Exhibit 4.2


 


OFFICER’S CERTIFICATE


 


The undersigned, William R. Brown, Executive Vice President and Chief
Financial Officer of Plum Creek Timber Company, Inc. (the “Company”), a
Delaware corporation, hereby certifies, on behalf of the Company in its capacity
as sole member of Plum Creek Timber I. L.L.C., a Delaware limited liability
company, in its capacity as general partner of the Plum Creek Timberlands, L.P.
(the “Partnership”), a Delaware limited partnership, pursuant to Sections 2.1,
2.3 and 11.5 of the Indenture, dated as of November 14, 2005 (the “Indenture”),
by and among the Partnership, as issuer, the Company, as guarantor, and U.S.
Bank National Association, a national banking association, as trustee, as
follows:


 


1.             The undersigned has
read Sections 2.1 and 2.3 of the Indenture and such other sections of the
Indenture and other documents and has made such other inquiries as he has
deemed necessary to make the certifications set forth herein.


 


2.             In the opinion of the
undersigned, the covenants and conditions precedent provided for in the
Indenture and as set forth in Annex A attached hereto relating to the
issuance of the Partnership’s 5.875% Notes due 2015 (the “Notes”) have been
complied with.


 


3.             The form and terms of
the Notes, as set forth on Annex A attached hereto, have been duly
established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with
the Indenture.


 


[The remainder of this page is
blank]


 


1





















 


IN WITNESS WHEREOF, the
undersigned has caused this certificate to be duly executed as of this 14th
day of November, 2005.


 


	
   

  	
  PLUM CREEK TIMBERLANDS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLUM CREEK TIMBER I,
  L.L.C.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PLUM CREEK TIMBER COMPANY, INC.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ William R.
  Brown

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  William R. Brown

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  and

  Chief Financial Officer

  
							



 


 


[Signature page to Officer’s Certificate to Indenture]


 





















 


ANNEX A


 


Pursuant to Sections 2.1 and
2.3 of the Indenture, dated as of November 14, 2005 (the “Indenture”), among
Plum Creek Timberlands, L.P. (the “Issuer”), Plum Creek Timber Company, Inc.
(the “Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”),
the terms of a series of Securities to be issued pursuant to the Indenture are
as follows:


 


1.                                    Designation.  The designation of the Securities is the “5.875%
Notes due 2015” (herein referred to as the “Notes”).


 


2.                                       Initial
Aggregate Principal Amount.  The
Notes shall be limited in initial aggregate principal amount to $300,000,000
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Section 2.8,
2.9, 2.11, 8.5 or 12.3 of the Indenture).


 


3.                                       Maturity.  The date on which the principal of the Notes
is payable is November 15, 2015 (the “Maturity Date”).


 


4.                                       Rate
of Interest; Interest Payment Date; Regular Record Dates.  Each Note shall bear interest at the rate of 5.875%
per year, until the principal thereof is paid. 
Such interest shall be payable semi-annually in arrears on May 15 and
November 15 of each year (each, an “Interest Payment Date”), commencing on
May 15, 2006, to the persons in whose names the Notes are registered at
the close of business on the immediately preceding May 1 and November 1
(each, a “record date”), as the case may be. 
Interest on the Notes shall accrue from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly made available for payment (or from and including the date of issue, if no
interest has been paid or duly made available for payment with respect to the
Notes) to but excluding the applicable Interest Payment Date or the Maturity Date,
as the case may be.  Interest on the
Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day
months.  If any Interest Payment Date or the
Maturity Date falls on a day that is not a Business Day, the required payment
of principal, Make-Whole Amount (as defined below), if any, and/or interest payable
on such date will be made on the next succeeding Business Day as if made on the
date such payment was due, and no interest will accrue on such payment for the
period from and after such Interest Payment Date or maturity date, as the case
may be, to the date of such payment on the next succeeding Business Day.


