 	

Persons Deemed Owners; Participations	
 	

42
	

 	
 	

12G.	
 	

Non-Recourse Nature of Liability	
 	

43
	

 	
 	

12H.	
 	

Survival of Representations and Warranties; Entire Agreement	
 	

43
	

 	
 	

12I.	
 	

Successors and Assigns	
 	

43
	

 	
 	

12J.	
 	

Disclosure to Other Persons	
 	

43
	

 	
 	

12K.	
 	

Notices	
 	

44
	

 	
 	

12L.	
 	

Descriptive Headings	
 	

44
	

 	
 	

12M.	
 	

Substitution of Purchaser	
 	

44
	

 	
 	

12N.	
 	

Satisfaction Requirement	
 	

44
	

 	
 	

12O.	
 	

Governing Law	
 	

44
	

 	
 	

12P.	
 	

Counterparts	
 	

45
	

 	
 	

12Q.	
 	

Severability	
 	

45




iii





 
Attachments to Senior Note Agreement



	Schedule 1	 	—	 	Information With Respect to Purchasers
	Exhibit A	 	—	 	Form of Note
	Exhibit B	 	—	 	Form of Opinion of Company's General Counsel
	Exhibit C	 	—	 	Form of Opinion of Purchasers' Special Counsel
	Exhibit 3H	 	—	 	Form of Assumption Agreement
	Exhibit 6B(1)	 	—	 	Liens
	Exhibit 6B(3)	 	—	 	Investments
	Exhibit 8C	 	—	 	Subsidiaries
	Exhibit 8G	 	—	 	Material Transactions
	Exhibit 8J	 	—	 	Pending Actions
	Exhibit 8K	 	—	 	Property Title
	Exhibit 8Q	 	—	 	Environmental Matters
	Schedule 10B(1)	 	—	 	Investment Policy




iv





 


    An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break
will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. 


v






   SCHEDULE I  


INFORMATION RELATING TO PURCHASERS  



	Name of Purchaser
 
	 	Series of Notes

Purchased
	 	Aggregate Principal Amount of Notes to be Purchased
	 	Note Denomination

	1.	 	Advantus Capital Mangement, Inc.	 	 	 	$5,000,000 (Series I)

$2,000,000 (Series J)	 	 
	

 	
 	

A.	
 	

American Fidelity Assurance Company	
 	

Series I	
 	

 	
 	

$2,000,000 (Series I)
	

 	
 	

B.	
 	

Farm Bureau Life Insurance Company of Michigan	
 	

Series J	
 	

 	
 	

$1,000,000 (Series J)
	

 	
 	

C.	
 	

Minnesota Life Insurance Company	
 	

Series I	
 	

 	
 	

$3,000,000 (Series I)
	

 	
 	

D.	
 	

MTL Insurance Company	
 	

Series J	
 	

 	
 	

$1,000,000 (Series J)
	

2.	
 	

AIG	
 	

 	
 	

$12,000,000 (Series I)

$20,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

AIG Life Insurance Company	
 	

Series J	
 	

 	
 	

$7,000,000 (Series J)
	

 	
 	

B.	
 	

SunAmerica Life Insurance Company	
 	

Series I

Series J	
 	

 	
 	

$12,000,000 (Series I)

$13,000,000 (Series J)
	

3.	
 	

Alliance Capital	
 	

 	
 	

 	
 	

 
	

 	
 	

A.	
 	

The Equitable Life Assurance Society of the United States	
 	

Series J	
 	

$10,000,000	
 	

$10,000,000
	

4.	
 	

Allmerica Asset Management Company	
 	

 	
 	

$5,000,000	
 	

 
	

 	
 	

A.	
 	

The Hanover Insurance Company	
 	

Series J	
 	

 	
 	

$5,000,000 (Series J)
	

5.	
 	

Allstate Life Insurance Company	
 	

 	
 	

$10,000,000 (Series I)

$10,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

Allstate Life Insurance Company	
 	

Series I

Series J	
 	

 	
 	

$4,000,000 (Series I)

$4,000,000 (Series J)
	

 	
 	

B.	
 	

Allstate Life Insurance Company of New York	
 	

Series I

Series J	
 	

 	
 	

$4,000,000 (Series I)

$4,000,000 (Series J)
	

 	
 	

C.	
 	

Citibank	
 	

Series I

Series J	
 	

 	
 	

$2,000,000 (Series I)

$2,000,000 (Series J)
	

6.	
 	

American Express Financial Corporation—IDS	
 	

Series J	
 	

$14,000,000	
 	

$14,000,000
	

 	
 	

A.	
 	

IDS Life Insurance Company	
 	

 	
 	

 	
 	

 



1





 

	

7.	
 	

Canada Life Assurance Company	
 	

Series J	
 	

$5,000,000	
 	

$1,000,000

$1,100,000

$1,900,000

$1,000,000
	

8.	
 	

CIGNA Retirement and Investment Services	
 	

Series J	
 	

$7,000,000	
 	

$3,000,000

$3,000,000

$1,000,000
	

 	
 	

A.	
 	

Connecticut General Life Insurance Company	
 	

 	
 	

 	
 	

 
	

9.	
 	

Clarica Life Insurance Company—U.S.	
 	

Series I	
 	

$4,000,000	
 	

$4,000,000
	

10.	
 	

GE Financial Assurance	
 	

 	
 	

$15,000,000 (Series H)

$15,000,000 (Series I)

$10,000,000 (Series J)

$13,000,000 (Series K)	
 	

 
	

 	
 	

A.	
 	

General Electric Capital Assurance Company	
 	

Series H

Series I

Series K	
 	

 	
 	

$10,000,000 (Series H)

$5,000,000 (Series I)

$9,500,000 (Series K)
	

 	
 	

B.	
 	

GE Edison Life Insurance Company	
 	

Series I

Series J	
 	

 	
 	

$10,000,000 (Series I)

$5,000,000 (Series J)
	

 	
 	

C.	
 	

First Colony Life Insurance Company	
 	

Series J

Series K	
 	

 	
 	

$3,500,000 (Series K)

$3,000,000 (Series J)
	

 	
 	

D.	
 	

GE Life and Annuity Assurance Company	
 	

Series H	
 	

 	
 	

$5,000,000 (Series H)
	

 	
 	

E.	
 	

GE Group Administrators, Inc.	
 	

Series J	
 	

 	
 	

$1,000,000 (Series J)
	

 	
 	

F.	
 	

GE Group Life Assurance Company	
 	

Series J	
 	

 	
 	

$1,000,000 (Series J)
	

11.	
 	

Guardian Life Insurance Company	
 	

 	
 	

$11,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

Berkshire Life Insurance Company of America	
 	

Series J	
 	

 	
 	

$5,000,000 (Series J)
	

 	
 	

B.	
 	

The Guardian Life Insurance Company of America	
 	

Series J	
 	

 	
 	

$6,000,000 (Series J)
	

12.	
 	

ING Investment Management	
 	

 	
 	

$13,000,000 (Series J)

$13,000,000 (Series K)	
 	

 
	

 	
 	

A.	
 	

Golden American Life Insurance Company	
 	

Series J

Series K	
 	

 	
 	

$7,000,000 (Series J)

$12,000,000 (Series K)
	

 	
 	

B.	
 	

Northern Life Insurance Company	
 	

Series J	
 	

 	
 	

$6,000,000 (Series J)
	

 	
 	

C.	
 	

Reliastar Life Insurance Company	
 	

Series K	
 	

 	
 	

$1,000,000 (Series K)



2





 

	

13.	
 	

Jefferson-Pilot Life Insurance Company	
 	

 	
 	

$6,000,000 (Series I)

$4,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

Jefferson Pilot Financial Insurance Company	
 	

Series J	
 	

 	
 	

$4,000,000 (Series J)
	

 	
 	

B.	
 	

Jefferson-Pilot Life Insurance Company	
 	

Series I	
 	

 	
 	

$6,000,000 (Series I)
	

14.	
 	

John Hancock Life Insurance Company	
 	

 	
 	

$20,000,000 (Series J)

$20,000,000 (Series K)	
 	

 
	

 	
 	

A.	
 	

John Hancock Life Insurance Company	
 	

Series J

Series K	
 	

 	
 	

$11,500,000 (Series J)

$3,000,000 (Series J)

$1,000,000 (Series J)

$18,000,000 (Series K)

$2,000,000 (Series K)
	

 	
 	

B.	
 	

John Hancock Variable Life Insurance Company	
 	

Series J	
 	

 	
 	

$1,500,000 (Series J)
	

 	
 	

C.	
 	

Signature 5 L.P.	
 	

Series J	
 	

 	
 	

$3,000,000 (Series J)
	

15.	
 	

Lutheran Brotherhood	
 	

Series I	
 	

$8,000,000	
 	

$8,000,000
	

16.	
 	

Metropolitan Life Insurance Company	
 	

 	
 	

$27,000,000 (Series J)

$11,000,000 (Series K)	
 	

 
	

 	
 	

A.	
 	

Metropolitan Insurance and Annuity Company	
 	

Series J	
 	

 	
 	

$7,000,000 (Series J)
	

 	
 	

B.	
 	

Metropolitan Life Insurance Company	
 	

Series J

Series K	
 	

 	
 	

$20,000,000 (Series J)

$11,000,000 (Series K)
	

17.	
 	

Modern Woodmen of America	
 	

Series J	
 	

$6,000,000	
 	

$6,000,000
	

18.	
 	

MONY Life Insurance Company	
 	

Series K	
 	

$4,000,000	
 	

$4,000,000
	

19.	
 	

National Life Insurance Company	
 	

 	
 	

$5,000,000 (Series I)

$4,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

National Life Insurance Company	
 	

Series J	
 	

 	
 	

$4,000,000 (Series J)
	

 	
 	

B.	
 	

Life Insurance Company of the Southwest	
 	

Series I	
 	

 	
 	

$5,000,000 (Series I)
	

20.	
 	

Nationwide Life Insurance Company	
 	

 	
 	

$8,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

Nationwide Life Insurance Company	
 	

Series J	
 	

 	
 	

$4,500,000
	

 	
 	

B.	
 	

Nationwide Life and Annuity Insurance Company	
 	

Series J	
 	

 	
 	

$2,000,000
	

 	
 	

C.	
 	

Nationwide Mutual Insurance Company	
 	

Series J	
 	

 	
 	

$1,500,000



3





 

	

21.	
 	

New York Life Insurance Company	
 	

Series J	
 	

$10,000,000	
 	

$10,000,000
	

22.	
 	

Ohio National Life Insurance	
 	

Series J	
 	

$5,000,000	
 	

$5,000,000
	

23.	
 	

Pacific Life Insurance Company	
 	

Series I

Series J	
 	

$10,000,000 (Series I)

$5,000,000 (Series J)	
 	

$10,000,000 (Series I)

$5,000,000 (Series J)
	

24.	
 	

Principal Capital Management, LLC	
 	

 	
 	

$15,000,000 (Series H)

$5,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

Principal Life Insurance Company	
 	

Series H

Series J	
 	

 	
 	

$12,000,000 (Series H)

$3,000,000 (Series H)

$2,250,000 (Series J)

$1,250,000 (Series J)
	

 	
 	

B.	
 	

CGU Life Insurance Company	
 	

Series J	
 	

 	
 	

$1,500,000 (Series J)
	

25.	
 	

Provident Mutual Life Insurance Company	
 	

Series J	
 	

$4,000,000	
 	

$4,000,000
	

26.	
 	

Prudential Capital Group	
 	

 	
 	

$25,000,000 (Series H)

$25,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

The Prudential Insurance Company of America	
 	

Series H

Series J	
 	

 	
 	

$22,500,000 (Series H)

$2,500,000 (Series H)

$22,500,000 (Series J)

$2,500,000 (Series J)
	

27.	
 	

Security Financial Life Insurance Company	
 	

Series J	
 	

$2,000,000	
 	

$2,000,000
	

28.	
 	

Summit Partners	
 	

 	
 	

$2,000,000	
 	

 
	

 	
 	

A.	
 	

The Union Central Life Insurance Company	
 	

Series J	
 	

 	
 	

$2,000,000
	

29.	
 	

Teachers Insurance & Annuity Assoc.	
 	

Series J	
 	

$40,000,000	
 	

$40,000,000
	

30.	
 	

Travelers (Citigroup Global Investments)	
 	

 	
 	

$21,000,000 (Series J)	
 	

 
	

 	
 	

A.	
 	

The Travelers Insurance Company	
 	

Series J	
 	

 	
 	

$8,000,000
	

 	
 	

B.	
 	

The Travelers Insurance Company (for one of its separate accounts)	
 	

Series J	
 	

 	
 	

$10,000,000
	

 	
 	

C.	
 	

The Travelers Insurance Company (for one of its separate accounts)	
 	

Series J	
 	

 	
 	

$3,000,000
	

31.	
 	

UNUMProvident Corporation	
 	

Series K	
 	

$14,000,000	
 	

$14,000,000




4







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased
 

	AIG LIFE INSURANCE COMPANY

175 Water Street—25th Floor

New York, NY 10038	 	Series J

$7,000,000




	(1)
	Payments:




    Cash
Payments: 




Fed
Reserve Bank of Boston

011001234 / BOS SAFE DEP

DDA# 169064

Cost Center 1178

Reference: AIG Life Insurance Company

Reference: AGIFALI0012

Reference: Plum Creek

Reference: CUSIP#72925# AC 1 Principal Interest      




	(2)
	Notices: 



    Notifications
and Reports in Respect of Payment: 




AIG
Global Investment Corp.

175 Water Street—25th Floor

New York NY 10038

Attention: Ms. Cathy Cosgrove

Reference: AIG Life Insurance Company

Reference: AGIFALI0012 





    All
other Notifications and Reports: 




AIG
LIFE Insurance Company

175 Water Street—25th Floor

New York NY 10038

Attention: Managing Director, Debt Private Placements 




	(3)
	Notes
Delivered To: 




Ms. Cathy
Cosgrove

AIG Global Investment Corp.

175 Water Street—25th Floor

New York, NY 10038

Tel: 212-458-3354 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 25-1118523 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased
 

	SUNAMERICA LIFE INSURANCE COMPANY

700 Louisiana, Suite 3905

Houston, TX 77002	 	Series I

$12,000,000
	(Nominee name "OKGBD & Co.")	 	Series J

$13,000,000




5





 
	(1)
	Payments:




    All
payments on or in respect of the Certificates/Notes shall be by wire transfer of Federal or other immediately available funds to: 




Bankers
Trust Company

ABA No. 021-001-033

Account No. 99-911-145

For further credit to account No. 099530

Ref: Plum Creek

CUSIP # 72925 AB 3 and 72925 AC 1 Principal Interest      




	(2)
	Notices:




    Address
for all notices in respect of payment: 




SunAmerica
Investments, Inc.

2929 Allen Parkway; A-36

Houston, TX 77019

Attn: Operations Department

Telephone: 713-831-6192

Fax: 713-831-1072 





    Address
for all other communications including monthly reports: 




SunAmerica
Investments, Inc.

c/o AIG Global Investment Corp.

175 Water Street, 25th Floor

New York, NY 10038

Attn: Gerald F. Herman

Telephone: 212-458-2068

Fax: 212-458-2247 




	(3)
	Notes
Delivered To: 




Bankers
Trust Company

Attn: Lorraine Squires

14 Wall Street

4th Floor, Window 43

New York, NY 10005

Reference: SunAmerica Life / Main

Account # 099530 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: Tax Identification Number for OKGBD & Co.: 13-3020293; Tax ID# for SunAmerica Life Insurance Company: 52-0502540 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased
 

	ALLSTATE LIFE INSURANCE COMPANY

3075 Sanders Road, STE G5D

Northbrook, Illinois 60062-7127	 	Series I

$4,000,000
	 	 	Series J

$4,000,000




6





 
	(1)
	Payments:




    All
payments by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by "DPP" and the payment as principal,
interest or premium, in the format as follows: 



	 	BBK	 	=	 	Harris Trust and Savings Bank ABA #071000288
	 	BNF	 	=	 	Allstate Life Insurance Company Collection Account #168-117-0
	 	ORG	 	=	 	Plum Creek Timberlands, L.P.
	 	OBI	 	=	 	DPP—72925# AB 3 and 72925# AC 1

Payment Due Date: October 1, 2008 and October 1, 2011—P            (Enter "P" and amount of principal being remitted, for example, P5000000.00)
—I            (Enter "I" and amount of interest being remitted, for example, I225000.00)




	(2)
	Notices:




    All
notices of scheduled payments and written confirmations of such wire transfer to be sent to: 



	 	 	Allstate Insurance Company

Investment Operations—Private Placements

3075 Sanders Road, STE G4A

Northbrook, IL 60062-7127
	 	 	Telephone:	 	(847) 402-6672 Private Placements

(847) 402-3802 Bank Loans
	

 	
 	

Telecopy:	
 	

(847) 326-7032





    All
financial reports, compliance certificates and all other written communications, including notice of prepayments, to be sent to: 



	 	 	Allstate Life Insurance Company

Private Placements Department

3075 Sanders Road, STE G5D

Northbrook, Illinois 60062-7127
	 	 	Telephone:	 	(847) 402-8922
	 	 	Telecopy:	 	(847) 402-3092




	(3)
	Notes
Delivered To: 




Harris
Trust and Savings Bank

111 W. Monroe Street 6W

Chicago, Illinois 60603

Attention: Valerie Haney

For Allstate Life Insurance Company/Safekeeping Account No. 846627 




	(4)
	Document
Delivery Requirements:



	1)
	One
manually executed set of closing documents from the transaction, including manually executed copies of note purchase agreements, indentures (if any), security agreements (if
any), legal opinions, and closing certificates, as well as any other documents relating to the transaction.



	2)
	Three
conformed copies of each of the principal transaction documents, including note purchase agreements, indentures (if any), and security agreements (if any).  In addition, if  





7





 


 possible, we would like to receive the principal transaction documents by means of a 1.44Mb 3.5" diskette, using the Microsoft Word format if available.




	(5)
	Taxpayer
ID Number: 36-2554642 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased
 

	ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK

3075 Sanders Road, STE G4A	 	Series I

$4,000,000
	Northbrook, IL 60062-7127	 	Series J

$4,000,000




	(1)
	Payments:




    All
payments by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by "DPP" and the payment as principal,
interest or premium, in the format as follows: 



	 	BBK	 	=	 	Harris Trust and Savings Bank ABA #071000288
	 	BNF	 	=	 	Allstate Life Insurance Company of New York Collection Account #168-120-4
	 	ORG	 	=	 	Plum Creek Timberlands, L.P.
	 	OBI	 	=	 	DPP—72925# AB 3 and 72925# AC 1

Payment Due Date: October 1, 2008 and October 1, 2011—P      (Enter "P" and amount of principal being remitted, for example,
P5000000.00—I            (Enter "I" and amount of interest being remitted, for example, I225000.00)




	(2)
	Notices:




    All
notices of scheduled payments and written confirmations of such wire transfer to be sent to: 



	 	 	Allstate Insurance Company

Investment Operations—Private Placements

3075 Sanders Road, STE G4A

Northbrook, IL 60062-7127
	 	 	Telephone:	 	(847) 402-6672 Private Placements

(847) 402-3802 Bank Loans
	 	 	Telecopy:	 	(847) 326-7032





    All
financial reports, compliance certificates and all other written communications, including notice of prepayments, to be sent to: 



	 	 	Allstate Life Insurance Company

Private Placements Department

3075 Sanders Road, STE G5D

Northbrook, Illinois 60062-7127
	 	 	Telephone:	 	(847) 402-8922
	 	 	Telecopy:	 	(847) 402-3092




8





 
	(3)
	Notes
Delivered To: 




Citibank,
N.A.

333 West 34th Street

3rd Floor Securities Vault

New York, New York 10001

Attention: Keith Whyte

For Allstate Life Insurance Company of New York/

Safekeeping Account No. 846684 




	(4)
	Document
Delivery Requirements:



	1)
	One
manually executed set of closing documents from the transaction, including manually executed copies of note purchase agreements, indentures (if any), security agreements (if
any), legal opinions, and closing certificates, as well as any other documents relating to the transaction.



	2)
	Three
conformed copies of each of the principal transaction documents, including note purchase agreements, indentures (if any), and security agreements (if any).  In addition, if possible, we would like to receive the principal
transaction documents by means of a 1.44Mb 3.5" diskette, using the Microsoft Word format if
available.







	(5)
	Taxpayer
ID Number: 36-2608394 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased
 

	CITIBANK,

Federal Savings Bank as Collateral Agent and Trustee

Under the Security and Trust Agreement	 	Series I

$2,000,000
	Dated as of September 1, 1993

(Northbrook Life Insurance Company, Secured Party and Beneficiary)	 	Series J

$2,000,000
	c/o Allstate Life Insurance Company	 	 
	3075 Sanders Road STE G5D	 	 
	Northbrook, IL 60062-7127	 	 




	(1)
	Payments:




    All
payments by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by "DPP" and the payment as principal,
interest or premium, in the format as follows: 



	 	BBK	 	=	 	Harris Trust and Savings Bank ABA #071000288
	 	BNF	 	=	 	Allstate Life Insurance Company

Collection Account #168-124-6
	 	ORG	 	=	 	Plum Creek Timberlands, L.P.
	 	OBI	 	=	 	DPP—72925# AB 3 and 72925# AC 1

Payment Due Date: October 1, 2008 and October 1, 2011—P      (Enter "P" and amount of principal being remitted, for example,
P5000000.00—I            (Enter "I" and amount of interest being remitted, for example, I225000.00)




9





 
	(2)
	Notices:




    All
notices of scheduled payments and written confirmations of such wire transfer to be sent to: 



	 	 	Allstate Insurance Company

Investment Operations—Private Placements

3075 Sanders Road, STE G4A

Northbrook, IL 60062-7127
	 	 	Telephone:	 	(847) 402-6672 Private Placements

(847) 402-3802 Bank Loans
	 	 	Telecopy:	 	(847) 326-7032





    All
financial reports, compliance certificates and all other written communications, including notice of prepayments, to be sent to: 




Allstate
Life Insurance Company

Private Placements Department

3075 Sanders Road, STE G5D

Northbrook, Illinois 60062-7127

Telephone: (847) 402-8922 / Telecopy: (847) 402-3092 




	(3)
	Notes
Delivered To: 




Harris
Trust and Savings Bank

111 W. Monroe Street 6W

Chicago, Illinois 60603

Attention: Valerie Haney

For Allstate Life Insurance Company/Safekeeping Account No. 846635 




	(4)
	Document
Delivery Requirements:



	1)
	One
manually executed set of closing documents from the transaction, including manually executed copies of note purchase agreements, indentures (if any), security agreements (if
any), legal opinions, and closing certificates, as well as any other documents relating to the transaction.



	2)
	Three
conformed copies of each of the principal transaction documents, including note purchase agreements, indentures (if any), and security agreements (if any).  In addition, if possible, we would like to receive the principal
transaction documents by means of a 1.44Mb 3.5" diskette, using the Microsoft Word format if
available.







	(5)
	Taxpayer
ID Number: 36-2554642 


10







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	AMERICAN FIDELITY ASSURANCE COMPANY

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

(Nominee name "Booth & Co.")	 	Series I

$2,000,000




	(1)
	Payments:




    All
payments on account of the Notes shall be made by wire transfer of immediately available funds to:



	First Fidelity Bank, N.A.

5800 N.W. 39th

Oklahoma City, OK 73122-2120

ABA #1030-0269-1

Acct #1040120179	 	 
	

For credit to: InvesTrust

Account Number: 1040120179

Attn: Tina Swaim & Ron Mitchell	
 	

 
	

For further credit to:	

American Fidelity Assurance Company

Account Number: 52010414

Attn: Trust Operations

	
 	

 






    Also,
please reference sufficient information to identify the source and application of such funds. 



	(2)
	Notices:




    All
notices and statements should be sent to the following address:



	American Fidelity Assurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator	 	 





	(3)
	Notes
Delivered To:




	Northern Trust Company of New York

40 Broad Street, 8th Floor

New York, NY 10004-2315	 	 
	Attn:	Settlements for Account #1746957	 	 
	 	American Fidelity Assurance Company	 	 





	(4)
	Document
Delivery Requirements: 



    One
complete set of executed closing documents and one composite conformed copy of the Note Agreement 


	(5)
	Taxpayer
ID Number: 73-0714500 


11





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	FARM BUREAU LIFE INSURANCE

COMPANY OF MICHIGAN

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101	 	Series J

$1,000,000




	(1)
	Payments:




    All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 



	Comerica Bank

Detroit, MI

ABA #072-000-096	 	 






    For
credit to: 



	Trust Operation—Fixed Income

Unit Cost Center 98530

Account Number: 21585-98530

	 	 






    For
further credit to: 



    Farm
Bureau Life Insurance Company of Michigan—Account Number: 011000312124 




    Also,
please reference sufficient information to identify the source and application of such funds. 