 


5.                                    Place
of Payment.  Payments of principal,
Make-Whole Amount, if any, and interest on the Notes shall be payable, at the
office of the Issuer’s paying agent maintained in the Borough of Manhattan, The
City of New York.  Payment of principal
of, or Make-Whole Amount, if any, on a


 


A-1





















 


definitive Note may be
made only against surrender of the Note to the Issuer’s paying agent.  The Issuer may, however, make payments of
interest by mailing checks to the address of the holder appearing in the
security register maintained by the registrar. 
However, while any Notes are represented by a Registered Global
Security, payment of principal of, Make-Whole Amount, if any, or interest on
the Notes may be made by wire transfer to the account of the Depositary or its
nominee.


 


6.                                       Optional
Redemption.


 


(a)                                  The Issuer may redeem the Notes at any time
in whole or from time to time in part at a redemption price equal to the sum of
100% of the aggregate principal amount of the Notes being redeemed, accrued but
unpaid interest on those Notes to, but not including, the redemption date, and
the Make-Whole Amount, if any.  The Issuer
will, however, pay the interest installment due on any Interest Payment Date
that occurs on or before a redemption date to the registered holders of the Notes
as of the close of business on the record date immediately preceding that Interest
Payment Date.  If the Issuer has given notice
as provided in the Indenture and made funds available for the redemption of any
Notes called for redemption on the redemption date referred to in that notice,
those Notes will cease to bear interest on that redemption date and the only
right of the holders of those Notes will be to receive payment of the
redemption price.  Notice of redemption
and partial redemption shall be as provided in the Indenture.


 


(b)                                 As used herein, the following terms shall
have the respective meanings specified:


 


(i)                                     “Make-Whole Amount” means, in connection with any optional
redemption, the excess, if any, of (a) the aggregate present value as of
the date of such redemption of each dollar of principal being redeemed and the
amount of interest, exclusive of interest accrued to the date of redemption,
that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semi-annual basis (assuming
a 360-day year of twelve 30-day months), such principal and interest at the
Reinvestment Rate, determined on the third Business Day preceding the date
notice of such redemption is given, from the respective dates on which such
principal and interest would have been payable if such redemption had not been
made, to the date of redemption,


 


A-2





















 


over (b) the
aggregate principal amount of the Notes being redeemed.


 


(ii)                                  “Reinvestment Rate” means 0.25% plus the arithmetic mean of
the yields under the heading “Week Ending” published in the most recent
Statistical Release under the caption “Treasury Constant Maturities” for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the payment date of the principal amount of the Notes being
redeemed.  If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. 
For the purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.  If the
format or content of the Statistical Release changes in a manner that precludes
determination of the Treasury yield in the above manner, then the Treasury
yield shall be determined in the manner that most closely approximates the
above manner, as reasonably determined by the Issuer.


 


(iii)                               “Statistical Release” means the statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Federal Reserve System and which reports yields on actively traded
United States government securities adjusted to constant maturities, or, if
such statistical release is not published at the time of any required
determination under the indenture, then such other reasonably comparable index
which shall be designated by the Issuer.


 


7.                                       Mandatory
Redemption.  The Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.


 


8.                                       Ranking
Security.  The Notes are unsecured
obligations of the Issuer and rank equally with other unsecured indebtedness of
the Issuer that is not subordinated to the Notes.


 


A-3





















 


9.                                       Amount
Payable Upon Acceleration.  100% of the
principal of and accrued interest, if any, on the Notes shall be payable upon
declaration of acceleration pursuant to Section 5.1 of the Indenture.


 


10.                                 Payment
Currency - Election.  The principal
of, Make-Whole Amount, if any, and interest on the Notes shall not be payable
in a currency other than Dollars.


 


11.                                 Payment
Currency - Index.  The principal of,
Make-Whole Amount, if any, and interest on the Notes shall not be determined
with reference to an index based on a coin or currency.


 


12.                                 Registered
Securities.  The Notes shall be
issued only as Registered Securities.  The Notes shall be issuable as Registered
Global Securities.


 


13.                                 Additional
Amounts.  The Issuer shall not pay
additional amounts on the Notes held by a Person that is not a U.S. Person in
respect of taxes or similar charges withheld or deducted.


 


14.                                 Definitive
Certificates.  Section 2.8 of
the Indenture will govern the transferability of the Notes in definitive form.


 


15.                                 Registrar;
Paying Agent; Depositary.  The
Trustee shall initially serve as the registrar and the paying agent for the
Notes.  The Depository Trust Company
shall initially serve as the Depositary for the Registered Global Security
representing the Notes.


 


16.                                 Events
of Default.  There shall be no
deletions from, modifications or additions to the Events of Default set forth
in Section 5.1 of the Indenture with respect to the Notes.


 


17.                                 Covenants.  There shall be the following additions to the
covenants of the Issuer set forth in Article III of the Indenture with
respect to the Notes:


 


(a)                                  Limitations On Creation of Secured Debt. 
Neither the Issuer nor any Restricted Subsidiary of the Issuer will
issue, incur, create, assume or guarantee any Secured Debt without securing the
Notes equally and ratably with or prior to that Secured Debt unless after
giving effect to such transaction, including any concurrent repayment of any
Secured Debt, the sum of (A) the total amount of all Secured Debt with
which the Notes are not at least equally and ratably secured and (B) the
greater of the total net proceeds and all Attributable Debt with respect to all
sale and lease-back transactions involving Principal Properties entered into
after the date of the Indenture, other than those permitted under the “Limitations
On Sale and Lease-Back Transactions” covenant


 


A-4





















 


below,
would not exceed 10% of Consolidated Net Tangible Assets at the end of the
Issuer’s most recent fiscal quarter.


 


(b)                                 Limitations On Sale and Lease-Back Transactions.  Subject
to the immediately succeeding paragraph, neither the Issuer nor any Restricted
Subsidiary of the Issuer will enter into any lease with a term longer than
three years covering any Principal Property of the Issuer or its Restricted
Subsidiaries that is sold to any other person (other than the Guarantor, the
Issuer or any Restricted Subsidiary) in connection with that lease unless:  (i) the Issuer or any of its Restricted
Subsidiaries would be entitled to incur Secured Debt on the Principal Property
without equally and ratably securing the Notes pursuant to the covenant
described in clause (a) above; or (ii) an amount equal to the greater
of (x) the net proceeds from the sale of such Principal Property or (y) the
Attributable Debt with respect to the sale and lease-back transaction is
applied within 180 days of such sale to the voluntary retirement or prepayment
of the Issuer’s or any Restricted Subsidiary’s long-term Debt which is senior
to or equal with the Notes in right of payment or to the purchase or
development of other property that will constitute Principal Property; or (iii) such
sale and lease-back transaction is financed through an industrial revenue bond,
industrial development bond, pollution control bond or similar financing
arrangement between the Issuer or a Restricted Subsidiary and any federal,
state or municipal government or other governmental body or quasi-governmental
agency.


 


However,
the Issuer and any of its Restricted Subsidiaries shall be able to enter into a
sale and lease-back transaction without being required to apply the net
proceeds or Attributable Debt as required above if, after giving effect to such
transaction, including any concurrent repayment of Secured Debt, the sum of (A) the
total amount of all Secured Debt with which the Notes are not at least equally
and ratably secured and (B) the greater of the total net proceeds or
Attributable Debt of all sale and lease-back transactions entered into after
the date of the Indenture (other than as permitted by clause (b) of this Section 20),
would not exceed 10% of Consolidated Net Tangible Assets  at the end of the Issuer’s most recent fiscal
quarter.


 


(c)                                  Definitions.  As used herein, the following
terms shall have the respective meanings specified:


 


(i)                                     “Attributable Debt” means, with regard to a sale and
lease-back transaction, the lesser of (A) the fair market value of


 


A-5





















 


the property
subject thereto as determined in good faith by the Board of Directors or (B) the
discounted present value of all net rentals under the lease.  The discount rate used to determine the
discounted present value will equal the weighted average rates of all
securities then issued and outstanding under the Indenture.


 


(ii)                                  “Consolidated Net Tangible Assets” means total assets less
the sum of total current liabilities and intangible assets, in each case as set
forth on the most recent consolidated balance sheet of the Issuer and its
consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles (“GAAP”) in the United States.