	(2)
	Notices:




    All
notices and statements should be sent to the following address: 



	Farm Bureau Life Insurance Company of Michigan

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator	 	 





	(3)
	Notes
Delivered To: 




	Comerica Bank

Attn: Dan Molnar MC 3462

411 West Lafayette

Detroit, MI 48275-3404	 
	Reference:	Farm Bureau Life Insurance Company of Michigan	 
	 	Internal Account Number: 011000312124	 





	(4)
	Document
Delivery Requirements: 



    One
complete set of executed closing documents and one composite conformed copy of the Note Agreement. 


	(5)
	Taxpayer
ID Number: 38-6053670 


12





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	MINNESOTA LIFE INSURANCE COMPANY

400 Robert Street North

St. Paul, Minnesota 55101

Attention: Advantus Capital Management, Inc.	 	Series I

$3,000,000




	(1)
	Payments:




    Transfer
of immediately available funds to: 



	Bankers Trust New York

ABA #021-001-033

DDA #50-189518

Ref: Plum Creek Timberlands, L.P., 7.25% Series I Senior Notes, due October 1, 2008, CUSIP 72925 AB3, P&I Breakdown	 	 





	(2)
	Notices:





	Minnesota Life Insurance Company

400 Robert Street North

St. Paul, Minnesota 55101

Attention: Advantus Capital Management, Inc.	 	 





	(3)
	Notes
Delivered To: 




	Minnesota Life Insurance Company

400 Robert Street North

St. Paul, Minnesota 55101

Attention: Advantus Capital Management, Inc.	 	 





	(4)
	Document
Delivery Requirements: 



    One
complete set of executed closing documents and one composite conformed copy of the Note Agreement. 


	(5)
	Taxpayer
ID Number: 41-0417830 


13







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	MTL INSURANCE COMPANY

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

(Nominee name "ELL & Co.")	 	Series J

$1,000,000




	(1)
	Payments:




All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 



The
Northern Chgo/Trust

ABA #071-000-152 




For
credit to: 



Account
Number: 5186041000 




For
further credit to: 



MTL
Insurance Company

Account Number: 26-00621

Attn: Income Collections 




Also,
please reference sufficient information to identify the source and application of such funds. 


	(2)
	Notices:




All
notices and statements should be sent to the following address: 



MTL
Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator 



	(3)
	Notes
Delivered To: 



Northern
Trust Company of New York

40 Broad Street, 8th Floor

New York, NY 10004

Attn: Settlements for Account #26-00621

    MTL Ins. Company 



	(4)
	Document
Delivery Requirements: 



One
complete set of executed closing documents and one composite conformed copy of the Note Agreement. 


	(5)
	Taxpayer
ID Number: 36-1516780 


14





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA

700 South Street

Pittsfield, Massachusetts 01201-8285

(Nominee Name "CUDD & Co.")	 	Series J

$5,000,000




	(1)
	Payments:




Payment
by wire to: 



The
Chase Manhattan Bank

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G07064, Berkshire Life Insurance

Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011

CUSIP/PPN: 72925# AC 1 



	(2)
	Notices:




Address
for all notices relating to payments: 



Berkshire
Life Insurance Company of America

c/o The Guardian Life Insurance Company of America

Attn: Investment Accounting Dept. 17-B

7 Hanover Square

New York, NY 10004-2616

FAX (212) 598-7011 




Address
for all other communications and notices: 



Berkshire
Life Insurance Company of America

700 South Street

Pittsfield, Massachusetts 01201-8285

Attn: Ellen Whittaker

Fax #: (413) 442-9763 



	(3)
	Notes
Delivered To: 



Chase
Manhattan Bank

4 New York Plaza—Ground Floor Receive Window

New York, NY 10004

Reference A/C #G07064, Berkshire Life Insurance 



	(4)
	Document
Delivery Requirements: one original closing set and one composite conformed set 



Bradley
J. Klose, Esq.

Berkshire Life Insurance Company of America

700 South Street

Pittsfield, MA 01201 



	(5)
	Taxpayer
ID Number: 13-6022143 


15





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE GUARDIAN LIFE INSURANCE

COMPANY OF AMERICA

c/o Berkshire Life Insurance Company of America

700 South Street

Pittsfield, Massachusetts 01201-8285

(Nominee name "CUDD & Co.")	 	Series J

$6,000,000




	(1)
	Payments:




Payment
by wire to: 



The
Chase Manhattan Bank

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G05978, Guardian Life

Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011

CUSIP/PPN: 72925# AC 1 



	(2)
	Notices:




Address
for all notices relating to payments: 



The
Guardian Life Insurance Company of America

Attn: Investment Accounting Dept. 17-B

7 Hanover Square

New York, NY 10004-2616

FAX (212) 598-7011 




Address
for all other communications and notices: 



The
Guardian Life Insurance Company of America

c/o Berkshire Life Insurance Company of America

700 South Street

Pittsfield, Massachusetts 01201-8285

Attn: Ellen Whittaker

Fax #: (413) 442-9763 



	(3)
	Notes
Delivered To: 



Chase
Manhattan Bank

4 New York Plaza—Ground Floor Receive Window

New York, NY 10004

Reference: A/C # G05978, Guardian Life 



	(4)
	Document
Delivery Requirements: one original closing set and one composite conformed set 



Bradley
J. Klose, Esq.

Berkshire Life Insurance Company of America

700 South Street

Pittsfield, MA 01201 



	(5)
	Taxpayer
ID Number: 13-6022143 


16





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE CANADA LIFE ASSURANCE COMPANY

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

(Nominee Name "J. Romeo & Co.")	 	Series J

$1,000,000




	(1)
	Payments:




Cash
Wire Instructions: 



Chase
Manhattan Bank

ABA 021-000-021

A/c #900-0-000200

Trust Account No. G52750

Reference: CUSIP, Name of Issuer & description, and

Principal and Interest payment 




Payment
Instructions (by mail): 



Mail check payment to:

J. Romeo & Co.

c/o Chase Manhattan Bank

P.O. Box 50000

Newark, New Jersey 07101-8006

Attn: Funds Clearance/ A/C # G 52750

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 



	(2)
	Notices:




Depository
Trust Company: 



Chase
Manhattan Bank

Agent ID No. 26368

Agent DTC No. 902

Institution ID No. 58499

For: The Canada Life Assurance Company

    Trust Account Number: G52750 




For
Call or Maturity Payment: 



Chase
Manhattan Bank

ABA 021-000-021

A/C #900-0-000192

Trust Account G52750

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 




Please
send notices of payment and written confirmations of wire transfers to: 



Chase
Manhattan Bank

North American Insurance

3 Chase MetroTech Centre—6th Floor

Brooklyn, N.Y. 11245
 Attn: Doll Balbadar




Copy
to: 



The
Canada Life Assurance Company

330 University Ave. SP-12




17





 


Securities Accounting

Toronto, ON M5G 1R8 




Please
send financial statements & correspondence to: 



Canada
Life Assurance Company

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

Attn: Paul English, US Investments Division 



	(3)
	Notes
Delivered To: 



By
Messenger (sent within the state of New York):

Chase Manhattan Bank

4 New York Plaza

Ground Floor Window

New York, NY 10004-2477

Reference: The Canada Life Assurance Company

    Trust Account Number: G52750 


By
Courier (sent from outside the state of New York):

Chase Manhattan Bank

4 New York Plaza—1st Floor

New York, NY 10004-2477

Attention: Mike Jones—Outsourcing Dept. (212) 623-1023

Reference: The Canada Life Assurance Company

Trust Account Number: G52750 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 38-0397420 


18





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE CANADA LIFE ASSURANCE COMPANY

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

(Nominee Name "J. Romeo & Co.")	 	Series J

$1,100,000




	(1)
	Payments:




Cash
Wire Instructions: 



Chase
Manhattan Bank

ABA 021-000-021

A/c #900-0-000200

Trust Account No. G52708

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 




Payment
Instructions (by mail): 



Mail check payment to:

J. Romeo & Co.

c/o Chase Manhattan Bank

P.O. Box 35308

Newark, New Jersey 07101-8006

Attn: Funds Clearance/ A/C # G 52708

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 and

Principal and Interest payment 



	(2)
	Notices:




Depository
Trust Company: 



Chase
Manhattan Bank

Agent ID No. 26368

Agent DTC No. 902

Institution ID No. 58499

For: The Canada Life Assurance Company

    Trust Account Number: G52708 




For
Call or Maturity Payment: 



Chase
Manhattan Bank

ABA 021-000-021

A/C #900-0-000192

Trust Account G52708

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 




Please
send notices of payment and written confirmations of wire transfers to: 



Chase
Manhattan Bank

North American Insurance

3 Chase MetroTech Centre—6th Floor

Brooklyn, N.Y. 11245
 Attn: Doll Balbadar




Copy
to: 



The
Canada Life Assurance Company

330 University Ave. SP-12




19





 


Securities Accounting

Toronto, ON M5G 1R8 




Please
send financial statements & correspondence to: 



Canada
Life Assurance Company

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

Attn: Paul English, US Investments Division 



	(3)
	Notes
Delivered To: 



By Messenger (sent within the state of New York):

Chase Manhattan Bank

4 New York Plaza

Ground Floor Window

New York, NY 10004-2477

Reference: The Canada Life Assurance Company

    Trust Account Number: G52708 


By Courier (sent from outside the state of New York):

Chase Manhattan Bank

4 New York Plaza—1st Floor

New York, NY 10004-2477

Attention: Mike Jones—Outsourcing Dept. (212) 623-1023

Reference: The Canada Life Assurance Company

    Trust Account Number: G52708 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 38-0397420 


20







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE CANADA LIFE ASSURANCE COMPANY

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

(Nominee Name "J. Romeo & Co.")	 	Series J

$1,900,000




	(1)
	Payments:




Cash
Wire Instructions: 



Chase
Manhattan Bank

ABA 021-000-021

A/c #900-9-000200

Trust Account No. G08808

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011,

CUSIP # 72925 # AD 9, and

Principal and Interest payment 




Payment
Instructions (by mail): 



Mail
check payment to:

J. Romeo & Co.

c/o Chase Manhattan Bank

P.O. Box 35308

Newark, New Jersey 07101-8006

Attn: Funds Clearance/ A/C # G 08808

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011,

CUSIP # 72925 # AD 9 



	(2)
	Notices:




Depository
Trust Company: 



Chase
Manhattan Bank

Agent ID No. 26368

Agent DTC No. 902

Institution ID No. 58499

For: The Canada Life Assurance Company

        Trust Account Number: G08808 




For
Call or Maturity Payment: 



Chase
Manhattan Bank

ABA 021-000-021

A/C #900-9-000192

Trust Account G08808

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011,

CUSIP # 72925 # AD 9 




Please
send notices of payment and written confirmations of wire transfers to: 



Chase
Manhattan Bank

North American Insurance

3 Chase MetroTech Centre—6th Floor

Brooklyn, N.Y. 11245
 Attn: Doll Balbadar



21





 

Copy
to: 



The
Canada Life Assurance Company

330 University Ave. SP-12

Securities Accounting

Toronto, ON M5G 1R8 




Please
send financial statements & correspondence to: 



Canada
Life Assurance Company

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

Attn: Paul English, US Investments Division 



	(3)
	Notes
Delivered To: 



By
Messenger (sent within the state of New York):

Chase Manhattan Bank

4 New York Plaza

Ground Floor Window

New York, NY 10004-2477

Reference: The Canada Life Assurance Company

Trust Account Number: G08808 


By
Courier (sent from outside the state of New York):

Chase Manhattan Bank

4 New York Plaza—1st Floor

New York, NY 10004-2477

Attention: Mike Jones—Outsourcing Dept. (212) 623-1023

Reference: The Canada Life Assurance Company

                  Trust Account Number: G08808 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 38-0397420 


22





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE CANADA LIFE ASSURANCE COMPANY

330 University Ave. (SP-11)

Toronto, ON M5G-1R8

(Nominee Name "J. Romeo & Co.")	 	Series J

$1,000,000




	(1)
	Payments:




Cash
Wire Instructions: 



Chase
Manhattan Bank

ABA 021-000-021

A/c #900-9-000200

Trust Account No. G08798

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 




Payment
Instructions (by mail): 



Mail
check payment to:

J. Romeo & Co.

c/o Chase Manhattan Bank

P.O. Box 35308

Newark, New Jersey 07101-8006

Attn: Funds Clearance/ A/C # G 08798

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 



	(2)
	Notices:




Depository
Trust Company: 



Chase
Manhattan Bank

Agent ID No. 26368

Agent DTC No. 902

Institution ID No. 58499

For: The Canada Life Assurance Company

        Trust Account Number: G08798 




For
Call or Maturity Payment: 



Chase
Manhattan Bank

ABA 021-000-021

A/C #900-9-000192

Trust Account G08798

Reference: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 




Please
send notices of payment and written confirmations of wire transfers to: 



Chase
Manhattan Bank

North American Insurance

3 Chase MetroTech Centre—6th Floor

Brooklyn, N.Y. 11245
 Attn: Doll Balbadar




Copy
to: 



The
Canada Life Assurance Company

330 University Ave. SP-12




23





 


Securities Accounting

Toronto, ON M5G 1R8 




Please
send financial statements & correspondence to: 



Canada
Life Assurance Company

330 University Ave. (SP-11)

Toronto, ON M5G 1R8

Attn: Paul English, US Investments Division 



	(3)
	Notes
Delivered To: 



By
Messenger (sent within the state of New York):

Chase Manhattan Bank

4 New York Plaza

Ground Floor Window

New York, NY 10004-2477

Reference: The Canada Life Assurance Company

                  Trust Account Number: G08798 


By
Courier (sent from outside the state of New York):

Chase Manhattan Bank

4 New York Plaza—1st Floor

New York, NY 10004-2477

Attention: Mike Jones—Outsourcing Dept. (212) 623-1023

Reference: The Canada Life Assurance Company

                  Trust Account Number: G08798 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 38-0397420 


24





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	CLARICA LIFE INSURANCE COMPANY-U.S.

c/o Clarica U.S. Inc.