 


(iii)                               “Debt” means, at any time, all obligations of the Issuer and
each Restricted Subsidiary, to the extent such obligations would appear as a
liability upon the consolidated balance sheet of the Issuer, in accordance with
generally accepted accounting principles, (1) for borrowed money, (2) evidenced
by bonds, debentures, notes or other similar instruments, and (3) in
respect of any letters of credit supporting any Debt of others, and all
guarantees by the Issuer or any Restricted Subsidiary of Debt of others.


 


(iv)                              “Lien” means a mortgage, security interest, security
agreement, pledge, lien, charge or any other encumbrance of any kind.


 


(v)                                 “Principal Property” means (1) Timberlands, and (2) any
mill, converting plant, manufacturing plant or other facility owned on the date
of the indenture or thereafter acquired by the Issuer or any Restricted
Subsidiary that is located within the continental United States.


 


(vi)                              “Restricted Subsidiary” means any direct or indirect domestic
Subsidiary of the Issuer that owns any Principal Property.


 


(vii)                           “Secured Debt” means any Debt of the Issuer or any of its
Restricted Subsidiaries that is secured by a Lien on any Principal Property or
on any stock of, or on any Debt of, a Restricted Subsidiary.  Secured Debt does not include Debt secured
by:  (a) Liens existing at the time
of acquisition by the Issuer or any of its Restricted Subsidiaries on Principal
Property or any stock of, or on any Debt, of a Restricted Subsidiary, whether
or not assumed; (b) Liens to secure


 


A-6





















 


Debt among
the Issuer and/or one of its Restricted Subsidiaries or among Restricted
Subsidiaries; (c) Liens of an entity existing at the time such entity is
merged or consolidated with the Issuer or a Restricted Subsidiary; (d) Liens
on shares of stock or on Debt or other assets of an entity existing at the time
such entity becomes a Restricted Subsidiary; (e) Liens of an entity at the
time of a sale or lease of the properties of such entity as an entirety or
substantially as an entirety to the Issuer or a Restricted Subsidiary; (f) Liens
on timberlands in connection with an arrangement under which the Issuer and/or
one or more of its Restricted Subsidiaries are obligated to cut and pay for timber
in order to provide the Lien holder with a specified amount of money, however
determined; (g) Liens on property to secure all or part of the cost of
acquiring, substantially repairing or altering, constructing, developing or
substantially improving the property, or to secure all or part of such
property;  provided
that the principal amount of Debt secured by each such Lien (i) was
incurred concurrently with, or within 18 months of, such acquisition, repair,
alteration, construction, development or improvement and (ii) does not
exceed the cost to the Issuer or such Restricted Subsidiary of the property
subject to the Lien, as determined in accordance with GAAP; and (h) Liens
created or incurred in connection with an industrial revenue bond, industrial
development bond, pollution control bond or similar financing arrangement
between the Issuer or a Restricted Subsidiary and any federal, state or
municipal government or other governmental body or quasi-governmental agency; (i) Liens
for taxes, assessments or other governmental charges which are not yet due or
payable without penalty that are being contested by the Issuer or a Restricted
Subsidiary, and for which adequate reserves have been created; (j) Liens
arising out of litigation or judgments being contested in good faith and by
appropriate proceedings; (k) materialmen’s, mechanics’, workmen’s, repairmen’s,
landlord’s Liens for rent or other similar Liens arising in the ordinary course
of business in respect of obligations which are not overdue or which are being
contested by the Issuer or any of its Restricted Subsidiaries in good faith and
by appropriate proceedings; (l) Liens consisting of zoning restrictions,
licenses, easements and restrictions on the use of real property and minor
irregularities that do not materially impair the use of the real property; (m)
Liens existing at the date of the


 


A-7





















 


Indenture;
or (n) Liens constituting any extension, renewal or replacement of any Lien
listed above to the extent the amount of the Lien is not increased.