13890 Bishops Drive, Suite 300

Brookfield, WI 53005	 	Series I

$4,000,000




	(1)
	Payments:




All
payments on account of the Notes shall be made by wire or intrabank transfer of immediately available funds to: 



	Bank Name:	 	Wells Fargo Bank Minnesota, N.A.
	ABA Routing Transit Number:	 	091000019
	Beneficiary Account Name:	 	Trust Wire Clearing Mpls.
	Beneficiary Account Number:	 	0000840245 (Must be 10 digits in length)
	OBI	 	FFC: I.C. 13075700
	Wells Fargo Client Account Name:	 	UL-Bank Plan
	Reference:	 	Plum Creek Timberlands L.P. PPN: 72925 AB 3; P=; I=; End Balance=




	(2)
	Notices:




All
notices in respect of payment shall be delivered to: 



Clarica
Life Insurance Company-U.S.

c/o Clarica U.S. Inc.

Attn: Nick Marzinski

13890 Bishops Drive, Suite 300

Brookfield, WI 53005

Telephone: (262) 641-4042

Facsimile: (701) 298-7527 




All
other communications shall be delivered to: 



Clarica
Life Insurance Company-U.S.

c/o Clarica U.S. Inc.

Attn: Nick Marzinski

13890 Bishops Drive, Suite 300

Brookfield, WI 53005

Telephone: (262) 641-4042

Facsimile: (701) 298-7527 



	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 45-0208990 


25





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	CONNECTICUT GENERAL LIFE	 	Series J
	INSURANCE COMPANY	 	$3,000,000
	900 Cottage Grove Road	 	 
	Bloomfield, CT 06002	 	$3,000,000
	(Nominee Name "CIG & Co.)	 	 
	 	 	$1,000,000




	(1)
	Payments:




All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 



	Bank Name:	 	Chase Manhattan Bank
	ABA Routing Transit Number:	 	021000021
	Beneficiary Account Name:	 	CIGNA Private Placements
	Beneficiary Account Number:	 	9009001802
	Ref:	 	Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011, CUSIP/PPN 72925# AC 1, and application (as among principal, premium and interest of the payment being made); contact name and
phone




	(2)
	Notices




All
notices in respect of payment shall be delivered to: 



CIG &
CO.

c/o CIGNA Investments, Inc.

Attn: Securities Processing S-146

900 Cottage Grove Road

Hartford, CT 06152-2146 


CIG &
CO.

c/o CIGNA Retirement & Investment Services

Attn: Private and Alternative Investments, H16B

280 Trumbull Street

Hartford, CT 06103 


with
a copy to:

Chase Manhattan Bank

Private Placement Servicing

PO Box 1508, Bowling Green Station

New York, NY 10081

Attn: CIGNA Private Placements 




All
other notices shall be delivered to: 



CIG &
CO.

c/o CIGNA Retirement & Investment services

Attn: Private and Alternative Investments, H16B

280 Trumbull Street

Hartford, CT 06103 



26





 
	(3)
	Notes
Delivered To (include transmittal letter): 



Original:



The
Chase Manhattan Bank

4 New York Plaza, 11th Floor

New York, NY 10004

Attn: Jennifer John 


Copy:



Susan
B. Hoffnagle, Esq.

CIGNA Retirement & Investment Services

280 Trumbull Street

H16C

Hartford, CT 06103 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 13-3574027 


27







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

c/o Alliance Capital Management Corporation 1345

Avenue of the Americas, 37th Floor

New York, NY 10105	 	Series J

$10,000,000




	(1)
	Payments:




    All
payments shall be made by wire transfer of immediately available funds to: 



The
Chase Manhattan Bank, N.A.

Account(s): The Equitable Life Assurance Society of the United States

1251 Avenue of the Americas

New York, New York 10020

ABA No.: 021-000021

Account Number: 037-2-417394 




Each
such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment. All notices of payments and written
confirmations of wire transfers should be sent to it: 



c/o
Alliance Capital Management Corporation

767 5th Avenue, 20th Floor

New York, New York 10153

Attention: Cosmo Valente [Telephone #: (212) 823-8676] 



	(2)
	Notices:




Address
for all other communications: 



The
Equitable Life Assurance Society of the United States

c/o Alliance Capital Management Corporation

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Sverker Johansson, Vice President of Alliance Capital Management Corporation and an Investment Officer of The Equitable Life Assurance Society of the United States

[Telephone: (212) 969-1331] 



	(3)
	Notes
Delivered To: 



The
Equitable Life Assurance Society of the United States

1290 Avenue of the Americas, 12th Floor

New York, New York 10104

Attention: Lynda Scales

    Telephone Number: (212) 314-4130 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: IRS Employer Identification Number: 13-557-0651 


28





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GENERAL ELECTRIC CAPITAL	 	Series H
	ASSURANCE COMPANY	 	$10,000,000
	Two Union Square, 601 Union Street	 	 
	Seattle, WA 98101	 	Series I
	(Nominee Name "SALKELD & CO.")	 	$5,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 10005

SWIFT Code: BKTR US 33

ABA #021001033

Account Number 99-911-145

FCC #: 097833

Ref: Plum Creek Timberlands, L.P., 6.96% Series H Senior Notes due October 1, 2006, CUSIP/PPN 72925# AA 5, identify principal or interest and Plum Creek Timberlands, L.P., 7.25%
Series I Senior Notes due October 1, 2008, CUSIP/PPN 72925# AB 3, identify principal or interest. 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: General Electric Capital Assurance Company

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Telephone No.: (206) 516-4954

Fax No.: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Telephone No.: (206) 516-4659

Fax No.: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Company

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #097833

Attn: Lorraine Squires (212) 618-2200 



29





 
	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 91-6027719 


30





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GE EDISON LIFE INSURANCE COMPANY

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series I

$10,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 098620

Ref: Plum Creek Timberlands, L.P., 7.25% Series I Senior Notes due October 1, 2008, CUSIP/PPN 72925# AB 3, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GE Edison Life Insurance Company

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #097817, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 91-6027719 


31





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series K

$9,500,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 097817

Ref: Plum Creek Timberlands, L.P., 7.76% Series K Senior Notes due October 1, 2013, CUSIP/PPN 72925# AD 9, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GECA LTC

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #097817, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 91-6027719 


32







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	FIRST COLONY LIFE INSURANCE COMPANY	 	Series J        
	Two Union Square, 601 Union Street	 	$3,000,000
	Seattle, WA 98101	 	 
	(Nominee Name "SALKELD & CO.")	 	Series K
	 	 	$3,500,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 098069

Ref: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011, CUSIP/PPN 72925# AC 1, identify principal or interest and Plum Creek Timberlands, L.P., 7.76%
Series K Senior Notes due October 1, 2013, CUSIP/PPN 72925# AD 9, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: First Colony Life Insurance Company

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #098069, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 54-0596414 


33





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GE LIFE AND ANNUITY ASSURANCE COMPANY

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series H      

$5,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 097828

Ref: Plum Creek Timberlands, L.P., 6.96% Series H Senior Notes due October 1, 2006, CUSIP/PPN 72925# AA 5, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GE Life and Annuity Assurance Company

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #097828, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 54-0283385 


34





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GE EDISON LIFE INSURANCE COMPANY

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series J      

$5,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 098775

Ref: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011, CUSIP/PPN 72925# AC 1, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GE Edison Life Insurance Company (VIP Account)

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #098775, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: None (Foreign Company) 


35





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GE GROUP ADMINISTRATORS, INC.

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series J      

$1,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 095038

Ref: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011,

CUSIP/PPN 72925# AC 1, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GE Group Administrators, Inc.

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #095038, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 06-1435452 


36





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GE GROUP LIFE ASSURANCE COMPANY

Two Union Square, 601 Union Street

Seattle, WA 98101

(Nominee Name "SALKELD & CO.")	 	Series J      

$1,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 


Bankers
Trust Company

14 Wall Street

New York, NY 1005

SWIFT Code: BKTR US 33, ABA #021001033, Account Number 99-911-145, FCC #: 095037

Ref: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011,

CUSIP/PPN 72925# AC 1, identify principal or interest 



	(2)
	Notices: 



All
notices and communications: 



GE
Financial Assurance

Account: GECA LTC

Two Union Square, 601 Union Street

Seattle, WA 98101

Attn: (see below) 




Original
note agreement, conformed copy of the note agreement, amendment requests, financial statements to be addressed as follows: 



Attn:
Investment Dept., Private Placements

Tel: (206) 516-4954

Fax: (206) 516-4578 




Notices
with respect to payments and written confirmation of each such payment, to be addressed as follows: 



Attn:
Investment Accounting

Tel: (206) 516-4649

Fax: (206) 516-4740 



	(3)
	Notes
Delivered To: 



Bankers
Trust Co.

14 Wall Street, 4th Floor

Mail Stop 4042, Window 61

New York, NY 10005

Acct #095037, Attn: Lorraine Squires (212) 618-2200 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 06-0893662 


37







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	GOLDEN AMERICAN LIFE INSURANCE COMPANY	 	Series J
	c/o ING Investment Management LLC	 	$7,000,000
	100 Washington Avenue South, Suite 800	 	 
	Minneapolis, MN 55401-2121	 	Series K
	 	 	$12,000,000




	(1)
	Payments:




All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 



The
Bank of New York

ABA #021000018

BNF: IOC566—Income Collections

Attn: William Cashman

Ref: Golden American Life Insurance Company (MVA Acct.)

    Account #136374 and CUSIP 72925 # AC 1 and 72925 # AD 9, respectively 




Each
such wire transfer shall set forth the name of the Corporation, the full title (including the Coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is
made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. 


	(2)
	Notices:






Address
for all notices relating to payments: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax: (770) 690-4899 




Address
for all other communications and notices: 



ING
Investment Management LLC

100 Washington Avenue South, Suite 800

Minneapolis, MN 55401-2121

Attn: Jim Wittich

Phone: (612) 342-3553

Fax: (612) 372-5368 




with
copy to: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax: (770) 690-4899 



	(3)
	Notes
Delivered To: 



John
D. Inwood

Director, Legal

ING Investment Management LLC

5780 Powers Ferry Road, NW




38





 


Suite 300

Atlanta, GA 30327-4349 



	(4)
	Document
Delivery Requirements: one conformed copy to John D. Inwood (at address listed in (3) above), one original set and one conformed copy to James Wittich (at address
listed in (2) above)



	(5)
	Taxpayer
ID Number: 41-0991508 


39





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NORTHERN LIFE INSURANCE COMPANY

c/o ING Investment Management LLC

100 Washington Avenue South, Suite 800

Minneapolis, MN 55401-2121	 	Series J

$6,000,000




	(1)
	Payments:




All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 



BK
of NYC

IOC 566-INT'L CUSTODY

ABA #: 021000018

Ref: Northern Life Insurance Company

    Acct. #187036 and CUSIP # 72925 AC 1 




Each
such wire transfer shall set forth the name of the Corporation, the full title (including the Coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is
made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. 


	(2)
	Notices:




Address
for all notices relating to payments: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax: (770) 690-4899 




Address
for all other communications and notices: 



ING
Investment Management LLC

100 Washington Avenue South, Suite 800

Minneapolis, MN 55401-2121

Attn: Jim Wittich

Phone: (612) 342-3553

Fax: (612) 372-5368 




with
copy to: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax: (770) 690-4889 



	(3)
	Notes
Delivered To: 



John
D. Inwood

Director, Legal

ING Investment Management LLC

5780 Powers Ferry Road, NW

Suite 300

Atlanta, GA 30327-4349 



40





 
	(4)
	Document
Delivery Requirements: one conformed copy to John D. Inwood (at address listed in (3) above), one original set and one conformed copy to James Wittich (at address
listed in (2) above)



	(5)
	Taxpayer
ID Number: 41-1295933 


41





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	RELIASTAR LIFE INSURANCE COMPANY

c/o ING Investment Management LLC

100 Washington Avenue South, Suite 800

Minneapolis, MN 55401-2121	 	Series K

$1,000,000




	(1)
	Payments:




All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 



BK
of NYC

IOC 566-INT'L CUSTODY

ABA #: 021000018

Ref: Reliastar Life Insurance Company

    #Acct. #187035 and CUSIP 72925 # AD 9 




Each
such wire transfer shall set forth the name of the Corporation, the full title (including the Coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is
made, a reference to the PPN, and the due date and application (as among principal, premium and interest) of the payment being made. 


	(2)
	Notices:




Address
for all notices relating to payments: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax: (770) 690-4899 




Address
for all other communications and notices: 



ING
Investment Management LLC

100 Washington Avenue South, Suite 800

Minneapolis, MN 55401-2121

Attn: Jim Wittich

Phone: (612) 342-3553

Fax: (612) 372-5368 




with
copy to: 



ING
Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax: (770) 690-4889 



	(3)
	Notes
Delivered To: 



John
D. Inwood

Director, Legal

ING Investment Management LLC

5780 Powers Ferry Road, NW

Suite 300

Atlanta, GA 30327-4349 



42





 
	(4)
	Document
Delivery Requirements: one conformed copy to John D. Inwood (at address listed in (3) above), one original set and one conformed copy to James Wittich (at address
listed in (2) above)



	(5)
	Taxpayer
ID Number: 41-0451140 


43





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE HANOVER INSURANCE COMPANY

440 Lincoln Street

Worcester, Massachusetts 01653

Attention: Investment Accounting	 	Series J

$5,000,000





With A Copy To:


Allmerica
Asset Management, Inc.

440 Lincoln Street

Worcester, MA 01653

Fax: (508) 852-6935 


	(1)
	Payments:




All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as to CUSIP #, issuer, coupon rate and due date and
indicating that portion of each payment intended to comprise (i) principal, (ii) interest, and (iii) a premium or other payment, specifying each) to: 



Bankers
Trust Company

New York, New York 10005

ABA No. 021 001 033

Account No. 99-911-145 of Allmerica 


For
Further Credit To:

The Hanover Insurance Company

Account No. 090248 




	(2)
	Notices:




All
notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 



	(3)
	Notes
Delivered To: 



Joseph
MacDougall, Jr.

Vice President and Associate General Counsel

Allmerica Asset Management Company

440 Lincoln Street

Worcester, MA 01653 



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 13-5129825 


44







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	IDS LIFE INSURANCE COMPANY

c/o American Express Financial Corporation

25601 AXP Financial Center

Minneapolis, MN 55474

(Nominee Name "Sher Co.")	 	Series J

$14,000,000




	(1)
	Payments:




All
payments on or in respect of the Notes are to be made by wire transfer of Federal or other immediately available funds to: 



Wells
Fargo Bank

Minneapolis, Minnesota

ABA #091000019

For credit to: American Express Trust Company

A/C #6355045360

For the benefit of: Sher Co. (nominee) 


Ref:
Plum Creek Timberlands, L.P. 7.66% Series J Senior Notes due October 1, 2011, CUSIP/PPN # 72925 AC 1 and information as to principal and interest with such wire transfer to identify
the source and application of funds. 



	(2)
	Notices: 



Address
for all notices relating to payments: 



Sher
Co.

c/o American Express Trust Company

922 AXP Financial Center

Minneapolis, MN 55474

Attn: Marsha Beneke-Johnson

Telephone No.: (612)671-2470

Telecopy No.: (612)671-2409 




Addresses
for all other communications: 



American
Express Financial Corporation

25601 AXP Financial Center

Minneapolis, MN 55474

Attn: Director—Senior Securities Research Dept

Telephone No.: (612)671-2561

Telecopy No.: (612)671-1943 



	(3)
	Notes
Delivered To: 



American
Express Trust Company

Securities Clearance

392 AXP Financial Center

Minneapolis, MN 55474

Attn: Chan Patel

Telephone No.: (612)671-2459

Telecopy No.: (612)671-2409 



	(4)
	Document
Delivery Requirements: one original set, four conformed copies



	(5)
	Taxpayer
ID Number: 41-1430260 


45





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

Post Office Box 20407

Greensboro, North Carolina 27420	 	Series J

$4,000,000




	(1)
	Payments:




Jefferson
Pilot Financial Insurance Company

c/o The Bank of New York

ABA 021000018 BNF: IOC566

FURTHER CREDIT ACCT 060352

Attention: P&I Department 




Such
wire transfer shall identify the issue to which the payment relates and shall identify the amount of principal interest and premium. 


	(2)
	Notices:




Address
for Bank Correspondence (copy to Purchaser at address below) 



Jefferson
Pilot Financial Insurance Company

c/o The Bank of New York

Attention: P&I Department

Post Office Box 19266

Newark, New Jersey 07195 




Purchaser's
Address (for all notices): 



Jefferson
Pilot Financial Insurance Company

Post Office Box 20407

Greensboro, North Carolina 27420

Attention: Securities Administration

FAX: (336) 691-3717 




For
Hand Delivery: 



100
North Greene Street

Greensboro, North Carolina 27401

Attention: Securities Administration 



	(3)
	Notes
Delivered To: 



Bank
of New York

One Wall Street

3rd Floor Window A

For Jefferson—Pilot Financial Account # 060352

New York, New York 10286 




A
copy of the Note(s) should be sent to Jefferson Pilot Financial at the above address. 


	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 62-0395665 


46





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	JEFFERSON-PILOT LIFE INSURANCE COMPANY

Post Office Box 20407

Greensboro, North Carolina 27420	 	Series I

$6,000,000




	(1)
	Payments:




Jefferson-Pilot
Life Insurance Company

c/o The Bank of New York

ABA 021000018 BNF: IOC566

Custody Account 186100

Attention: P&I Department 




Such
wire transfer shall identify the issue to which the payment relates and shall identify the amount of principal interest and premium. 


	(2)
	Notices:




Address
for Bank Correspondence (copy to Purchaser at address below): 



Jefferson-Pilot
Life Insurance Company

c/o The Bank of New York

Attention: P&I Department

Post Office Box 19266

Newark, New Jersey 07195 




Purchaser's
Address (for all notices): 



Jefferson-Pilot
Life Insurance Company

Post Office Box 20407

Greensboro, North Carolina 27420

Attention: Securities Administration

FAX: (336) 691-3717 




For
Hand Delivery: 



100
North Greene Street

Greensboro, North Carolina 27401

Attention: Securities Administration 



	(3)
	Notes
Delivered To: 



Bank
of New York

One Wall Street

3rd Floor Window A

For Jefferson-Pilot Life Account # 186100

New York, New York 10286 




A
copy of the Note(s) should be sent to Jefferson-Pilot Life at the above address. 


	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 56-0359860 


47





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	 	 	Series J
	JOHN HANCOCK LIFE INSURANCE COMPANY	 	$11,500,000
	JOHN HANCOCK LIFE INSURANCE COMPANY	 	$3,000,000
	JOHN HANCOCK LIFE INSURANCE COMPANY	 	$1,000,000
	JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY	 	$1,500,000
	HARE & CO. (Signature 5 L.P.)	 	$3,000,000
	200 Clarendon Street

Boston, MA 02117	 	 




	(1)
	Payments:







	 	 	Wire Information	 	Bank One, Illinois

ABA No. 071 100 269

Account of: John Hancock Collection Account

Account Number: 617423884

On Order of: Plum Creek
	

 	
 	

Wire Deadline:	
 	
12 Noon, Chicago time
	

 	
 	

 	
 	

All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire or transfer of immediately available funds for credit by 12 noon, Chicago time.




	(2)
	Notices:




All
notices shall be sent via fax AND mail according to the instructions below: 



	Scheduled Payments

Unscheduled Prepayments

Notice of Maturity	 	John Hancock Life Insurance Company

201 Knollwood Drive, Suite A

Champaign, IL 61820-7594

Attn: Accounting

Fax: (217) 356-1031	 	John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Bond & Corp. Finance

Group, T-57

Fax: (617) 572-1165





Include:



	(a)
	full
name, interest rate and maturity date of the Notes or other obligations



	(b)
	allocation
of payment between principal and interest and any special payment 


48





 
	(c)
	name
and address of Bank (or Trustee) from which the wire transfer was sent 






	Financial Statements

Certificates of Compliance with Financial covenants

Fax: (617) 572-1605	 	John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Bond and Corporate Finance Group, T-57
	

 	
 	

COPY TO:

2520 Venture Oaks Way, Suite 120

Sacramento, CA 95833

Attn: C. Whit Hill

Fax: (916) 922-4777
	

Change in Issuer's Name, address or Principal place of Business	
 	

John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Investment Law Division, T-30
	Change in location	 	Fax: (617) 572-9269




	(3)
	Notes
Delivered To: 






	JOHN HANCOCK LIFE INSURANCE COMPANY

200 Clarendon Street, T-30

Boston, MA 02117

Attn: Pamela A. Memishian	 	SIGNATURE 5 L.P.:

Bank of New York

One Wall Street, Window A

New York, NY 10268

A/C Name: Investors Bank & Trust Company

Reference: 017001/Signature 5 L.P. 77634




	(4)
	Document
Delivery Requirements: 



Promptly
after the closing (but not later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (Note Purchase Agreement, Securities Purchase
Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to: 



John
Hancock Life Insurance Company

200 Clarendon Street

Boston, MA 02117

Attn: Investment Law Paralegal Unit, T-30 




Promptly
after the closing (but not later than 2 months thereafter; to the address listed above): 


1
set of original closing documents

5 sets of bound, conformed copies of the principal operative documents

1 complete set of copies of the closing documents should be delivered to: 



	John Hancock Life Insurance Company	 	 
	201 Knollwood Drive, Suite A

Champaign, IL 61820-7594

Attn: Cathy Schweighart	 	2520 Ventura Oaks Way, Suite 120

Sacramento, CA 95833

Attn: C. Whit Hill.

Fax: (916) 922-4777





If
more than one Hancock or advisory account is participating in this transaction, the requirements set forth above only need to be fulfilled once (i.e., please don't send 5 conformed copies for each
participating account) except where otherwise noted. 


	(5)
	Taxpayer
ID Number: 04-1414660 


49







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	JOHN HANCOCK LIFE INSURANCE COMPANY

200 Clarendon Street

Boston, MA 02117	 	Series K

$18,000,000

$2,000,000




	(1)
	Payments:







	Wire Information	 	Bank One, Illinois

ABA No. 071 100 269

Account of: John Hancock Champaign Service Center—Mortgage/Bond

Account Number: 617423603

On Order of: Plum Creek
	

Wire Deadline:	
 	
12 Noon, Chicago time
	

 	
 	

All payments on account of the Notes or other obligations in accordance with the provisions thereof shall be made by bank wire or transfer of immediately available funds for credit by 12 noon, Chicago time.