 


(viii)                        “Timberlands” means any real property of the Issuer or any
Restricted Subsidiary located within the continental United States which
contains (or upon completion of a growth cycle then in process is expected to
contain) standing timber of a commercial quantity and of merchantable quality,
excluding, however, any such real property which at the time of determination
is held primarily for development and not primarily for the production of
timber.


 


18.                                 Guarantee.  The Notes are guaranteed by the Guarantor as
provided in Article XIII of the Indenture. 
The Guarantee is an unsecured obligation of the Guarantor and ranks
equally with other unsecured indebtedness of the Guarantor that is not
subordinated to the Guarantee.


 


19.                                 Conversion
and Exchange.  The Notes shall not be
convertible into or exchangeable into any other security.


 


20.                                 Further
Issues.  The Issuer may, without
notice to or the consent of the holders of the Notes, create and issue further
notes ranking equally and ratably with the Notes in all respects, or in all
respects except for the payment of interest accruing prior to the issue date of
such further notes shall be consolidated and form a single series with the
Notes and shall have the same terms as to status, redemption or otherwise as
the Notes.


 


21.                                 Other
Terms.  The Notes shall have the
other terms and shall be substantially in the form set forth in the form of the
Notes.  In case of any conflict between
this Annex A and the Notes, the form of the Notes shall control.


 


Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Indenture.


 


A-8





















 


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO PLUM CREEK TIMBERLANDS, L.P. (THE “ISSUER”) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.


 


PLUM CREEK TIMBERLANDS, L.P.


 


5.875% Notes due 2015


 


 


	
  CUSIP No. 72925PAB1

  	
   

  
	
  No. R-1

  	
  $300,000,000

  



 


PLUM CREEK TIMBERLANDS, L.P.,
a limited partnership duly organized and existing under the laws of the State
of Delaware (herein referred to as the “Issuer,” which term includes any
successor Person under the Indenture hereinafter referred to) for value
received, hereby promises to pay to CEDE & CO.,
or its registered assigns, the principal sum of THREE
HUNDRED MILLION DOLLARS ($300,000,000) on November 15, 2015 (the
“Stated Maturity Date” with respect to the principal of this Note), unless
previously redeemed on any Redemption Date (as defined below), in accordance with the provisions set forth
on the reverse hereof (the Stated Maturity Date or any Redemption Date is
referred herein as the “Maturity Date” with respect to principal repayable on
such date) and to pay interest thereon
semiannually in arrears on May 15 and November 15 of each year, commencing on
May 15, 2006 (each, an “Interest Payment Date”), at the rate of 5.875% per
annum, until payment of said principal has been made or duly provided for.  Interest on this Note payable on an Interest
Payment Date will accrue from and including the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, or from and
including November 14, 2005 if no interest has been paid or duly provided for,
to but excluding the applicable Interest Payment Date or the Maturity Date, as
the case may be.  Interest on this Note
will be computed on the basis of a 360-day year consisting of twelve 30-day
months.


 


Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Indenture (as defined on the
reverse hereof).


 


The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Holder in which name this Note (or
one or more predecessor Notes) is registered in the Security register at the
close of business on the “Regular Record Date” for such payment, which shall be


 





















 


May 1 or November 1, as the case may be, immediately preceding such
Interest Payment Date (regardless of whether such day is a Business Day (as
defined below)).  Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date, and shall be paid to the Person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a subsequent “Special Record Date” for the payment of such
defaulted interest (which shall be not more than 5 Business Days prior to the
date of the payment of such defaulted interest) established by notice given by
mail by or on behalf of the Issuer to the Holders of the Notes not less than 15
calendar days preceding such subsequent Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.


 


The principal of, and the Make-Whole Amount (as defined on the reverse
hereof), if any, with respect to, this Note payable on the Maturity Date will
be paid against presentation and surrender of this Note at the office or agency
of the Issuer maintained for that purpose in the Borough of Manhattan, The City
of New York.  The Issuer hereby initially
designates the Corporate Trust Office of the Trustee (as defined on the reverse
hereof) at 100 Wall Street, 16th Floor, New York, New York 10004 as
the office to be maintained by it where Notes may be presented for payment,
registration of transfer or exchange and where notices or demands to or upon
the Issuer in respect of the Notes or the Indenture may be served.