	(2)
	Notices:




    All
notices shall be sent via fax AND mail according to the instructions below: 



	Scheduled Payments

Unscheduled

Prepayments

Notice of Maturity	 	John Hancock Life Insurance Company

201 Knollwood Drive, Suite A

Champaign, IL 61820-7594

Attn: Accounting

Fax: (217) 356-1031	 	John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Bond & Corp. Finance

Group, T-57

Fax: (617) 572-1165






Include:



	(a)
	full
name, interest rate and maturity date of the Notes or other obligations



	(b)
	allocation
of payment between principal and interest and any special payment



	(c)
	name
and address of Bank (or Trustee) from which the wire transfer was sent 






	Financial Statements

Certificates of Compliance with Financial covenants

Fax: (617) 572-1605	 	John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Bond and Corporate Finance Group, T-57
	

 	
 	

COPY TO:

2520 Venture Oaks Way, Suite 120

Sacramento, CA 95833

Attn: C. Whit Hill

Fax: (916) 922-4777
	

Change in Issuer's Name, address or Principal place of Business Change in location	
 	

John Hancock Life Insurance Company

200 Clarendon St.

Boston, MA 02117

Attn: Investment Law Division, T-30

Fax: (617) 572-9269




50





 
	(3)
	Notes
Delivered To: 



JOHN
HANCOCK LIFE INSURANCE COMPANY

200 Clarendon Street, T-30

Boston, MA 02117

Attn: Pamela A. Memishian 


	(4)
	Document
Delivery Requirements: 




    Promptly
after the closing (but not later than one week thereafter), one (1) fully executed original counterpart of the Purchase Agreement (Note Purchase Agreement, Securities
Purchase Agreement, Loan Agreement, Participation Agreement, etc.) is to be sent to: 




John
Hancock Life Insurance Company

200 Clarendon Street

Boston, MA 02117

Attn: Investment Law Paralegal Unit, T-30 





    Promptly
after the closing (but not later than 2 months thereafter; to the address listed above): 



1
set of original closing documents

5 sets of bound, conformed copies of the principal operative documents

1 complete set of copies of the closing documents should be delivered to: 



	John Hancock Life Insurance Company	 	 
	201 Knollwood Drive, Suite A	 	2520 Ventura Oaks Way, Suite 120
	Champaign, IL 61820-7594	 	Sacramento, CA 95833
	Attn: Cathy Schweighart	 	Attn: C. Whit Hill.
	 	 	Fax: (916) 922-4777






    If
more than one Hancock or advisory account is participating in this transaction, the requirements set forth above only need to be fulfilled once (i.e., please don't send 5 conformed
copies for each participating account) except where otherwise noted. 


	(5)
	Taxpayer
ID Number: 04-1414660 


51





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	LUTHERAN BROTHERHOOD

625 Fourth Avenue South

Minneapolis, MN 55415	 	Series I

$8,000,000




	(1)
	Payments:







	By Wire:	 	Wells Fargo Bank Minnesota, N.A., ABA #091000019

For Credit to Trust Clearing Account #0000840245

Attn: Carrie Archibald

For Credit to: Lutheran Brotherhood, Account No. 12651300
	

By Mail:	
 	

Lutheran Brotherhood

Wells Fargo Bank Minnesota, N.A.

MAC N 9306-055, Investor's Building, 5th Floor

733 Marquette Avenue

Minneapolis, MN 55485






    All
payments must include the following information: 



	 	 	A/C Lutheran Brotherhood, Account No. 12651300

Plum Creek Timberlands, L.P., 7.25% Series I Senior Notes due October 1, 2008

CUSIP/PPN #: 72925# AB 3

Reference Purpose of Payment; Interest and/or Principal Breakdown




	(2)
	Notices
of payments and written confirmation of such wire transfers to: 






	 	 	Lutheran Brotherhood

Attn: Investment Accounting/Trading Administrator

625 Fourth Avenue South, 10th Floor

Minneapolis, MN 55415
	

All other communications to:	
 	

Lutheran Brotherhood

Attn: Investment Division

625 Fourth Avenue South

Minneapolis, MN 55415

Fax: (612) 340-5776





	(3)
	Notes
Delivered To: 



Wells
Fargo Bank Minnesota, N.A.

733 Marquette Avenue

Attn: Client Services—Carrie Archibald

MAC N 9306-055, Investor's Building, 5th Floor

Minneapolis, MN 55479-0051

Fax: (612) 667-0550 




    With
a copy to the Lutheran Brotherhood in-house attorney 


	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 41-0385700 


52





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	METROPOLITAN INSURANCE AND ANNUITY COMPANY

c/o Metropolitan Life Insurance Company

Private Placement Unit

334 Madison Avenue

Convent Station, NJ 07961-0633

Attn: Director	 	Series J

$7,000,000





	(1)
	Payments:




    All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 




The
Chase Manhattan Bank

New York, NY

ABA No. 021000021

Account No. 002-1-072301

With reference to PPN #: 72925 AC 1 




	(2)
	Notices:




    All
notices in respect of payment shall be delivered to: 




Metropolitan
Insurance and Annuity Company

c/o Metropolitan Life Insurance Company

Private Placement Unit

334 Madison Avenue

Convent Station, NJ 07961-0633

Attn: Director 




	(3)
	Notes
Delivered To: 






Kimberly
Banks MacKay, Esq.

Metropolitan Life Insurance Company

334 Madison Avenue

Convent Station, NJ 07961-0633 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 13-2876440 


53





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	METROPOLITAN LIFE INSURANCE COMPANY

334 Madison Avenue

Convent Station, NJ 07961-0633

Attn: Director	 	Series J

$20,000,000

Series K

$11,000,000




	(1)
	Payments:




    All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 




The
Chase Manhattan Bank

New York, NY

ABA No. 021000021

Account No. 022-2-410591

With reference to PPN #: 72925# AC 1 for Series J and 72925 for Series K 




	(2)
	Notices:




    All
notices in respect of payment shall be delivered to: 




Metropolitan
Life Insurance Company

Private Placement Unit

334 Madison Avenue

Convent Station, NJ 07961-0633

Attn: Director 




	(3)
	Notes
Delivered To: 




Kimberly
Banks MacKay, Esq.

Metropolitan Life Insurance Company

334 Madison Avenue

Convent Station, NJ 07961-0633 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 13-558-1829 


54





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	MODERN WOODMEN OF AMERICA

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201	 	Series J

$6,000,000




	(1)
	Payments:




    All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 




The
Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ABA No. 071-000-152

Account Name: Modern Woodmen of America

Account No. 84352 





    Each
such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Notes, a reference to PPN
No. 72925 # AC 1 and the due date and application (as among principal, premium and interest) of the payment being made. 


	(2)
	Notices:




    Address
for all notices relating to payments: 




Modern
Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201 





    Address
for all other communications and notices: 




Modern
Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 36-1493430 


55







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	MONY LIFE INSURANCE COMPANY

1740 Broadway

New York, NY 10019

(Nominee Name "J. ROMEO & Co.")	 	Series K

$4,000,000




	(1)
	Payments:




    All
payments by bank wire or intrabank transfer of Federal or other funds to: 




JP
Morgan Chase Manhattan Bank, ABA #021000021, for credit to Private Income Processing Account No. 900 9000 200 for further credit to account G52963 in respect of principal in the amount of
            and interest in the amount of      on the 7.76% Series K Senior Notes issued by Plum Creek Timberlands, L.P. 




	(2)
	Notices: 



    All
Notices and Confirmations Relating to Payments: 




To
JP Morgan Chase Manhattan Bank: 



	(a)
	If
by regular mail, registered mail, certified mail or Federal Express to: 






JP
Morgan Chase Manhattan Bank

14201 N. Dallas Parkway, 13th Floor

Dallas, Texas 75254-2917 




	(b)
	If
by fax to: 




JP
Morgan Chase Manhattan Bank

(469) 477-1904 






    With
a second copy to MONY Life Insurance Company: 



	(a)
	If
by regular mail, registered mail, certified mail or Federal Express to: 






MONY
Life Insurance Company

1740 Broadway

New York, NY 10019

Attn: Securities Custody Division, M.D. 6-39A 




	(b)
	If
by fax to: 




(212) 708-2152

Attn: Securities Custody Division, M.D. 6-39A 






    Addresses
for all other communications: 





MONY
Life Insurance Company

1740 Broadway

New York, NY 10019

Attn: Capital Management Unit

Fax: (212) 708-2491 




	(3)
	Notes
Delivered To: 




MONY
Life Insurance Company

Law Department

1740 Broadway

New York, NY 10019 





56





 



	(4)
	Document
Delivery Requirements: one manually executed set of closing documents and three conformed copies



	(5)
	Taxpayer
ID Number: 13-1632487 



57





 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NATIONAL LIFE INSURANCE COMPANY

One National Life Drive

Montpelier, VT 05604	 	Series J

$4,000,000




	(1)
	Payments:





J.P.
Morgan Chase & Co.

New York, NY 10010

ABA No. 021000021

Account No. 910-4-017752 




	(2)
	Notices:







National
Life Insurance Company

One National Life Drive

Montpelier, VT 05604

Attn: Private Placements 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 03-0144090 


58





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	LIFE INSURANCE COMPANY OF THE SOUTHWEST

c/o National Life Insurance Company

One National Life Drive

Montpelier, VT 05604	 	Series I

$5,000,000




	(1)
	Payments:





J.P.
Morgan Chase & Co.

New York, NY 10010

ABA No. 021000021

Account No. 910-2-754349 




	(2)
	Notices:







Life
Insurance Company of the Southwest

c/o National Life Insurance Company

One National Life Drive

Montpelier, VT 05604

Attn: Private Placements 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 75-0953004 


59





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NATIONWIDE LIFE INSURANCE COMPANY

One Nationwide Plaza

Columbus, Ohio 43215-2220	 	Series J

$4,500,000




	(1)
	Payments:





Wiring
instructions:

The Bank of New York

ABA #021-000-018

BNF: IOC566

F/A/O Nationwide Life and Annuity Insurance Company

Attn: P & I Department

PPN# 72825 AC 1

Security Description: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 


Check
instructions:

Nationwide Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195 


(Checks
should be made payable to: Nationwide Life Insurance Company, and identified as to issuer, security, principal and interest) 




	(2)
	Notices:







	All notices of payment on or in respect to the security should be sent to:	 	All other notices and communications to:
	

 	
 	

Nationwide Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195	
 	

Nationwide Life Insurance Company

Attn: Corporate Fixed-Income Securities

One Nationwide Plaza (1-33-05)

Columbus, Ohio 43215-2220
	

with a copy to:	
 	

 
	

 	
 	

Nationwide Life Insurance Company

Attn: Investment Accounting

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220	
 	

 




	(3)
	Notes
Delivered To: 






	 	 	The Bank of New York

One Wall street

3rd Floor - Window A

New York, NY 10286

F/A/O Nationwide Life Insurance Co. Acct #267829	 	 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 31-4156830 


60





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

One Nationwide Plaza

Columbus, Ohio 43215-2220	 	Series J

$2,000,000




	(1)
	Payments:





Wiring
instructions:

The Bank of New York

ABA #021-000-018

BNF: IOC566

F/A/O Nationwide Life and Annuity Insurance Company

Attn: P & I Department

PPN# 72925 AC 1

Security Description: Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due October 1, 2011 


Check
instructions: 


Nationwide
Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195 


(Checks
should be made payable to: Nationwide Life Insurance Company, and identified as to issuer, security, principal and interest) 




	(2)
	Notices:







	All notices of payment on or in respect to the security should be sent to:	 	All other notices and communications to:
	

 	
 	

Nationwide Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195	
 	

Nationwide Life Insurance Company

Attn: Corporate Fixed-Income Securities

One Nationwide Plaza (1-33-05)

Columbus, Ohio 43215-2220
	

with a copy to:	
 	

 
	

 	
 	

Nationwide Life Insurance Company

Attn: Investment Accounting

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220	
 	

 




	(3)
	Notes
Delivered To: 






	 	 	The Bank of New York

One Wall street

3rd Floor - Window A

New York, NY 10286

F/A/O Nationwide Life Insurance Co. Acct #267829	 	 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 31-1000740 


61





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NATIONWIDE MUTUAL INSURANCE COMPANY

One Nationwide Plaza

Columbus, Ohio 43215-2220	 	Series J

$1,500,000




	(1)
	Payments:







	DTC instructions:

The Bank of New York

Institutional ID #32378

Agent Bank #26500, Clearing #901

Custody Acct. #264232

F/A/O Nationwide Mutual Insurance Co.	 	Check instructions:

Nationwide Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195
	

Wiring instructions  Trades only:

BK OF NYC/CUST #264232

ABA #021000018

F/A/O Nationwide Mutual Insurance Co.	
 	