 


If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the payment required to be made on such date will,
instead, be made on the next Business Day with the same force and effect as if
it were made on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be. 
“Business Day” means any day, other than a Saturday, a Sunday or other
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.


 


Payments of principal, Make-Whole Amount, if any, and interest in
respect of this Note will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts (i) in the case of payments on the Maturity Date, in
immediately available funds and (ii) in the case of payments of interest on an
Interest Payment Date other than the Maturity Date, at the option of the
Issuer, by check mailed to the Holder entitled thereto at the applicable
address appearing in the Security register or by transfer of immediately
available funds to an account maintained by the payee with a bank located in
the United States of America; provided, however, that so long as Cede & Co.
is the Holder of this Note, payments of interest on an Interest Payment Date
may be made in immediately available funds.


 


Reference is made to the further provisions of this Note set forth on
the reverse hereof.  Such further
provisions shall for all purposes have the same effect as though fully set
forth at this place.


 


This Note shall not be entitled to the benefits of the Indenture or the
Guarantee (as defined on the reverse of this Note) or be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by manual signature by the Trustee.


 





















 


IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed, manually or by facsimile by an authorized
signatory.


 


Date: 


 


	
   

  	
  PLUM
  CREEK TIMBERLANDS, L.P., as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PLUM
  CREEK TIMBER COMPANY, INC.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated herein, referred to in the within-mentioned Indenture.


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 





















 


[REVERSE
OF NOTE]


 


PLUM
CREEK TIMBERLANDS, L.P.


 


5.875%
Note due 2015


 


This Note is one of a duly authorized issue of senior debt securities
of the Issuer (hereinafter called the “Securities”) of the series hereinafter
specified, all issued or to be issued under and pursuant to an Indenture, dated
as of November 14, 2005 (the “Indenture”), duly executed and delivered by the
Issuer and Plum Creek Timber Company, Inc., as guarantor (the “Guarantor”), to
U.S. Bank National Association, as trustee (the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), and reference is hereby made to the
Indenture, and all modifications and amendments and indentures supplemental
thereto relating to the Notes, made for a description of the rights,
limitations of rights, obligations, duties, and immunities thereunder of the
Trustee, the Issuer, the Guarantor and the Holders of the Notes and the terms
upon which the Notes are authenticated and delivered.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may accrue interest (if any) at
different rates or formulas and may otherwise vary as provided in the
Indenture.  This Note is one of a series
of Securities designated as the “5.875% Notes due 2015” (collectively, the
“Notes”) of the Issuer, limited (except as permitted under the Indenture) in
aggregate principal amount to $300,000,000.


 


Payments of principal, Make-Whole Amount, if any, and interest in
respect of the Notes will be fully and unconditionally guaranteed by the
Guarantor.


 


The Issuer may redeem this Note, at any time in whole or from time to
time in part, at the option of the Issuer, at a price equal to the sum of 100%
of the aggregate principal amount of the Notes being redeemed, accrued but
unpaid interest on those Notes to but excluding the date fixed for redemption
date (the “Redemption Date”), and the Make-Whole Amount, if any, as defined
below (the “Redemption Price”); provided, however, that interest
installments due on an Interest Payment Date which is on or prior to the
Redemption Date will be payable to the Holder hereof (or one or more
predecessor Notes) as of the close of business on the Regular Record Date
preceding such Interest Payment Date.


 


If notice has been given as provided in the Indenture and funds for the
redemption of this Note or any part thereof called for redemption shall have
been made available on the Redemption Date, this Note or such part thereof will
cease to bear interest on the Redemption Date referred to in such notice and
the only right of the Holder will be to receive payment of the Redemption
Price.  Notice of any optional redemption
of any Notes will be given to the Holder hereof (in accordance with the
provisions of the Indenture), not more than 60 nor less than 30 days prior to
the Redemption Date.  The notice of
redemption will specify, among other things, the Redemption Date, the
Redemption Price and the principal amount of Notes to be redeemed.  In the event of redemption of this Note in
part only, a new Note of like tenor for the unredeemed portion hereof and
otherwise having the same terms and provisions as this Note shall be issued by
the Issuer in the name of the Holder hereof upon the presentation and surrender
hereof.