(Checks should be made payable to: Nationwide Life Insurance Company, and identified as to issuer, security, principal and interest)
	

Ineligible Instructions:

Deliver to:

The Bank of New York

Window A, One Wall Street - 3rd Floor

New York, NY 10286

F/A/O Nationwide Mutual Insurance Co.

Acct. #264232	
 	

 




	(2)
	Notices:







	All notices of payment on or in respect to the security should be sent to:	 	All other notices and communications to:
	

 	
 	

Nationwide Life Insurance Company

c/o The Bank of New York

Attn: P & I Department

PO Box 19266

Newark, NJ 07195	
 	

Nationwide Life Insurance Company

Attn: Corporate Fixed-Income Securities

One Nationwide Plaza (1-33-05)

Columbus, Ohio 43215-2220
	

with a copy to:	
 	

 
	

 	
 	

Nationwide Life Insurance Company

Attn: Investment Accounting

One Nationwide Plaza (1-32-05)

Columbus, Ohio 43215-2220	
 	

 




	(3)
	Notes
Delivered To: 






	 	 	The Bank of New York

One Wall street

3rd Floor - Window A

New York, NY 10286

F/A/O Nationwide Life Insurance Co. Acct #264232	 	 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 31-4177100 


62







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	NEW YORK LIFE INSURANCE COMPANY

51 Madison Avenue

New York, New York 10010-1603	 	Series J

$10,000,000




	(1)
	Payments:




    All
payments by wire or intrabank transfer of immediately available funds to: 




Chase
Manhattan Bank

New York, New York 10019

ABA No. 021-000-021

For the account of New York Life Insurance Company

General Account No. 008-9-00687

Ref: Plum Creek Timberlands, L.P. 7.66% Series J Senior Notes due October 1, 2011,

CUSIP/PPN# 72925# AC 1, whether payment is of principal, premium, or interest 





    With
advice of such payments to: 




New
York Life Insurance Company

c/o New York Life Investment Management LLC

51 Madison Avenue

New York, New York 10010-1603 




	Attention:	 	Financial Management and Operations Group

Securities Income Section

2nd Floor

Fax: (212) 447-4160





	(2)
	Notices:




    All
other communications: 




New
York Life Insurance Company

c/o New York Life Investment Management LLC

51 Madison Avenue

New York, New York 10010 




	Attention:	 	Securities Investment Group

Private Finance Group

2nd Floor

Fax: (212) 447-4122






    with
a copy of any notices regarding defaults or Events of Default under the operative documents to: 





Office
of the General Counsel

Investment Section, Room 1107

Fax: (212) 576-8340 





63





 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 13-5582869 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE OHIO NATIONAL LIFE INSURANCE COMPANY

Post Office Box 237

Cincinnati, OH 45201

Attn: Investment Department	 	Series J

$5,000,000




	(1)
	Payments:




    Address
for payments on account of the Notes: 


    By
bank wire transfer of Federal or other immediately available funds (identifying each payment as to issuer, security, and principal or interest) to: 




Firstar
Bank, N.A.

Fifth and Walnut Streets

Cincinnati, OH 45202

ABA No. 042-000013

For credit to The Ohio National Life Insurance Company's Account No. 910-275-7. 




	(2)
	Notices: 



    All
notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 


    Tax
Identification No.: 31-0397080 


    Fax
No.: 513-794-4506 


    Street
Address: 




The
Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH 45242

Attn: Investment Department 




	(3)
	Notes
Delivered To: 




The
Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH 45242

Attn: Jed Martin 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 31-0397080 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	PACIFIC LIFE INSURANCE COMPANY

700 Newport Center Drive

Newport Beach, CA 92660-6397	 	SERIES I

$10,000,000
	(Nominee Name "Mac & Co.")	 	Series J

$5,000,000




64





 
	(1)
	Payments:





Federal
Reserve Bank of Boston

ABA# 0110-0123-4/BOS SAFE DEP

DDA 125261

Attn: MBS Income CC: 1253

A/C Name: Pacific Life General Account/PLCF1810132

Regarding: Security Description & PPN 




	(2)
	Notices: 



    All
notices of payments and written confirmations of such wire transfers to: 




Mellon
Trust

Attn: Pacific Life Accounting Team

One Mellon Bank Center-Room 0930

Pittsburgh, PA 15258-0001

Fax: 412-236-7529 



And




Pacific
Life Insurance Company

Attn: Securities Administration—Cash Team

700 Newport Center Drive

Newport Beach, CA 92660-6397

Fax: 949-640-4013 





    All
other communications shall be addressed to: 




Pacific
Life Insurance Company

Attn: Securities Department

700 Newport Center Drive

Newport Beach, CA 92660-6397

Fax: 949-219-5406 




	(3)
	Notes
Delivered To: 




Mellon
Securities Trust Company

120 Broadway, 13th Floor

New York, NY 10271

Attn: Robert Feraro 212.374.1918

A/C Name: Pacific Life General Acct

A/C #: PLCF1810132 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: General Tax ID#:: 95-1079000 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	PRINCIPAL LIFE INSURANCE COMPANY

C/o Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0301	 	Series H

$12,000,000

$3,000,000
	 	 	Series J

$2,250,000

$1,250,000




65





 
	(1)
	Payments:




    All
payments on account of the Notes to be made by 12:00 noon (NYC time) by wire transfer of immediately available funds to: 


    With
respect to the 6.96% Notes due 2006, in the denominations of $12,000,000 and $3,000,000: 



ABA
No.: 073000228

Wells Fargo Bank Iowa, N.A.

7th and Walnut Streets

Des Moines, Iowa 50309

For credit to Principal Life Insurance Company Account No. 0000014752, OBI PFGSE (S) B0064111(  ) 


    With
sufficient information (including interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the sources and application of
such funds. 


    With
respect to the 7.66% Notes due 2011, in the denominations of $2,250,000 and $1,250,000: 


ABA
No.: 073000228

Wells Fargo Bank Iowa, N.A.

7th and Walnut Streets

Des Moines, Iowa 50309

For credit to Principal Life Insurance Company Account No. 0000014752, OBI PFGSE (S) B0064108(  ) 



    With
sufficient information (including interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the sources and application of
such funds. 


	(2)
	Notices:







	All Notices with respect to payments to:	 	All other communications to:
	

Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0960

Attn: Investment Accounting—Securities

Fax: (515) 248-2643

Confirmation: (515) 247-0689	
 	

Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attn: Investment—Securities

Fax: (515) 248-2490

Confirmation: (515) 248-3495




	(3)
	Notes
Delivered To: 



Principal
Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0301

Attn: Clint Woods 


	(4)
	Document
Delivery Requirements: Two original closing set; two conformed copy.



	(5)
	Taxpayer
ID Number: 42-0127290 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	CGU LIFE INSURANCE COMPANY

c/o Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0301	 	Series J

$1,500,000




66





 
	(1)
	Payments:




    All
payments on account of the Notes to be made by 12:00 noon (NYC time) by wire transfer of immediately available funds to: 


    With
respect to the 7.66% Notes due 2011, in the amount of $1,500,000: 


Mellon
Bank (Boston Safe Deposit)

ABA No.: 011001234

DDA: 048771

Account Name: None given

FFC: CU Life Insurance Co/Principal Financial

FFC AC#: GAIF1309002, OBI PFGSE (S) B0064108 (  ) 


    With
sufficient information (including interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the sources and application of
such funds. 


	(2)
	Notices:







	All Notices with respect to payments to:	 	All other communications to:
	

CGU Life Insurance Company of America

c/o Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0960

Attn: Investment Accounting—Securities

Fax: (515) 248-2643

Confirmation: (515) 248-2766	
 	

CGU Life Insurance Company of America

c/o Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attn: Investment—Securities—Jon Davidson

Fax: (515) 248-2490

Confirmation: (515) 248-3495




	(3)
	Notes
Delivered To: 



CGU
Life Insurance Company of America

c/o Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0301

Attn: Clint Woods 


	(4)
	Document
Delivery Requirements: One original closing set; one conformed copy.



	(5)
	Taxpayer
ID Number: 04-2235236 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	PROVIDENT MUTUAL LIFE INSURANCE COMPANY

1000 Chesterbrook Blvd.

Berwyn, PA 19312	 	Series J

$4,000,000




	(1)
	Payments:





PNC
Bank

Broad and Chestnut Streets

Philadelphia, PA 19101

ABA 031000053

Credit to Provident Mutual Life Insurance Company

Account # 85-4084-2176 




67





 




	(2)
	Notices: 




Provident
Mutual Life Insurance Company

Attn: Investment Department

1000 Chesterbrook Blvd.

Berwyn, PA 19312 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 23-0990450 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

c/o Prudential Capital Group-Corporate Finance

Four Embarcadero Center, Suite 2700

San Francisco, CA 94111-4180	 	Series H

$22,500,000

$2,500,000
	 	 	Series J

$22,500,000

$2,500,000




	(1)
	Payments:



	(a)
	All
payments on account of the $22,500,000 Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 







Prudential
Managed Account, Account No. 890-0304-391

Bank of New York

New York, New York

(ABA No.: 021-000-018) 



	(b)
	All
payments on account of the $2,500,000 Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 



PRIVEST
Portfolio, Account No. 890-0304-994

Bank of New York

New York, New York

(ABA No.: 021-000-018) 



	(c)
	Reference
(i) for Series H Notes, Plum Creek Timberlands, L.P., 6.96% Series H Senior Notes due October 1, 2006, CUSIP/PPN 72925 AA 5 and the application
(as among principal, interest and Yield Maintenance Amount) of the payment being made and (ii) for Series J Notes, Plum Creek Timberlands, L.P., 7.66% Series J Senior Notes due
October 1, 2011, CUSIP/PPN 72925 AC 1 and the application (as among principal, interest and Yield Maintenance Amount) of the payment being made. 



68





 




	(2)
	Notices:







	Address for all communications and notices:	 	with a copy to:
	

The Prudential Insurance Company of America

c/o Prudential Capital Group—Corporate Finance

Four Embarcadero Center, Suite 2700

San Francisco, California 94111-4180

Attn: Managing Director

Tel: (415) 291-5058

Fax: (415) 421-6233	
 	

The Prudential Insurance Company of America

c/o Trade Management

Four Gateway Center

100 Mulberry Street

Newark, New Jersey 07102-4077

Attn: Manager

Tel: (973) 367-3141

Fax: (973) 802-9245






Recipient
of telephonic prepayment notices with respect to Notes: 


Manager,
Investment Structuring and Pricing

Tel: (973) 802-7398

Fax: (973) 802-9425 




	(3)
	Notes
Delivered To: 




Prudential
Capital Group

Four Embarcadero Center

Suite 2700

San Francisco, CA 94111

Attn: James Evert 




	(4)
	Document
Delivery Requirements: one original set and two conformed copies



	(5)
	Taxpayer
ID Number: 22-1211670 






	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	SECURITY FINANCIAL LIFE INSURANCE CO.

4000 Pine Lake Road

P.O. Box 82248

Lincoln, NE 68501-2248	 	Series J

$2,000,000




	(1)
	Payments:




    All
payments on or in respect of the Notes shall be made by wire transfer of immediately available funds at the opening of business on the due date to: 




Wells
Fargo Bank, Nebraska, N.A.

1248 "O" Street

Lincoln, NE 68508

ABA No. 104-000-058 


Account
of: Security Financial Life

Account of: 79-40-797-624 





    Each
such wire transfer shall set forth the name of the issuer, the full title of the Notes (including the rate and final redemption to maturity date) and application of such funds
among principle, premium and interest, if applicable. 


69





 
	(2)
	Notices: 



    All
Notices of payment and written confirmations of such wire transfers should be sent to: 




Security
Financial Life Insurance Co.

4000 Pine Lake Road

P.O. Box 82248

Lincoln, NE 68516

Attn: Investment Division

Telephone: 402-434-9500

Fax: 402-458-2170 





    All
other communications should be sent to: 




Security
Financial Life Insurance Co.

4000 Pine Lake Road

P.O. Box 82248

Lincoln, NE 68501-2248 




	(3)
	Notes
Delivered To:



	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number: 47-0293990 


70







  



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF	 	Series J
	AMERICA	 	$40,000,000
	730 Third Avenue

New York, NY 10017	 	 




	(1)
	Payments:




    All
payments on or in respect of the Series J Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing
House System, to: 




The
Chase Manhattan Bank

ABA No. 021-000-021

Account No. 900-9-000200

For further credit to the TIAA Account #: G07040

Ref: PPN: 72925 # AC 1/Plum Creek Timberlands,

         L.P./ Maturity Date: October 1, 2011

         Interest Rate: 7.66%/P&I Breakdown 




	(2)
	Notices: 



    Contemporaneous
with the above electronic funds transfer, advice setting forth (1) the full name, private placement number, interest rate and maturity date of the
Series J Notes, (2) allocation of payment between principal, interest, Yield-Maintenance Premium, other premium or any special payment and (3) the name and address of the bank
from which such electronic funds transfer was sent, shall be delivered, mailed or faxed to: 




Teachers
Insurance and Annuity Association of America

730 Third Avenue

New York, NY 10017

Attn: Securities Accounting Division

Telephone: 212-916-4188

Fax: 212-916-6955 





    All
other communications shall be delivered or mailed to: 




Teachers
Insurance and Annuity Association of America

730 Third Avenue

New York, NY 10017

Attn: Securities Division, Private Placements

Telephone: 212-916-6372 (Cynthia Bush) or 212-490-9000 (general number)

Fax: 212-916-6582 




	(3)
	Notes
Delivered To: 




Teachers
Insurance and Annuity Association of America

730 Third Avenue

New York, NY 10017

Attn: Timothy F. Hodgdon, Corporate Finance Law 




	(4)
	Document
Delivery Requirements: 



    Sent
to address in (3) above: one set of original closing documents, three conformed copies 


	(5)
	Taxpayer
ID Number: 13-1624203 


71





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE TRAVELERS INSURANCE COMPANY	 	Series J
	242 Trumbull Street, P.O. Box 150449	 	$8,000,000
	Hartford, Connecticut 06115-0449

(Nominee Name "TRAL & CO.")	 	 




	(1)
	Payments:




    All
payments to be made by crediting (in the form of federal funds bank wire transfer, with sufficient information to identify the source and application of funds) the following
account: 




The
Travelers Insurance Company—Consolidated Private Placement Account No. 910-2-587434

The Chase Manhattan Bank, N.A.

One Chase Manhattan Plaza

New York, New York 10004

ABA No. 021000021 




	(2)
	Notices: 



    All
notices with respect to payment should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Cashier, 5th Floor

Facsimile: 860-277-7941 





    All
other communications should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Private Placements, 7th Floor

Facsimile: 860-954-5243 




	(3)
	Notes
Delivered To: 




Daniel
B. Kenney, Counsel

The Travelers Insurance Company, 7th Floor

242 Trumbull Street, P.O. Box 150449

Hartford, CT 06115-0449 




	(4)
	Document
Delivery Requirements: 




    Sent
to address in (3) above: one set of original closing documents; three conformed copies 


	(5)
	Taxpayer
ID Number: 06-0566090 (a Connecticut corporation) 


72





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE TRAVELERS INSURANCE COMPANY	 	Series J
	(for one of its separate accounts)	 	$10,000,000
	242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

(Nominee Name "TRAL & CO.")	 	 




	(1)
	Payments:




    All
payments to be made by crediting (in the form of federal funds bank wire transfer, with sufficient information to identify the source and application of funds) the following
account: 




The
Travelers Insurance Company—Separate Account TLAC Account No. 910-2-739365

The Chase Manhattan Bank, N.A.

One Chase Manhattan Plaza

New York, New York 10004

ABA No. 021000021 




	(2)
	Notices: 



    All
notices with respect to payment should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Cashier, 5th Floor

Facsimile: 860-277-7941 





    All
other communications should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Private Placements, 7th Floor

Facsimile: 860-954-5243 




	(3)
	Notes
Delivered To: 




Daniel
B. Kenney, Counsel

The Travelers Insurance Company, 7th Floor

242 Trumbull Street, P.O. Box 150449

Hartford, CT 06115-0449 




	(4)
	Document
Delivery Requirements: 




Sent
to address in (3) above: one set of original closing documents; three conformed copies 




	(5)
	Taxpayer
ID Number: 06-0566090 


73





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE TRAVELERS INSURANCE COMPANY	 	Series J
	(for one of its separate accounts)	 	$3,000,000
	242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449	 	 




	(1)
	Payments:




    All
payments to be made by crediting (in the form of federal funds bank wire transfer, with sufficient information to identify the source and application of funds) the following
account: 




The
Travelers Insurance Company—Separate Account SMGA Account No. 910-2-720464

The Chase Manhattan Bank, N.A.

One Chase Manhattan Plaza

New York, New York 10004

ABA No. 021000021 




	(2)
	Notices: 





    All
notices with respect to payment should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Cashier, 5th Floor

Facsimile: 860-277-7941 





    All
other communications should be directed to: 




The
Travelers Insurance Company

242 Trumbull Street, P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Investment Group—Private Placements, 7th Floor

Facsimile: 860-954-5243 




	(3)
	Notes
Delivered To: 




Daniel
B. Kenney, Counsel

The Travelers Insurance Company, 7th Floor

242 Trumbull Street, P.O. Box 150449

Hartford, CT 06115-0449 




	(4)
	Document
Delivery Requirements: 




Send
to address in (3) above: one set of original closing documents; three conformed copies 




	(5)
	Taxpayer
ID Number: 06-0566090 


74





 


	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	THE UNION CENTRAL LIFE INSURANCE COMPANY	 	Series J
	Summit Investment Partners, LLC	 	$2,000,000
	312 Elm Street, Suite 121112

Cincinnati, Ohio 45202

Attn: Mr. Gary Rodmaker

Fax: (513) 632-1610

(Nominee Name "Hare & Co.")	 	 




	(1)
	Payments:





All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Plum Creek Timber Company, L.P., Senior Notes,
Series J due October 1, 2011, PPN: 72925# AC 1 and principal or interest:") to: 


Hare
BNF/IOC 566

New York, New York

ABA #021-000-018 


for
credit to: The Union Central Life Insurance Company

Account # 367614

Attn: P&L Department

Subject: Plum Creek 7.66% Senior Notes, Series J due October 1, 2011 




	(2)
	Notices: 



    All
notices with respect to payment should be directed to: 




The
Union Central Life Insurance Company

Summit Investment Partners LLC

Cincinnati, Ohio 45202

Attn: Treasury Department

Fax: (513) 632-1697 





    All
notices with respect to all other communications to be addressed as first provided above. 


	(3)
	Notes
Delivered To: 




The
Bank of New York

1 Wall Street, 3rd Floor

Window A

Attn: Ms. Pam Gregg

New York City, New York 10286 


For
the account of: 


The
Union Central Life Insurance Co.

Account No. 367614 


Copy
To: 


Summit
Partners

312 Elm Street, Suite 2525

Cincinnati, OH 45202

Attn: Jeff Hansen 




	(4)
	Document
Delivery Requirements:



	(5)
	Taxpayer
ID Number for Union Central Life: 31-0472910 


75





 

Taxpayer
ID Number for Hare & Co.: 13-6062916 



76





 



	Name and Address of Purchaser
 
	 	Principal Amount of Notes to be Purchased

	UNUM LIFE INSURANCE COMPANY OF AMERICA	 	Series K
	One Fountain Square	 	$14,000,000
	Chattanooga, Tennessee 37402

(Nominee Name "CUDD & CO.")	 	 




	(1)
	Payments:




    All
payments on account of the Notes shall be made by wire transfer of immediately available funds to: 




CUDD &
CO.

c/o The Chase Manhattan Bank

New York, New York

ABA no. 021 000 021

SSG Private Income Processing

A/C #900-9-000200

Custodial Account No. G08287 


Reference:
Plum Creek Timberlands, L.P., 7.76% Series K Senior Notes due October 1, 2013,

CUSIP/PPN: 72925 AD 9, Principal, Interest 




	(2)
	Notices: 




Provident
Investment Management, LLC

Private Placements

One Fountain Square

Chattanooga, Tennessee 37402 




	(3)
	Notes
Delivered To: 




The
Chase Manhattan Bank

4 New York Plaza, Ground Floor Window

New York, NY 10004

Account No.: G08287 (Unum Life Insurance Company of America)

Attn: John Bouquet, Tel: (212)623-2840 


Two
Copies to: 


Mr. Tim
Benson

Unum Provident Corporation

Investment Operations, 6N

One Fountain Square

Chattanooga TN 37402

(423) 755-1172 





(4):  Document
Delivery Requirements: two sets of originals; three conformed copies 


	(5)
	Taxpayer
ID Number: 13-6022143 (CUDD & CO.) 


77







 
 

EXHIBIT 6B(1)
  
    Liens    



	1.
	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 Agreements.



	2.
	Liens
on any property or assets acquired by the Company or any Restricted Subsidiary pursuant to the Agreement of Merger existing at the time of the Merger that do not materially
impair the value of all such property or assets and do not materially interfere with the ordinary conduct of business of the Company or any Restricted Subsidiary, provided that no such Liens secure
Debt other than Debt which in an aggregate amount is not in excess of $10,000,000. 





 
 

EXHIBIT 6B(3)
  
    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 one of its independent contractors in the approximate principal amount of $18,000, representing approximately one-half of the purchase price
of certain logging equipment used by the independent contractor. As of September 24, 2001, the remaining balance of the loan was $14,906.56.



	8.
	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 $251,731. The loan is scheduled to be paid in full on April 1, 2003. 





 
 

EXHIBIT 8C
  
    Subsidiaries    



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.

Plum Creek Investment Company

Plum Creek Land Company

Plum Creek Maine Marketing, Inc.

Highland Resources Inc. 





 
 

EXHIBIT 8G
  
    Material Transactions    



	1.
	Subsequent
to December 31, 2000, there have been the following Restricted Payments declared, paid or made by the Company:



	(a)
	Fourth
Quarter 2000 Distribution of Available Cash in the amount of $39,447,748 paid to the Corporation for distribution to stockholders of the Corporation in the first quarter of
2001.



	(b)
	First
Quarter 2001 Distribution of Available Cash in the amount of $39,447,748 paid to the Corporation for distribution to stockholders of the Corporation in the second quarter of
2001.



	(c)
	Second
Quarter 2001 Distribution of Available Cash in the amount of $39,447,748 paid to the Corporation for distribution to stockholders of the Corporation in the third quarter of
2001. 












 
 

EXHIBIT 8J
  
    Pending Actions
  
    None    








 
 

EXHIBIT 8K
  
    Property Title    




    With
respect to the properties and assets acquired by the Company and its Subsidiaries pursuant to the Agreement of Merger, such defects in title and, in the case of such properties
and assets which are leased, such defects in leasehold interests, as would not reasonably be expected to materially impair the value of all such assets or materially interfere with the ordinary
conduct of the business of the Company and its Subsidiaries. 


    The
Company's or any Subsidiary's title to Timberlands acquired from time to time, including those Timberlands acquired pursuant to the Agreement of Merger, does not in many instances
include related hard rock mineral interests and oil and gas mineral interests. The title to all of the Company's and any Subsidiary's Timberlands is subject to presently existing easements, rights of
way, flowage and flooding rights, servitudes, cemeteries, camping sites, hunting and other leases, licenses and permits, none of which materially adversely affect the value of the Timberlands or
materially restrict the harvesting of timber or other operations of the Company and its Subsidiaries. 





 
 

EXHIBIT 8Q
  
    Environmental Matters    




    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 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, for three of the four projects, 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 these three projects. DEQ may require that
pollution control equipment costing between $500,000 and $1 million be installed for the fourth project. The Company cannot with certainty predict the outcome of the enforcement case. The
Company does not believe that such potential violations, individually or in the aggregate, are reasonably expected to have a Material Adverse Effect. 





 
 

SCHEDULE 10B(1)
  
    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 of 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).



	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. 



	DURATION
 
	 	MINIMUM CREDIT RATING
 

	 
	 	S&P
	 	Moody's

	6 months or less	 	A-	 	A3
	6 - 18 months	 	AA	 	Aa2
	18 months or more	 	AAA	 	Aaa






    Original
issue securities allowable under this policy with less than twelve months to maturity may substitute the issuer's short term credit rating if that rating is
A-1/P-1 or better. 


	V.
	DIVERSIFICATION



    To
diversify risk, no more than $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. 









QuickLinks


TABLE OF CONTENTS


EXHIBIT 6B(1) Liens

EXHIBIT 6B(3) Investments

EXHIBIT 8C Subsidiaries

EXHIBIT 8G Material Transactions

EXHIBIT 8J Pending Actions None



EXHIBIT 8K Property Title

EXHIBIT 8Q Environmental Matters

SCHEDULE 10B(1) Investment Policy Plum Creek Timber Company, L.P. Corporate Investment Policy