 


“Make-Whole Amount” means, in
connection with any optional redemption, the excess, if any, of (a) the
aggregate present value as of the date of such redemption of each dollar of
principal being


 





















 


redeemed and the amount of interest, exclusive of interest accrued to
the Redemption Date, that would have been payable in respect of each such
dollar if such redemption had not been made, determined by discounting, on a
semi-annual basis (assuming a 360-day year of twelve 30-day months), such
principal and interest at the Reinvestment Rate, determined on the third
Business Day preceding the date notice of such redemption is given, from the
respective dates on which such principal and interest would have been payable
if such redemption had not been made, to the date of redemption, over (b) the
aggregate principal amount of the Notes being redeemed.


 


“Reinvestment Rate” means
0.25% plus the arithmetic mean of the yields under the heading “Week Ending”
published in the most recent Statistical Release under the caption “Treasury
Constant Maturities” for the maturity, rounded to the nearest month,
corresponding to the remaining life to maturity, as of the payment date of the
principal amount of the Notes being redeemed. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  For the purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.  If the format or content of the Statistical
Release changes in a manner that precludes determination of the Treasury yield
in the above manner, then the Treasury yield shall be determined in the manner
that most closely approximates the above manner, as reasonably determined by
the Issuer.


 


“Statistical Release” means
the statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Federal Reserve System and which reports
yields on actively traded United States government securities adjusted to
constant maturities, or, if such statistical release is not published at the
time of any required determination under the indenture, then such other
reasonably comparable index which shall be designated by the Issuer.


 


This Note is not mandatorily redeemable and is not entitled to the
benefit of a sinking fund or any analogous provisions.


 


In case an Event of Default with respect to this Note shall have
occurred and be continuing, the principal hereof may be (and, in certain cases,
shall be) declared, and upon such declaration shall become, due and payable, in
the manner, with the effect, and subject to the conditions, provided in the
Indenture.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and, if applicable, the Guarantor, and the rights of the Holders of the
Securities under the Indenture at any time by the Issuer and, if applicable,
the Guarantor, and the Trustee with the consent of the Holders of a majority in
the aggregate principal amount of Securities of any series issued under the
Indenture at the time Outstanding and affected thereby.  Furthermore, provisions in the Indenture
permit the Holders of a majority in the aggregate principal amount of the
Outstanding Securities of any series, in certain instances, to waive, on behalf
of all of the Holders of Securities of such series, certain past defaults under
the Indenture and their consequences. 
Any such waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and other Notes
issued upon the registration of transfer hereof or in exchange hereof, or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


 





















 


No reference herein to the Indenture and no provision of this Note or
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, and Make-Whole Amount, if
any, with respect to, and interest on, this Note in the manner, at the
respective times, at the rate and in the coin or currency herein prescribed.


 


This Note is issuable only in definitive registered form, without
coupons, in denominations of $1,000 and integral multiples thereof.  This Note may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations at the
office or agency of the Issuer in The City of New York, in the manner and
subject to the limitations provided herein and in the Indenture, but without the
payment of any charge except for any tax or other governmental charge imposed
in connection therewith.


 


The Issuer shall not pay additional amounts on this Note held by a
Person that is not a U.S. Person in respect of taxes or similar charges
withheld or deducted.


 


The Issuer, the Guarantor or the Trustee and any authorized agent of
the Issuer, the Guarantor or the Trustee may deem and treat the Person in whose
name this Note is registered as the Holder and absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal of, or Make-Whole Amount, if any, with respect to,
or subject to the provisions on the face hereof, interest on, this Note and for
all other purposes, and none of the Issuer, the Guarantor or the Trustee or any
authorized agent of the Issuer, the Guarantor or the Trustee shall be affected
by any notice to the contrary.


 


THE INDENTURE AND THIS NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 





















 


GUARANTEE


OF


PLUM CREEK TIMBER
COMPANY, INC.


 


For value received, Plum Creek Timber Company, Inc., a
corporation duly organized and existing under the laws of Delaware (the
“Guarantor”), hereby unconditionally guarantees to the Holder of the Note upon
which this Guarantee is endorsed the due and punctual payment of the principal
of,  interest on, and Make-Whole Amount,
if any, required with respect to said Note, when and as the same shall become
due and payable, whether on the Stated Maturity Date, by acceleration,
redemption or repayment or otherwise, according to the terms thereof and of the
Indenture referred to therein.  In case
of the failure of Plum Creek Timberlands, L.P. (the “Operating Partnership”)
punctually to pay any such principal, interest, or Make-Whole Amount, the
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether on the Stated Maturity
Date, by acceleration, redemption or repayment, or otherwise, and as if such
payment were made by the Operating Partnership.


 


The obligations of the Guarantor to the Holders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in Article XIII of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Guarantee.


 


The Guarantor hereby agrees that its obligations
hereunder shall be as principal and not merely as surety, and shall be
absolute, irrevocable and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of said Note or said
Indenture, any failure to enforce the provisions of said Note or said
Indenture, or any waiver, modification, consent or indulgence granted to the
Operating Partnership with respect thereto, by the Holder of said Note or the
Trustee under said Indenture, the recovery of any judgment against the
Operating Partnership or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of
a surety or guarantor.  The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of merger, insolvency or bankruptcy of the Operating
Partnership, any right to require a proceeding first against the Operating
Partnership, protest or notice with respect to said Note or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of, and
interest on, and Make-Whole Amount, if any, required with respect to, said Note
and the complete performance of all other obligations contained in said Note.


 


The Guarantor shall be subrogated to all rights of the
Holder of said Note against the Operating Partnership in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of, interest on, and Make-Whole
Amount, if any, required with respect to, all Notes of this series issued under
said Indenture shall have been paid in full and its other obligations under
said Indenture completed.


 


The Guarantor hereby certifies and warrants that all
acts, conditions and things required to be done and performed and to have
happened precedent to the creation and issuance of this Guarantee and to
constitute the same the valid obligation of the Guarantor have been done and
performed and have happened in due compliance with all applicable laws.


 





















 


This Guarantee as endorsed on said Note shall not be
entitled to any benefit under said Indenture or become valid or obligatory for
any purpose until the certificate of authentication on said Note shall have
been signed manually by or on behalf of the Trustee under said Indenture.


 


THE GUARANTEE AND THIS NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 





















 


IN WITNESS WHEREOF, the Guarantor has caused this
instrument to be duly executed, manually or by facsimile by an authorized
signatory.


 


Date: 


 


	
   

  	
  PLUM CREEK TIMBER COMPANY,
  INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 





















 


ASSIGNMENT
FORM


 


	
  FOR VALUE RECEIVED, the
  undersigned hereby sell(s), assign(s) and transfer(s) unto

  
	
   

  	
   

  



 


	
  Please insert social security number or
  other identifying number of assignee:

  
	
   

  
	
   

  	
   

  



 


Please print or type name and address (including zip
code) of assignee:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


the within Note and all rights thereunder,
hereby irrevocably constituting and appointing                                           
attorney to transfer said Note of PLUM CREEK TIMBERLANDS, L.P. on the books of
PLUM CREEK TIMBERLANDS, L.P., with full power of substitution in the premises.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guaranteed

  	
   

  
				



 


 


	
   

  	
   

  	
   

  
	
  NOTICE:
  Signature must be guaranteed by an eligible Guarantor Institution (banks,
  stockbrokers, savings and loan associations and credit unions) with
  membership in an approved signature guarantee medallion program pursuant to
  Securities and Exchange Commission Rule 17Ad-15.

  	
   

  	
  NOTICE:
  The signature to this Assignment must correspond with the name as written
  upon the face of the within Note in every particular, without alteration or
  enlargement or any change whatever.